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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BOBBY ALLISON WIRELESS CORPORATION (f/k/a/ 2CONNECT EXPRESS INC.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
096801 10 5 (formerly 901860 10 6)
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(CUSIP Number)
JAMES L. RALPH
2055 LAKE AVENUE S.E., SUITE A
LARGO, FL 33771
(813)584-7902
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 31, 1998
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(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 which 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: Schedule filed in paper format should include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) 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).
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SCHEDULE 13D
CUSIP NO. 096801 10 5 PAGE 2 OF 4 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James L. Ralph
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
SC
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(5) CHECK BOX 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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(7) SOLE VOTING POWER
NUMBER OF 187,498
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 187,498
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(10) SHARED DISPOSITIVE POWER
N/A
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficially owns 175,000 shares of Common Stock, par value $0.01 per
share, and 3 shares of Series B Preferred Stock, par value $0.01 per
share, which is immediately convertible into 12,498 shares of Common
Stock.
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.98%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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CUSIP No. 096801 10 5 Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value $0.01
per share ("Common Stock"), of Bobby Allison Wireless Corporation f/k/a 2Connect
Express, Inc., a Florida corporation (the "Company"). The principal executive
offices of the Company are located at 2055 Lake Avenue, S.E., Suite A, Largo.
Florida 33771.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f). This Schedule 13D is filed by James L. Ralph an
individual and a citizen of the United State of America. ("Ralph").
Ralph is the President and COO of the Company.
(b) (i) The business address of Ralph is:
2055 Lake Avenue, S.E.
Suite A
Largo, Florida 33771
(d) and (e) During the last five years, Ralph (i) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) was not a part 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
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective December 31, 1998, pursuant to the Merger Agreement, dated
as of May 1, 1998, as amended on October 27, 1998, by and among the Company,
2Connect Acquisition Corp., Bobby Allison Cellular Systems of Florida, Inc.
("Bobby Allison"), Robert L. McGinnis and Ralph (the "Merger Agreement"), the
shares of Common Stock and Series B Convertible Preferred Stock of Bobby
Allison owned by Ralph were automatically converted into the same number of
shares of Common Stock and Series B Convertible Preferred Stock ("Preferred
Stock") of the Company upon consummation of the transactions contemplated by
the Merger Agreement.
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CUSIP No. 096801 10 5 Page 4 of 4 Pages
Each share of Preferred Stock is exchangeable into 4,166 shares of
Common Stock at anytime. The Preferred Stock is generally not-voting except for
certain major corporate actions; provided, however, the Preferred Stock becomes
fully voting if the Company defers the dividend or otherwise defaults on any
obligations to the holder of Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Ralph, as a principal of the Company, owns shares of Common Stock and
Preferred Stock and intends to hold such securities for investment purposes.
Ralph does not have any current plans or proposals which relate to or
would result in the types of transactions set forth in paragraphs (a) through
(j) of the instructions for this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Ralph beneficially owns 175,000 shares of Common Stock and 3 shares of
Preferred Stock which, assuming conversion of the Preferred Stock convertible
into 12,448 shares of Common Stock, constitute approximately 24.98% of the total
outstanding shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth is this
Schedule 13D is true, complete and correct.
/s/ James L. Ralph
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James L. Ralph
Dated: March 5, 1999
