<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
JONES SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480241108
-----------------------------------
(CUSIP Number)
Elizabeth M. Steele
9697 E. Mineral Avenue, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 20, 1994
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 480241108 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 480241108 PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
I.R.S. Identification No. 84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones International, Ltd., a Colorado corporation. Principal business and
address: A holding company; 9697 E. Mineral Avenue, Englewood, Colorado 80112.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
to is the Class A Common Stock, $.01 par value per share, of Jones Spacelink,
Ltd., a Colorado corporation (the "Company"). The address of the Company's
principal executive offices is 9697 E. Mineral Avenue, Englewood, Colorado
80112.
ITEM 2. IDENTITY AND BACKGROUND:
The names of the persons filing this statement are:
1. Jones International, Ltd., a Colorado corporation
("International"). Mr. Glenn R. Jones is the Chairman of the Board of
Directors and Chief Executive Officer of International and owns all of the
outstanding shares of International. The principal business of International
is acting as a holding company.
2. Glenn R. Jones, an individual residing in the State
of Colorado. Mr. Jones' principal occupation is a cable television executive.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of
International are set forth on Schedule A attached hereto. The address of the
principal business office for each of the foregoing persons is 9697 E. Mineral
Avenue, Englewood, Colorado 80112.
During the last five years, none of the reporting persons, nor
any other person controlling any of them, nor, to the best of their knowledge,
any of the persons listed on Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been 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 future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
International and Mr. Jones have exchanged their shares of
Class A Common Stock of the Company for shares of Common Stock and Class A
Common Stock of Jones Intercable, Inc. ("Intercable") pursuant to an Exchange
Agreement and Plan of Reorganization and Liquidation dated as of May 31, 1994,
as amended, between Intercable and the Company. Spacelink has disposed or will
dispose of all of its shares of Common Stock of Intercable pursuant to the
Agreement. See Item 6.
As a result of the Reorganization Agreement, the Class A
Common Stock of the Company will be delisted from the National Association of
Securities Dealers National Market System, and the Company, upon making of the
requisite filing, will no longer be a reporting company under the Securities
Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
International and Mr. Jones believe that as of December 20,
1994, there were 78,301,714 shares of Class A Common Stock outstanding
immediately prior to the exchange of their shares, as described in Item 4.
(a) Amount Beneficially Owned:
International and Mr. Jones no longer own any shares of Class
A Common Stock. See Item 4.
The beneficial ownership of each director and executive
officer of International are set forth on Schedule B attached hereto.
(b) Voting Power and Disposition Power of the Class A
Common Stock:
N/A
(c) The following transactions in the Class A Common
Stock have been effected during the last 60 days as follows (see Item 6 also):
(i) On December 5, 1994, Mr. Jones
exercised two stock options to purchase an aggregate number of 636,514
shares of Class A Common Stock. The exercise prices were as follows:
500,000 shares, $.8438 per share; and 136,514 shares, $1.02 per share.
<PAGE> 6
(ii) Transactions effected by each
director and executive officer of International are set forth on
Schedule C attached hereto.
(d) Not applicable.
(e) The date on which International and Mr. Jones ceased
to be the beneficial owner of more than five percent of the Class A Common
Stock was December 20, 1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On December 20, 1994, pursuant to an Exchange Agreement and
Plan of Reorganization and Liquidation dated as of May 31, 1994, as amended,
between Intercable and the Company (the "Agreement"), Intercable acquired
substantially all of the assets of the Company (other than certain shares of
Common Stock of Intercable owned by the Company) and assumed all of the
liabilities of the Company in exchange for 3,900,000 shares of Intercable's
Class A Common Stock. Pursuant to the Agreement, all of the Company's
shareholders will exchange their shares of the Company's Class A Common Stock
for shares of Intercable's Common Stock and Class A Common Stock. For each
share of the Company held on December 20, 1994, each shareholder of the Company
(other than dissenting shareholders) shall receive the following: (i) 0.03571
shares of Intercable Common Stock; plus (ii) 0.09696 shares of Intercable Class
A Common Stock. As stated above, International and Mr. Jones have already
exchanged their shares of the Company for shares of Intercable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Exchange Agreement and Plan of Reorganization and
Liquidation dated as of May 31, 1994, as amended,
between the Company and Intercable is hereby
incorporated by reference from Intercable's
Current Report on Form 8-K, electronically filed on
June 6, 1994, and the amendment to said agreement is
hereby incorporated by reference from Amendment No. 2
to Form S-4 Registration Statement and Proxy
Statement of Intercable filed with the Securities and
Exchange Commission (Commission File No. 1-9953 and
Registration No. 33-54527).
