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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. )*
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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)
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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.
S.S. OR IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Albert Lee Thurburn
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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 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
746,844
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 746,844
PERSON --------------------------------------------------
WITH (10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,844
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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)
5.6%
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(14) TYPE OF REPORTING PERSON*
IN
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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:
Albert Lee Thurburn
(b) BUSINESS ADDRESS:
1812 North Forest Park Boulevard
Fort Worth, Texas 76102
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS WHERE EMPLOYMENT OCCURS:
Mr. Thurburn is currently the Chairman of the Board and Chief
Executive Officer of FlashNet Communications, Inc. located at
1812 North Forest Park Boulevard, Fort Worth, Texas 76102.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
Mr. Thurburn has not been convicted in a criminal proceeding
during the previous five years. Mr. Thurburn 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. Thurburn is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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In late 1995, Mr. Thurburn received 4,375 shares of FlashNet Common
Stock as compensation for services. As a result of a 50 for 1 stock
split of FlashNet's Common Stock in April 1996, Mr. Thurburn became
the holder of 218,750 shares of FlashNet's Common Stock. In July of
1996, Mr. Thurburn purchased a $5,000 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 410 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. Thurburn converted a total of $4,000 in principal amount
of his convertible note into 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. Thurburn became the holder of a total of 745,110 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 1,734 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Thurburn acquired the FlashNet Common Stock as described above and
holds the Common Stock as an investment. Mr. Thurburn intends for
FlashNet's Common Stock to continue to be eligible for trading on the
NASDAQ National Market. Mr. Thurburn 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 expiration of a lock-up
period on September 11, 1999 (pursuant to the Lock-Up Agreement
described below). Mr. Thurburn 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. Thurburn is the beneficial owner of 746,844 shares of FlashNet
Common Stock (or approximately 5.6% of its outstanding shares),
including 340 shares of Common Stock issuable upon conversion of the
note described above and 1,394 shares of Common Stock issuable upon
exercise of the warrant described above. Mr. Thurburn holds the sole
power to vote and dispose of all these shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Thurburn 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 between Mr. Thurburn and
any other persons with respect
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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 12, 1998, among A. Lee Thurburn
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/ A. Lee Thurburn
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Albert Lee Thurburn
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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 12, 1998
Very truly yours,
For Entity: For Individual:
/s/ A.L. Thurburn
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A.L. Thurburn
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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
