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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. _____)*
FlashNet Communications, Inc.
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(NAME OF ISSUER)
Common Stock, no par value
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(TITLE OF CLASS OF SECURITIES)
338527 10 4
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(CUSIP NUMBER)
M. Scott Leslie, 1812 North Forest Park Boulevard, Fort Worth, Texas 76102
(817) 332-8883
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
March 15, 1999
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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(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /.
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.
*The remainder of this cover page should 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. 338527 10 4 Page 1 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John B. Kleinheinz
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
710,940
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 710,940
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,940
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
IN
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1
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value ("Common
Stock"), of FlashNet Communications, Inc. ("FlashNet"). The address
of the principal executive offices of FlashNet is:
1812 North Forest Park Boulevard
Fort Worth, Texas 76102
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME:
John B. Kleinheinz
(b) BUSINESS ADDRESS:
201 Main Street, Suite 2001
Fort Worth, Texas 76102
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS WHERE EMPLOYMENT OCCURS:
Mr. Kleinheinz is the President of Kleinheinz Capital Partners,
Inc., located at 201 Main Street, Suite 2001, Fort Worth, Texas
76102.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
Mr. Kleinheinz has not been convicted in a criminal proceeding
during the previous five years. Mr. Kleinheinz has not been a
party in a civil or administrative proceeding involving an
alleged violation of any state or federal securities laws during
the previous five years.
(e) CITIZENSHIP:
Mr. Kleinheinz is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
2
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In early 1996, Mr. Kleinheinz purchased 4,000 shares of the Common
Stock of FlashNet Communications, Inc. for $40,000. The source of
funds for such purchase was personal funds. As a result of a 50 for 1
stock split of FlashNet's Common Stock in April 1996, Mr. Kleinheinz
became the holder of 200,000 shares of FlashNet's Common Stock. In
July of 1996, Mr. Kleinheinz purchased a $50,000 convertible note of
FlashNet, convertible at $10.00 of unpaid principal amount per share
into shares of FlashNet's Common Stock. He also received a warrant to
purchase an additional 4,100 shares of Common Stock at a price of $.01
per share. The source of funds for purchase of the note and warrant
was personal funds. Mr. Kleinheinz converted a total of $34,000 in
principal amount of his convertible note into 3,400 shares of Common
Stock in July 1997 and July 1998. As a result of a 3.4 for 1 stock
split of FlashNet's Common Stock in connection with the Company's
initial public offering, Mr. Kleinheinz became the holder of a total
of 692,560 shares of FlashNet's Common Stock. By conversion of the
remaining principal balance of his note and exercise of his warrant,
he has the right to acquire an additional 19,380 shares of Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Kleinheinz acquired the FlashNet Common Stock as described above
and holds the Common Stock as an investment. Mr. Kleinheinz intends
for FlashNet's Common Stock to continue to be eligible for trading on
the NASDAQ National Market. Mr. Kleinheinz may make purchases of
FlashNet Common Stock from time to time and may dispose of any or all
of such shares held by him at any time following the expiration of a
lock-up period on September 11, 1999 (pursuant to the Lock-Up
Agreement described below). Mr. Kleinheinz does not have present
plans nor does he contemplate any present proposals that would result
in any of the transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Kleinheinz is the beneficial owner of 710,940 shares of FlashNet's
Common Stock (or approximately 5.3% of its outstanding shares),
including 5,440 shares issuable upon conversion of the note described
above and 13,940 shares of Common Stock issuable on exercise of the
warrant described above. Mr. Kleinheinz is the sole director, officer
and shareholder of the general partner of ISP Investors, L.P. which
holds 1,666,394 shares of FlashNet's Common Stock. Mr. Kleinheinz
holds the sole power to vote and dispose of all these shares as
director and primary officer of the general partner of ISP Investors,
L.P. He disclaims beneficial ownership of the 1,666,394 shares of
FlashNet's Common Stock owned by ISP Investors, L.P., except to the
extent of his pecuniary interest in them arising from his ownership
interest as the general partner of such entity. Together, Mr.
Kleinheinz's shares and ISP
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Investors, L.P.'s shares of FlashNet Common Stock represent 18% of
the total issued and outstanding shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Kleinheinz is a party to a Lock-Up Agreement entered into in
connection with FlashNet's initial public offering which restricts his
disposition of his shares of FlashNet Common Stock for a period of 180
days following March 15, 1999.
Except as set forth above, no contracts, arrangements, understandings
or relationships (legal or otherwise) exist among the persons named in
Item 2 or between such persons and any other persons with respect to
any securities of FlashNet, including, but not limited to transfer or
voting of such securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of property, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
4.1 Lock-Up Agreement, dated October 15, 1998, among John B.
Kleinheinz and FlashNet Communications, Inc.
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 24, 1999
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/s/ John B. Kleinheinz
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John B. Kleinheinz
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FLASHNET COMMUNICATIONS, INC.
LOCK-UP AGREEMENT
BancBoston Robertson Stephens Inc.
J.C. Bradford & Co.
EVEREN Securities, Inc.
c/o BancBoston Robertson Stephens Inc.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
The undersigned understands that you, as representatives, propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf
of the several Underwriters to be named on Schedule A to such agreement
(collectively, the "Underwriters"), with FlashNet Communications, Inc. (the
"Company") providing for an initial public offering (the "Public Offering")
of certain shares of the Common Stock of the Company (the "Shares") pursuant
to a Registration Statement on Form S-1 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission").
In consideration of the agreement by the Underwriters to offer and sell
the Shares in the Public Offering, and of certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees that the undersigned will not, for a period of 180
days from the date that the Registration Statement is declared effective by
the Commission (the "Lock-Up Period"), offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively,
"Securities"), now owned directly by the undersigned or hereafter acquired by
the undersigned or with respect to which the undersigned has the power of
disposition or hereafter acquires the power of disposition, otherwise than
(i) as a bona fide gift or gifts, provided the donee or donees thereof agree
in writing to be bound by this restriction, (ii) as a distribution to
partners or shareholders of the undersigned, provided that the distributees
thereof agree in writing to be bound by the terms of this restriction, or
(iii) with the prior written consent of BancBoston Robertson Stephens Inc.
The undersigned agrees that the foregoing restriction expressly
precludes the undersigned from engaging in any hedging or other transaction
which is designed to or reasonably expected to lead to or result in a
Disposition of Securities during the Lock-Up Period, even if such Securities
would be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include, without limitation, any short
sale (whether or not against the box) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with
LOCK-UP AGREEMENT Page 1
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respect to any Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Securities. Furthermore, the undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this restriction.
In addition, the undersigned agrees that, without the prior written
consent of BancBoston Robertson Stephens Inc., the undersigned will not,
during the Lock-Up Period, make any demand for or exercise any right with
respect to, the registration of Securities.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
If for any reason the Underwriting Agreement shall be terminated prior
to the closing of the delivery of the Shares to the Underwriters thereunder,
this Lock-Up Agreement shall likewise be terminated.
Dated: October 15, 1998
Very truly yours,
For Entity: For Individual:
/s/ John Kleinheinz
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John Kleinheinz
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By:
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Its: Additional Signature (if held jointly)
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(Print Name)
LOCK-UP AGREEMENT Page 2