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: December 30, 1994
JONES SPACELINK, LTD.
By: /s/ Elizabeth M. Steele
Elizabeth M. Steele
Vice President
<PAGE> 8
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES INTERNATIONAL, LTD.
The name and title(s) of each of the directors and executive officers
of Jones International, Ltd. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
<TABLE>
<CAPTION>
Name Title(s)
---- --------
<S> <C>
Glenn R. Jones Chairman of the Board, Chief
Executive Officer and
President
Gregory J. Liptak Group President
Patrick J. Lombardi Group Vice President/Finance and
Director
Robert S. Zinn Vice President/Legal Affairs
Elizabeth M. Steele Secretary
Christine Jones Marocco Director
Homemaker
25 East End Avenue
Apartment 14F
New York, NY 10028
</TABLE>
<PAGE> 9
SCHEDULE B
BENEFICIAL OWNERSHIP OF THE
CLASS A COMMON STOCK
Set forth below are the directors and executive officers of
International who beneficially own shares of Class A Common Stock.
<TABLE>
<CAPTION>
Number of Shares
-----------------------
Name of Class A Common Stock
---- -----------------------
<S> <C>
Gregory J. Liptak 461,000
Patrick J. Lombardi 52,000
Robert S. Zinn, as Trustee* 1,504,558
Christine Jones Marocco 974,292
</TABLE>
- ----------
*Mr. Zinn disclaims the beneficial ownership of these shares.
The foregoing shares are not included in International's or
Mr. Jones' ownership because each of the foregoing individuals has the sole
power to vote and dispose of his or her respective shares shown above.
<PAGE> 10
SCHEDULE C
TRANSACTIONS IN THE
CLASS A COMMON STOCK
The following transactions in the Class A Common Stock have been
effected during the last 60 days by the below listed directors and executive
officers of International as follows:
(i) On December 20, 1994, Mr. Gregory J. Liptak exercised five
stock options to purchase an aggregate number of 420,000 shares of Class A
Common Stock. The exercise prices were as follows: 160,000 shares, $.75 per
share; 80,000 shares, $1.125; 80,000 shares, $1.09; and 100,000 shares, $1.02.
(ii) On December 20, 1994, Mr. Patrick J. Lombardi exercised a
stock option to purchase 100,000 shares of Class A Common Stock at an exercise
price of $1.02 per share.
(iv) On December 20, 1994, Ms. Christine J. Marocco exercised a
stock option to purchase 20,000 shares of Class A Common Stock at an exercise
price of $1.02 per share.
In addition, or a result of the transaction described in Item 4, all
of the foregoing persons will in the future exchange their shares of the
Company for shares of Intercable.
<PAGE> 11
APPENDIX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
JONES SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480241108
-----------------------------------
(CUSIP Number)
Charles P. Northrop, Esq., 9697 E. Mineral Ave., Englewood, CO 80112
(303) 792-3111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 25, 1987
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 480241108 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
I.R.S. Identification No. 84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones International, Ltd., a Colorado corporation. Principal business and
address: A holding company; 9697 E. Mineral Ave., Englewood, CO 80112
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 48,672,801 shares of Class A Common Stock
415,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 48,672,801 shares of Class A Common Stock
415,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,672,801 shares of Class A Common Stock
415,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89% of Class A Common Stock
100% of Class B Common Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 13
ITEM 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par
value, of Jones Spacelink, Ltd., a Colorado corporation ("Spacelink"). The
address of Spacelink's principal executive offices is 9697 East Mineral Avenue,
Englewood, Colorado 80112.
