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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. John H. Klein
37 Loman Court
Cresskill, NJ 07626
(201) 569-8810
(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)
John H. Klein
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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 3,040,000
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 3,040,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,040,000
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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)
22.8%
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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. John H. Klein. Mr. Klein'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. Klein is the Chief Executive
Officer and Chairman of the Board of the Issuer, whose address is set forth
above in Item 1.
(d)-(e) During the last five years, Mr. Klein (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. Klein is a citizen of the United State of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Klein exercised 1,800,000 options ("Options") to purchase the
Issuer's Common Stock for an aggregate consideration of $180,000.00. These funds
were from Mr. Klein'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. Klein 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.
Klein in May, 1996. Mr. Klein further determined that it was in his best
interest to secure voting control over these shares at such time. Accordingly,
Mr. Klein 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. Klein is the record and beneficial owner of 1,800,000
shares of Common Stock of the Issuer and has sole voting and dispositive power
with respect to such shares. In addition, Mr. Klein holds options to purchase an
additional 1,860,000 options to purchase Common Stock of which 1,240,000 are
currently exercisable at any time on or before April 30, 2006. Mr. Klein owns
beneficially an aggregate of 3,040,000 shares of Common Stock, representing
approximately 22.8% of the outstanding Common Stock of the Issuer.
(c) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Issuer, Mr. Klein and certain other holders of Common Stock of
the Issuer and/or options to purchase Common Stock of the Issuer (collectively,
the "Holders") entered into Registration Rights Agreement-IV, dated July 29,
1996, as amended by Amendment No. 1 to Registration Rights Agreement-IV, dated
August 12, 1996 (the "Principal Registration Rights Agreement"), pursuant to
which the Issuer granted the Holders certain registration rights with respect to
the shares of Common Stock held by them.
Mr. Klein and the Founder, Mr. E. David Corvese, entered into an
Option Agreement-II, dated May 30, 1996, as amended, whereby the Founder granted
Mr. Klein 1,860,000 options to purchase Common Stock at an exercise price equal
to $13.00 per share. To date, 620,000 of such options are unvested and
therefore, not currently exercisable.
Other than the Registration Rights Agreement, no contracts,
arrangements, understandings or relationships (legal or otherwise) between Mr.
Klein 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/ John H. Klein
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John H. Klein
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.