UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
1mage Software, Inc.
(Name of Issuer)
Common Stock, $.004 par value)
(Title of Class of Securities)
45244 M 102
(CUSIP Number)
S. Lee Terry, Jr.
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 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(b)(3) or (4), check the following box. [ ]
CUSIP No. 45244 M 102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David R. DeYoung
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[ ]
3) SEC USE ONLY
4) Source of Funds
PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
U.S.
Number of Shares 7) Sole Voting Power 798,591
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 798,591
Person With 10) Shares Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
798,591
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
23.1%
14) Type of Reporting Person
IN
AMENDMENT NO. 6 TO
SCHEDULE 13D FOR
DAVID R. DEYOUNG
Item 1 Security and Issuer
(a) $.004 par value Common Stock (the "Shares") of 1mage
Software, Inc., 6025 S. Quebec Street, Suite 300, Englewood,
Colorado 80111
Item 2 Identity and Background
(a) Name: David R. DeYoung
(b) Business 6025 S. Quebec Street, Suite 300
Address: Englewood, Colorado 80111
(c) Occupation: President, Chief Executive Officer and
Director
1mage Software, Inc.
6025 S. Quebec Street, Suite 300
Englewood, Colorado 80111
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3 Source and Amount of Funds or Other Consideration
Securities acquired December 28, 2001 represent options to purchase
25,000 Shares granted to Mr. DeYoung by the Company's Compensation
Committee at an exercise price of $.616 per Share.
Item 4 Purpose of Transaction
The options were granted to Mr. DeYoung as part of his total
compensation package for his services as President and Chief
Executive Officer of the Company.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5 Interest in Securities of the Issuer
(a) 798,591 Shares of Common Stock (23.1%) beneficially owned,
which includes options to purchase 313,000, exercisable
within 60 days of December 28, 2001. Also, pursuant to Mr.
DeYoung's employment agreement, he is entitled to receive a
grant, at the fair market value of the Common Stock on the
date of grant, of a sufficient number of ten year options as
are necessary to permit him to retain the same percentage of
beneficial ownership in the Company as he held on December
16, 1996. Excludes the following held by Mr. DeYoung's
spouse, Mary Anne DeYoung, as to which beneficial ownership
is disclaimed by Mr. DeYoung: 68,501 Shares owned directly,
2,000 Shares held as custodian for a minor child and options
to purchase 259,800 Shares exercisable within 60 days of
December 28, 2001.
(b) Number of Shares as to which there is sole power to vote -
798,591; shared power to vote - 0; sole power to dispose -
798,591; shared power to dispose - 0.
(c) December 3, 2001: Sale of 2,000 Shares in the open market at
$.65 per share.
December 28, 2001: Grant of options to purchase 25,000 Shares
at an exercise price of $.616 per Share by the Company's
Compensation Committee.
December 31, 2001: Sale of 2,000 Shares in the open market at
$.56 per share.
(d) None.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Items 4 and 5.
Item 7 Material to Be Filed as Exhibits
Exhibit 10 - President Employment Agreement between David R. DeYoung
and the Company dated November 1, 1996 filed as an Exhibit to the
Company's Form 10-K for the period ended December 31, 1996 and
incorporated by reference herein.
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.
Date: March 25, 2002 /s/David R. DeYoung
David R. DeYoung