ITEM 2. Identity and Background.
I. (a) Name: Jones International, Ltd. ("International")
(b) State of Incorporation: Colorado
(c) Principal Business: Owning, operating and managing
cable television systems and satellite master antenna
television systems throughout the United States.
(d) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(e) Criminal Convictions: None
(f) Civil Proceedings Involving Violations of Securities
Laws: None
II. (a) Name: Glenn R. Jones ("Jones")
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Chairman of the Board of
Directors, Chief Executive Officer and President of
Intercable. He is also Chairman of the Board of
Directors of Spacelink, International and various
subsidiaries of Intercable or of International,
including The Jones Group, Ltd., Data Transmission,
Inc., International Aviation, Ltd., Colorado
Intercable, Inc., Evergreen Intercable, Inc., Jones
Capital Markets, Inc., Jones Futura Foundation,
Ltd., Jones Futurex, Inc., Jones Information
Management, Inc., Jones Properties, Inc., Jones
Tri-City Intercable, Inc. and Sky Merchant, Inc. All
of the above-mentioned corporations are Colorado
corporations and all have their principal offices at
9697 East Mineral Avenue, Englewood, Colorado 80112.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
<PAGE> 14
III. (a) Name: Charles P. Northrop
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Vice President/General Counsel
and Secretary of International and officer and
director of several affiliated companies.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
IV (a) Name: Hana B. Rokusek
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Treasurer and a Director of
International and officer of several affiliated
companies.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
V. (a) Name: Christine E. Jones
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Vice President and Director of
International.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
ITEM 3. Source and Amount of Funds or Other Consideration.
The securities for which this Schedule is being filed were
acquired pursuant to an Agreement, dated as of March 25, 1987, between
International and Spacelink (the "Agreement").
Pursuant to the Agreement, Spacelink will issue and sell to
International 41,659,263 shares of its Class A Common Stock, $.01 par value per
share, free and clear of all security interests, liens, pledges, encumbrances
and rights of other persons, in exchange for 2,859,240 shares of Common Stock
of Intercable and 6,000 shares of Common Stock, no par value per share, of The
<PAGE> 15
Jones Group, Ltd., all of which shares are owned directly by International. No
funds or other consideration will be used in the transaction.
ITEM 4. Purpose of Transaction.
The acquisition of securities of Intercable and The Jones
Group, Ltd. by Spacelink will enhance its ability to obtain financing essential
for its continued growth enabling it to acquire additional cable television and
SMATV systems.
The pro-forma effect of these acquisitions as of November 30,
1986, would increase total assets of Spacelink from slightly over $5,000,000 to
approximately $308,000,000. Shareholders' investment would increase from
approximately $2,600,000 to approximately $17,400,000. Net income for the year
ended May 31, 1986, would increase from a net loss to over $3,000,000, and
would increase from a net loss to over $1,400,000 for the six months ended
November 30, 1986.
ITEM 5. Interest in Securities of the Issuer.
Note: All shares referred to below are shares of the Class A Common Stock,
$.01 par value, of Spacelink.
(a) Number of shares outstanding following the transaction
reported herein: 54,795,451
Number of shares beneficially owned by:
<TABLE>
<S> <C> <C>
(1) International: 48,672,801
Percent of Class 89%
(2) Glenn R. Jones: 50,651,301
Percent of Class 92%
(3) Charles P. Northrop: 0
Percent of Class 0
(4) Hana B. Rokusek 100,000
Percent of Class .2%
(5) Christine E. Jones 70,000
Percent of Class .1%
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C>
(b) (1) International:
Sole voting power: 48,672,801
Shared voting power: 0
Sole power of disposition: 48,672,801
Shared power of disposition: 0
Includes 48,654,801 shares held of record by International and
18,000 shares held of record by Data Transmission, Inc., all
of whose shares are owned by International. One hundred
percent (100%) of the stock of International is owned by Mr.
