SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO Rule 13d-2(a)
(Amendment No.1)*
MIM CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
553044108
(CUSIP Number)
Mr. Richard H. Friedman
2 Palmer Place
Armonk, New York 10504
(914) 273-5019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Barry A. Posner, Esq.
MIM Corporation
100 Clearbrook Road
Elmsford, New York 10523
July 25, 2001
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.|_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 in 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).
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SCHEDULE 13D
CUSIP No. 553044108
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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard H. Friedman
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
N/A
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7
SOLE VOTING POWER
1,283,334
--------------------------------------------------------
8
SHARED VOTING POWER
BENEFICIALLY OWNED BY
0
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9
SOLE DISPOSITIVE POWER
EACH REPORTING
1,283,334
--------------------------------------------------------
10
PERSON SHARED DISPOSITIVE POWER
WITH
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,283,334
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12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Schedule 13D originally filed with the Securities and Exchange Commission on
February 5, 1998 (the "Schedule 13D"), by Mr. Richard H. Friedman and relates to
and reflects the sale of an aggregate of 300,000 shares of the Issuer's common
stock, par value $0.0001 per share between July 25, 2001 and July 27, 2001.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated in its entirety to read as
follows:
"This Statement on Schedule 13D (this "Statement") relates to shares of
the common stock, par value $0.0001 per share (the "Common Stock") of MIM
Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 100 Clearbrook Road, Elmsford, New York 10523."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety to read as
follows:
"(a)-(c) The person filing this Statement is Mr. Richard H. Friedman.
Mr. Friedman's business address is c/o MIM Corporation, 100 Clearbrook Road,
Elmsford, New York 10523. Mr. Friedman is the Chief Executive Officer and
Chairman of the Issuer, whose address is set forth above in Item 1.
(d)-(e) During the last five years, Mr. Friedman (i) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Friedman is a citizen of the United States of America."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as
follows:
"Mr. Friedman has no present plans or proposals to sell any of the
remaining shares of Common Stock owned by him, although in the future he may,
from time to time, determine to dispose of some or all of such shares or to
acquire additional shares of Common Stock.
Mr. Friedman has no present plans or proposals which relate to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(ii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (iii) any change in the board of directors or management of
the Issuer or any of its subsidiaries, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (iv) any other material change
in the Issuer's business or corporate structure, (vi) changes in the Issuer's
charter or bylaws or other actions which may impede the acquisition of control
of the Issuer by any person, (vii) causing a class of securities of the Issuer
to be delisted
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from a national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association, (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
or (ix) any action similar to any of those described above."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as
follows:
"(a)-(b) After giving effect to the transactions described in Item 5(c)
below, Mr. Friedman is the record and beneficial owner of 1,200,000 shares of
Common Stock and currently exercisable options to acquire 83,334 shares of
Common Stock representing approximately 6.0% of the outstanding Common Stock,
and has sole voting and dispositive power with respect to such shares.
(c) In a series of transactions meeting the requirements of Rule 144
promulgated under the Securities Act of 1933, as amended ("Rule 144"), Mr.
Friedman sold 300,000 shares of Common Stock through "broker's transactions" (as
defined under Rule 144), in the following manner:
Date Amount Price per Share
---- ------ ---------------
7/25/01 24,000 $8.20
7/25/01 37,000 $8.19
7/25/01 2,500 $8.25
7/25/01 16,000 $8.17
7/25/01 22,000 $8.18
7/25/01 2,500 $8.30
7/26/01 15,000 $8.16
7/26/01 32,500 $8.15
7/26/01 10,000 $8.20
7/26/01 10,000 $8.19
7/27/01 85,000 $8.10
7/27/01 15,500 $8.17
7/27/01 20,500 $8.18
7/27/01 7,500 $8.10
(d) -(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety to read as
follows:
"The Issuer, Mr. Friedman and another holder of options to
purchase Common Stock of the Issuer entered into a Registration Rights
Agreement-V, dated July 31, 1996, as amended by Amendment No. 1 to
Registration Rights Agreement-V, dated August 12, 1996 (the
"Registration Rights Agreement"), pursuant to which the Issuer granted
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Mr. Friedman and the other holder certain registration rights with
respect to the shares of Common Stock held by them.
Pursuant to a Pledge Agreement, dated as of April 14, 1999, Mr.
Friedman pledged 1,500,000 shares of Common Stock owned by him to the
Company to secure a loan made by the Company to Mr. Friedman in an
original principal amount of $1,700,000. Pursuant to the terms of the
Pledge Agreement, Mr. Friedman requested, and the Company granted, the
release of 300,000 shares of Common Stock from the pledge arrangement.
These 300,000 shares of Common Stock were subsequently sold as
described in Item 5(c) above. The 1,200,000 shares of Common Stock
owned by Mr. Friedman are currently subject to the Pledge Agreement.
Pursuant to the terms of the Pledge Agreement, Mr. Friedman cannot
sell, transfer, assign or otherwise dispose of or encumber the
1,200,000 shares of Common Stock. Absent an event of default, Mr.
Friedman has the ability to vote such shares. The Pledge Agreement
contains standard default provisions and remedies available to the
Company, including, but not limited to, the ability of the Company to
take title to such shares and liquidate any or all of the 1,200,000
shares of Common Stock.
Other than the Registration Rights Agreement and the Pledge
Agreement, no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Friedman and any other person
(including the Issuer) exists with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies."
ITEM 7 MATERIAL TO BE FILED.
None.
Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
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: July 30, 2001 /s/ Richard H. Friedman
-----------------------------------
Richard H. Friedman
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