-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUEG03ha6BLFvB/G9t7m0RWXaTuLh2KBztNZjAZBD2VAv9o/tPKlfGTBMigRfux5 cjvSEXaWC8joq6oMNF9V8A== 0001047469-98-039450.txt : 19981109 0001047469-98-039450.hdr.sgml : 19981109 ACCESSION NUMBER: 0001047469-98-039450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOMNET INC CENTRAL INDEX KEY: 0000353356 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 952871296 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34858 FILM NUMBER: 98739518 BUSINESS ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492518000 MAIL ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT COMMUNICATIONS NETWORKS INC DATE OF NAME CHANGE: 19860805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHARD DENIS CENTRAL INDEX KEY: 0001071891 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880241740 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492247500 MAIL ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 SC 13D/A 1 13D/A UNITED STATES OFFICE OF THE COMPTROLLER OF THE CURRENCY WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Incomnet, Inc. -------------------------------------------------------- (Name of Issuer) Common -------------------------------------------------------- (Title of Class of Securities) 453365207 ----------------------------------------- (CUSIP Number) Denis Richard 2801 Main Street Irvine, CA 92614 (714) 251-8000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1998 ----------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 453365207 --------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Denis Richard S.S. No. 88-0241740 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 OCC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 13 shares of Preferred convertible into 1.3 million SHARES shares of common stock. (See Item 3) BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING - 0 - PERSON --------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 13 shares of Preferred convertible into 1.3 million shares of Common Stock. (See Item 3) ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13 shares of Preferred convertible into 1.3 million shares of Common Stock (See Item 3) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6% (See Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 453365207 --------- ITEM 1. SECURITY AND ISSUER This Statement is the first Amendment to the Statement on Schedule 13D filed on October 9, 1998 (the "Statement") in connection with Reporting Person's beneficial ownership of shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock") of Incomnet, Inc. (the "Issuer") which, subject to certain conditions, is convertible into common stock of the Issuer. All capitalized terms used and not defined in this Amendment No. 1 shall have the meanings given to them in the Statement. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with settlement agreements among the Issuer and certain of the holders of the Issuer's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, Reporting Person has agreed to vote all shares of stock of the Issuer owned by Reporting Person in favor of an increase in the number of authorized shares of the Issuer's common stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Letter from Reporting Person to Robert Cohen, Stefanie Cohen, Allyson Cohen, Jeffrey Cohen, Jeffrey Rubin, Alan Cohen, Meryl Cohen, Gabrielle Cohen, Jaclyn Cohen, Erica Cohen, Nicole Cohen, Lenore Katz, and Broadway Partners regarding voting of Reporting Person's shares of the Issuer's stock in favor of an increase in the number of authorized shares of common stock of the Issuer. Exhibit 2 Letter from Reporting Person to Ellen Cohen and Martin Fabrikant regarding voting of Reporting Person's shares of the Issuer's stock in favor of an increase in the number of authorized shares of common stock of the Issuer. 5 SCHEDULE 13D CUSIP No. 453365207 --------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: November 6, 1998 /S/ DENIS RICHARD ------------------------------- DENIS RICHARD SCHEDULE 13D CUSIP No. 453365207 --------- EXHIBIT INDEX Exhibit 1 Letter from Reporting Person to Robert Cohen, Stefanie Cohen, Allyson Cohen, Jeffrey Cohen, Jeffrey Rubin, Alan Cohen, Meryl Cohen, Gabrielle Cohen, Jaclyn Cohen, Erica Cohen, Nicole Cohen, Lenore Katz, and Broadway Partners regarding voting of Reporting Person's shares of the Issuer's stock in favor of an increase in the number of authorized shares of common stock of the Issuer. Exhibit 2 Letter from Reporting Person to Ellen Cohen and Martin Fabrikant regarding voting of Reporting Person's shares of the Issuer's stock in favor of an increase in the number of authorized shares of common stock of the Issuer. EX-1 2 EX-1 EXHIBIT 1 DENIS RICHARD C/O INCOMNET, INC. 2801 MAIN STREET IRVINE, CALIFORNIA 92614 NOVEMBER 5, 1998 Dr. Robert Cohen Ms. Stefanie Rubin Ms. Allyson Cohen Mr. Jeffrey Cohen Mr. Jeffrey Rubin Dr. Alan Cohen Ms. Meryl Cohen Ms. Gabrielle Cohen Ms. Jaclyn Cohen Ms. Erica Cohen Ms. Nicole Cohen Ms. Lenore Katz Broadway Partners c/o Mr. Jeffrey Rubin c/o Robert S. Matlin, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, New York 10019-4315 Ladies and Gentlemen: This letter is to confirm my agreement to each of you that I will vote all of the shares of stock that I own in favor of an increase in the authorized number of shares of Incomnet, Inc. common stock to 50,000,000 shares. If shareholder approval is not obtained at the next meeting of shareholders, I hereby agree to continue to vote all my shares in favor of such proposal until there is a sufficient increase in the number of shares of authorized Incomnet common stock to permit issuance of all common stock underlying the warrants owned by each of you. Very truly yours, /S/ DENIS RICHARD ------------------------------- DENIS RICHARD EX-2 3 EX-2 EXHIBIT 2 DENIS RICHARD C/O INCOMNET, INC. 2801 MAIN STREET IRVINE, CALIFORNIA 92614 NOVEMBER 5, 1998 Ms. Ellen Cohen Mr. Martin Fabrikant c/o Robert S. Matlin, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, New York 10019-4315 Ladies and Gentlemen: This letter is to confirm my agreement to each of you that I will vote all of the shares of stock that I own in favor of an increase in the authorized number of shares of Incomnet, Inc. common stock to 50,000,000 shares. If shareholder approval is not obtained at the next meeting of shareholders, I hereby agree to continue to vote all my shares in favor of such proposal until there is a sufficient increase in the number of shares of authorized Incomnet common stock to permit issuance of all common stock underlying the warrants owned by each of you. Very truly yours, /S/ DENIS RICHARD ------------------------------- DENIS RICHARD -----END PRIVACY-ENHANCED MESSAGE-----