Jones.
(1) Glenn R. Jones:
Sole voting power: 50,651,301
Shared voting power: 0
Sole power of disposition: 50,651,301
Shared power of disposition: 0
Includes 48,654,801 shares held of record by International and
18,000 shares held of record by Data Transmission, Inc., all
of whose shares are owned by International, and 1,978,500
shares held of record by Mr. Jones directly. Mr. Jones owns
100% of the outstanding stock of International. Christine E.
Jones is the daughter of Mr. Jones.
(3) Hana B. Rokusek:
Sole voting power: 100,000
Shared voting power: 0
Sole power of disposition: 100,000
Shared power of disposition: 0
(4) Christine E. Jones:
Sole voting power: 70,000
Shared voting power: 0
Sole power of disposition: 70,000
Shared power of disposition: 0
</TABLE>
(c) See Item 3 of this Schedule for a description of transactions
in the class of securities effected during the past sixty (60)
days by the persons named in paragraph (a) of this Item 5.
(d) None.
(e) Not applicable.
<PAGE> 17
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the terms of the Articles of Incorporation of
Spacelink, each share of Class A Common Stock is entitled to one-twentieth of a
vote per share and each share of Class B Common Stock is entitled to one vote
per share. In addition, holders of Class B Common Stock elect 75 percent of
the Board of Directors. Mr. Jones, through his ownership of 100 percent of the
shares of Class B Common Stock and 92 percent of the shares of Class A Common
Stock, controls the Spacelink Board of Directors and (as to matters not
requiring class voting) casts approximately 93 percent of all votes cast on
matters submitted to Spacelink shareholders.
Other than as set forth above, there are no contracts,
arrangements, understandings of relationships (legal or otherwise) between the
persons named in Item 2 or between such persons and any person with respect to
any securities of the issuer, including, but not limited to transfer or voting
of any arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies, other than Glenn Jones'
relationship with International as a Director, President and its sole
shareholder.
ITEM 7. Material to be Filed as Exhibits.
1) Copy of the Agreement relating to the acquisition of
Issuer control.
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: June 2, 1987.
JONES INTERNATIONAL, LTD.
By: /s/ Charles P. Northrop
Charles P. Northrop
Vice President
<PAGE> 18
APPENDIX B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480248102
-----------------------------------
(CUSIP Number)
Glenn R. Jones, 5275 DTC Parkway, Englewood, Colorado 80111 (303) 740-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 6, 1983
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 19
SCHEDULE 13D
CUSIP NO. 846248102 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones
Soc. Sec. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 6,013,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,013,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,013,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63% of Class A Common Stock
100% of Class B Common Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480248102
-----------------------------------
(CUSIP Number)
Glenn R. Jones, 5275 DTC Parkway, Englewood, Colorado 80111 (303) 740-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 6, 1983
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 21
SCHEDULE 13D
CUSIP NO. 846248102 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5,513,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,513,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,513,008 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58% of Class A Common Stock
100% of Class B Common Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 22
Amendment No. 2 to Schedule 13D
Jones International, Ltd., a Colorado corporation
("International"), and Glenn R. Jones hereby amend their Statements on Schedule
13D dated May 31, 1982, as amended by their Amendment No. 1 to Schedule 13D,
dated August 10, 1982 (the "Original 13D, as amended") relating to shares of
the Class A Common Stock, par value $.01 per share (the "Stock"), of Spacelink,
Ltd., a Colorado corporation ("Spacelink"). Unless specifically modified by
this Amendment No. 2, the responses contained in the Original 13D, as amended,
shall remain unchanged and in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 in the Original 13D, as amended, is
hereby amended by the addition of the following paragraphs:
On April 6, 1983, International and Spacelink consummated a
Purchase and Sale Agreement dated as of December 1, 1982 pursuant to which
International, as sole shareholder of Tri-Comm Systems, Inc., a Florida
corporation ("Tri-Comm") which owns certain master antenna television systems
in the State of Florida, transferred all of the shares of capital stock of
Tri-Comm, consisting of 100 shares of common stock, $5.00 par value per share,
to Spacelink in exchange for 1,520,727 shares of the Stock. A copy of this
Agreement is attached hereto as Exhibit A. The number of shares of Stock
issued to International is subject to adjustment based on the audited
financials of Tri-Comm to be prepared by independent auditors as of May 31
1983.
