-----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, GZZ9qVcdyWrVr36Vo0qj6jMgSxnJzSVb7p4MqpFJjq0PTPhwPq4J2pK3/Ug3oJoR aWxlMwGdr2NBTI/Wdc6xIQ== 0000912057-96-018656.txt : 19960826 0000912057-96-018656.hdr.sgml : 19960826 ACCESSION NUMBER: 0000912057-96-018656 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960823 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSCI CORP CENTRAL INDEX KEY: 0000878612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061302773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46727 FILM NUMBER: 96619552 BUSINESS ADDRESS: STREET 1: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088704000 MAIL ADDRESS: STREET 2: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ------ INSCI Corp. ---------------------------------------- (Name of Issuer) Common Stock -------------------------------------------- (Title of Class of Securities) 45765T 10 6 -------------------------------------------- (Cusip Number) Joseph A. Baratta, Esq. Baratta & Goldstein 597 Fifth Avenue New York, NY 10022 (212) 750-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 1996 ------------------------------------------------------ (Date of Event which Requires Filing of the 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(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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). 1 SCHEDULE 13D CUSIP NO. 45765T 10 6 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON: Information Management Technologies Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 58-1722085 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ------------------------------------------------ (b) ------------------------------------------------ - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable. - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER: 1,375,667 SHARES BENE- (8) SHARED VOTING POWER: Not applicable FICIALLY (9) SOLE DISPOSITIVE POWER: 1,375,667 OWNED BY (10) SHARED DISPOSITIVE POWER: Not applicable EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,375,667 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11): 34.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO 2 SCHEDULE 13D Filed Pursuant to Rule 13D-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the Common Stock, par value $.01 per share of INSCI Corp., ("INSCI") is filed by Information Management Technologies Corporation, a Delaware corporation (the "Reporting Person" or the "Company"). ITEM 1. SECURITY AND ISSUER. Title and Class of equity securities: INSCI Corp., common stock $.01 par value Name and address of the principal executive offices of the Issuer: INSCI Corp. 2 Westborough Business Park Westborough, Massachusetts 01581 (508) 870-4000 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Information Management Technologies Corporation (b) Residence or Business Address: Principal place of business is located at 130 Cedar Street, New York, New York 10006 (c) Principal Business: Information Management Technologies Corporation provides on site and off site outsourcing services to firms in the service sector. These services include research report services, laser printing, global print on demand and distribution, legal duplication and facilities management services. (d) Not applicable (e) On September 30, 1992, the Company and INSCI, the Company's then majority owned subsidiary reached an agreement with the Securities and Exchange Commission ("Commission") to conclude and settle the Commission's informal investigation of the Company and INSCI. The Company and INSCI, without 3 admitting or denying any of the allegations made by the Commission in its complaint, and without a trial or final adjudication of the allegations made in the Commission's complaint, consented to the entry of an order enjoining the Company and INSCI of future violations of certain provisions of the federal securities laws and the rules and regulations thereunder. (f) Citizenship: The Reporting Person is a Delaware corporation and licensed to business in the State of New York with its principal place of business located at 130 Cedar Street, New York, New York 10006. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person was the original majority shareholder in INSCI. Prior to the INSCI Corp., initial public offering, the Reporting Person owned approximately 96% of INSCI. Upon completion of the INSCI initial public offering in April 1994, the Reporting Person's ownership interest was approximately 58% of INSCI's outstanding common stock. Effective July 1, 1996, the Reporting Person sold in a private sale 5,000 restricted shares of INSCI Common Stock at a sale price of $5.10 per share or an aggregate sale price of $25,500. On August 5, 1996, the Reporting Person sold 56,000 shares of common stock pursuant to Rule 144 of the Securities Act of 1933 (the "Act") in a single open market transaction at a price of $4.875 or an aggregate sale price of $273,000 less total commissions of $2,802.35 for total net proceeds of $270,197.65. Subsequent to the Rule 144 sale, the Reporting Person effectuated a private sale of 20,000 restricted shares of INSCI Common Stock at a sale price of $4.25 per share or an aggregate sale price of $85,000. The Reporting Person continues to own 1,375,667 shares of INSCI Common Stock.. ITEM 4. PURPOSE OF TRANSACTION. (a) Not applicable. (b) Not applicable. (c) Net proceeds from sale to be used as working capital for the Reporting Person. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. 4 (h) Not applicable. (i) Not applicable. (j) Not applicable. Item 5. Interest in Securities of the Issuer. (a) Immediately preceding the sales of the 5,000 shares of restricted common stock, the 56,000 shares of INSCI Common Stock pursuant to Rule 144 and the 20,000 shares of restricted common stock, the aggregate number of shares of common stock which may be deemed to have been beneficially owned by the Reporting Person as of such date was 1,456,667 shares constituting approximately 37% of the outstanding common stock of the Issuer (based upon 3,955,701 shares of common stock outstanding as of July 24, 1996 pursuant to the definitive proxy report on Schedule 14A as filed with the Commission and additional information received from the Issuer). The aggregate number of shares of common stock which may be deemed to be beneficially owned by the Reporting Person on the date hereof is 1,375,667 shares, constituting approximately 35% of the outstanding common stock of the Issuer (based on 3,955,701 shares of common stock outstanding as of July 24, 1996 pursuant to the Issuer's definitive proxy report on Schedule 14A as filed with the Commission and additional information received from the Issuer.) (b) The Reporting Person has the sole power to vote and dispose of the remaining shares. (c) Except as specified herein, the Reporting Person has effected only the following transaction in the shares of common stock of the Issuer within the preceding sixty (60) days: TYPE OF NO. OF DATE TRANSACTION SHARES PRICE/SHARE - ---- ------------ ------- ------------ July 1, 1996 Private Sale 5,000 $5.10 August 5, 1996 Market Sale 56,000 $4.875 August 8, 1996 Private Sale 20,000 $4.25 (d) Not applicable. 5 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERTAKINGS WITH RESPECT TO SECURITIES OF THE ISSUER. The President and Chief Financial Officer of the Reporting Person Mr. Joseph A. Gitto Jr. (and successors of the office of president) holds a voting proxy for all remaining shares owned by the Reporting Person in INSCI. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this Statement is true, complete and correct. ------------------------------------- JOSEPH A. GITTO, JR. President, and Chief Financial Officer Information Management Technologies Corporation Date: August 20, 1996 6 -----END PRIVACY-ENHANCED MESSAGE-----