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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)
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MIM CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
553044108
(CUSIP Number)
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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)
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Copy to:
Barry A. Posner, Esq.
MIM Corporation
One Blue Hill Plaza
15th Floor
Pearl River, New York 10965
(914) 735-3555
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January 26, 1998
(Date of event which requires filing of this statement)
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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.
o 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 reminder 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 provisions of the Act (however, see the Notes).
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CUSIP No. 553044108 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Richard H. Friedman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF
SHARES 1,500,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,500,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 553044108 Page 3 of 6 Pages
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SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
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 One Blue Hill Plaza, 15th Floor, P.O. Box 1670,
Pearl River, New York 10965-8670.
Item 2. Identity and Background.
(a)-(c) The person filing this Statement is Mr. Richard H. Friedman. Mr.
Friedman's business address is c/o MIM Corporation, One Blue Hill Plaza, 15th
Floor, P.O. Box 1670, Pearl River, New York 10965-8670. Mr. Friedman is the
Chief Financial Officer and Chief Operating Officer 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)-(g) Mr. Friedman is a citizen of the United State of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Friedman exercised 1,500,000 options ("Options") to purchase the
Issuer's Common Stock for an aggregate consideration of $150,000.00. These funds
were from Mr. Friedman's personal assets.
Item 4. Purpose of the Transaction.
Over the past several months, the price of the Insurer's Common
Stock has declined, culminating in the price of Issuer's Common Stock falling to
its historic low price on or about January 26, 1998. Mr. Friedman determined
that it was in his personal best interest to exercise the Options at a time
which was most advantageous to him from a tax planning perspective.
In addition, effective January 1, 1998, the Issuer's founder (the
"Founder") and then Vice Chairman went on administrative leave from all
responsibilities with the Issuer. The Founder had granted the Options to Mr.
Friedman in May, 1996. Mr. Friedman further determined that it was in his best
interest to secure voting control over these shares at such time. Accordingly,
Mr. Friedman exercised the Options on January 26, 1998.
Item 5. Interest in Securities of the Issuer.
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CUSIP No. 553044108 Page 4 of 6 Pages
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(a)-(b) Mr. Friedman is the record and beneficial owner of 1,500,000
shares of Common Stock of the Issuer representing approximately 11.2% of the
outstanding Common Stock of the Issuer, and has sole voting and dispositive
power with respect to such shares.
(c) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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 Mr. Friedman and the other holder certain registration rights
with respect to the shares of Common Stock held by them.
Other than the Registration Rights 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 as Exhibits.
None.
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CUSIP No. 553044108 Page 5 of 6 Pages
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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: February 5, 1998
/s/ Richard H. Friedman
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Richard H. Friedman
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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CUSIP No. 553044108 Page 6 of 6 Pages
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EXHIBIT INDEX
Exhibit No. Description
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None.