The exchange price for this transaction was determined as
follows: (1) two independent appraisals of the value of Tri-Comm's operating
systems were obtained; (2) the average of such appraisals was discounted by ten
percent (10%) and adjusted for the historical carrying values of its other
assets and liabilities as of November 30, 1982; (3) such adjusted average was
divided by
<PAGE> 23
$.45833, this being the agreed-upon value of a share of the Stock
for purposes of the transaction. The average market price of a share of Stock
during the month of November 1982 was $.34.
On April 6, 1983, Spacelink and Colorado Intercable, Inc., a
Colorado corporation ("CIC") consummated a Purchase and Sale Agreement dated as
of March 1, 1983, pursuant to which Spacelink acquired the assets of CIC
comprising the community antenna television systems serving Empire, Georgetown
and Idaho Springs, Colorado (the "Systems"), for a price of $848,833. The
total purchase price was determined based on an independent appraisal of the
Systems, decreased by 10% and adjusted for certain assets and liabilities
related to the Systems. The purchase price was paid by Spacelink by the
issuance to CIC of 2,780,779 shares of the Stock of Spacelink. The number of
shares of stock delivered to CIC was determined by dividing the purchase price
by $.30525, the agreed-upon value of a share of the Stock for purpose of the
transaction. For the thirty day period immediately preceding March 25, the
average market price of a share of the Stock was $.2775.
International owns 89% of the issued and outstanding shares of
capital stock of CIC, it may be deemed to be the beneficial owner of the Stock
acquired by CIC upon the sale of the Systems.
In addition to the above transactions, International acquired
100,000 shares of the Stock from Howard O. Thrall on February 9, 1983.
International acquired such shares for a price of $1,000 paid from the working
capital of the corporation.
Finally, International has transferred 50,000 shares of the
Stock to Patrick J. Lombardi, an officer and employee of International as a
bonus.
As a consequence of the above transactions, International may
now be deemed to own 5,513,008 shares of the Stock, representing approximately
58% of the issued and outstanding shares of Stock.
<PAGE> 24
Item 5. Interest in Securities of the Issuer.
The response to Item 5(a) in the Original 13D as the same
relates to International, Glenn R. Jones and Patrick J. Lombardi is deleted in
its entirety and the following is inserted in its place;
(a) International now owns 5,513,008 (approximately 58%)
of the issued and outstanding shares of Stock of Spacelink. Glenn R. Jones now
beneficially owns 6,013,008 (approximately 63%) of the issued and outstanding
shares of Stock of Spacelink. This number includes the Stock owned or
controlled by International, as Glenn R. Jones is the sole shareholder of
International. Patrick J. Lombardi now owns 50,000 (approximately .005%) of
the issued and outstanding shares of stock of Spacelink. The total number of
shares of Stock now outstanding is 9,536,506.
(b) International now has the sole power to vote or to
direct the vote and sole power to dispose of, or to direct the disposition of
5,513,008 shares of the Stock. International does not now have the shared
power to vote or to direct the vote, or shared power to dispose of or to direct
the disposition of any shares of the Stock.
Glenn R. Jones now has the sole power to vote or to direct the
vote and sole power to dispose of, or to direct the disposition of 6,013,008
shares of Stock, which number includes 400,000 shares of Stock owned directly
by Mr. Jones, 100,000 shares of Stock which Mr. Jones holds a trustee for
members of his family and 5,513,008 shares of Stock owned or controlled by
International, whose sole shareholder is Mr. Jones. Glenn R. Jones does not
now have the shared power to vote or to direct the vote, or shared power to
dispose of or to direct the disposition of any shares of the Stock.
Patrick J. Lombardi now has the sole power to vote or to
direct the vote and sole power to dispose of, or to direct the disposition of
50,000 shares of the Stock. Mr. Lombardi does not now have the shared power to
vote or to
<PAGE> 25
direct the vote or the shared power to dispose of, or to direct the
disposition of any shares of the Stock.
(c) See Item 3 of this Amendment No. 2 for a description
of transactions in the Stock effected during the past sixty (60) days by the
persons named in paragraph (a) of this Item 5.
(d) None.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
The following documents constitute the exhibits to this
Amendment No. 2 to Schedule 13D:
1. Exhibit A - Purchase and Sale Agreement, dated as of
March 25, 1983, by and between International and Spacelink.
2. Exhibit B - Purchase and Sale Agreement, dated as of
March 25, 1983, by and between Spacelink and CIC.
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.
JONES INTERNATIONAL, LTD.
August 15,1983 /s/ Glenn R. Jones
(Date) Glenn R. Jones
President
GLENN R. JONES
/s/ Glenn R. Jones
(14704)
<PAGE> 26
APPENDIX C
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
846248102
-----------------------------------
(CUSIP Number)
GLENN R. JONES, 5275 DTC Parkway, Englewood, Colorado 80111 (303) 740-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 10, 1982
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 27
SCHEDULE 13D
CUSIP NO. 846248102 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones
Soc. Sec. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,661,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,661,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,661,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7% Class A
100.0% Class B
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
846248102
-----------------------------------
(CUSIP Number)
GLENN R. JONES, 5275 DTC Parkway, Englewood, Colorado 80111 (303) 740-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 10,1982
-----------------------------------
(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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 29
SCHEDULE 13D
CUSIP NO. 846248102 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,161,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,161,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2% Class A
100.0% Class B
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 30
ITEM 1. SECURITY AND ISSUER
No change.
ITEM 2. IDENTITY AND BACKGROUND
I. (a) Name: Glenn R. Jones
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Chairman of the Board of
Directors, Chief Executive Officer of Spacelink,
Spacelink of Florida, Ltd., a Colorado coproration
("SFL"), Jones Intercable, Inc., a Colorado
corporation ("Intercable"), Jones International,
Ltd. (see below), and various subsidiaries of Jones
International, Ltd. Intercable is a public company
whose securities are traded over-the-counter and on
the NASDAQ System.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
I. (a) Name: Jones International, Ltd. ("International")
(b) State of Incorporation: Colorado
(c) Principal Business: Non-public holding company
owning equity interests in several companies in the
cable television and master antenna television
industries and in related industries. Mr. Glenn R.
Jones owns all the outstanding capital stock of
International.
(d) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(e) Criminal Convictions: None
<PAGE> 31
(f) Civil Proceedings Involving Violations of Securities
Laws: None
II.A. The following persons (in addition to Mr. Jones) are officers
or directors of International:
(1) (a) Name: Hana B. Rokusek
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Treasurer and a
Director of International; a Director of
Spacelink.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of
Securities Laws: None
(f) Citizenship: USA
(2) (a) Name: David L. Kuhn
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Secretary of
Intercable; Secretary and a director of
International.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of
Securities Laws: None
(f) Citizenship: USA
(3) (a) Name: Patrick J. Lombardi
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
<PAGE> 32
(c) Principal Occupation: a Vice President of
International; Treasurer and a Director of
Spacelink.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of
Securities Laws: None
(f) Citizenship: USA
(4) (a) Name: James D. Nichols, Sr.
(b) Business Address: 9700 Fair Oaks Boulevard
Suite G
Fair Oaks, California 95628
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of
Securities Laws: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The subject transaction constituted an adjustment in the
number of shares of Spacelink's Class A Common Stock paid as consideration by
Spacelink to International in connection with a transaction occurring on May
31, 1982, which was reported on the initial Schedule 13D filed by these
reporting persons on or about July 12, 1982. Such adjustment was made in
accordance with the terms of the transaction previously reported, as described
in the earlier filing. Thus, no additional consideration was paid for the
securities acquired in the subject transaction.
ITEM 4. PURPOSE OF TRANSACTION
The subject transaction constituted an adjustment in the
consideration paid by Spacelink to International in connection with a
transaction occurring on May 31, 1982, which was reported on the initial
Schedule 13D filed by these reporting persons on or about July 12, 1982. Such
adjustment was
<PAGE> 33
made in accordance with the terms of the transaction previously reported, as
described in the earlier filing.
Prior to the transaction reported earlier, Mr. Jones, directly
or through International, beneficially owned 1,161,502 shares of Class A Common
Stock and 265,000 shares of Class B Common Stock. Such shares were purchased
by Mr. Jones or International for a price of $.01 per share. The source of the
funds used in making such purchases was cash on hand.
Prior to the subject transaction, and as a result of the
transaction reported earlier, Mr. Jones, directly or through International,
beneficially owned 1,611,502 shares of Class A Common Stock and 265,000 shares
of Class B Common Stock. Mr. Jones has held voting control of Spacelink
continuously from its inception to the present, and continues to hold such
voting control.
The purpose of the transaction reported earlier was for
International to contribute all of the issued and outstanding shares of SFL to
the capital of Spacelink, thus making SFL a wholly-owned subsidiary of
Spacelink, in exchange for an estimated 450,000 shares of Class A Common Stock
of Spacelink (such number of shares being subject to adjustment following the
fiscal year-end of SFL).
After the fiscal year-end audit of SFL was completed, the
adjustment provided for in the transaction reported earlier was made in
accordance with its terms, resulting in the issuance by Spacelink to
International of an additional 50,000 shares of the Class A Common Stock of
Spacelink.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Note: All shares referred to below are shares of the Class A Common
Stock, $.01 par value, of Spacelink.
(a) Number of shares outstanding following the transaction
reported herein: 5,235,000
Number of shares beneficially owned by:
(1) Glenn R. Jones: 1,661,502
Percent of Class: 31.7%
(2) International: 1,161,502
Percent of Class: 22.2%
<PAGE> 34
(3) Hana B. Rokusek: 100,000
Percent of Class: 1.9%
(4) David L. Kuhn: 0
(5) Patrick J. Lombardi: 0
(6) James D. Nichols: 0
(b) (1) Glenn R. Jones
Sole voting power: 1,661,502
Shared voting power: 0
Sole power of disposition: 1,661,502
Shared power of disposition: 0
Mr. Jones owns 400,000 shares directly and 100,000 shares as
trustee for members of his family. The remaining 1,161,502 shares beneficially
owned by Mr. Jones are owned by record by International, whose stock is
100%-owned by Mr. Jones.
(2) International:
Sole voting power: 1,161,502
Shared voting power: 0
Sole power of disposition: 1,161,502
Shared power of disposition: 0
100% of the stock of International is owned by Mr. Jones.
(3) Hana B. Rokusek
Sole voting power: 100,000
Shared voting power: 0
Sole power of disposition (see Item 6): 100,000
<PAGE> 35
Shared power of disposition: 0
(c) None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the terms of the Articles of Incorporation of
Spacelink, each share of Class A Common Stock is entitled to one-twentieth of a
vote per share and each share of Class B Common Stock is entitled to one vote
per share. In addition, holders of Class B Common Stock elect 75 percent of
the Board of Directors. Mr. Jones, through his ownership of 100 percent of the
shares of Class B Common Stock and 31.7 percent of the shares of Class A Common
Stock, controls the Spacelink Board of Directors and (as to matters not
requiring class voting) casts approximately 66 percent of all votes cast on
matters submitted to Spacelink shareholders.
Pursuant to an agreement among Ms. Rokusek, Spacelink and
International dated April 29, 1981, Ms. Rokusek may not dispose of 50 percent
of the aforementioned 100,000 shares of Class A Common Stock owned by her until
October 29, 1983 and may not dispose of the remaining 50 percent until April
29, 1986. International and Spacelink are also parties to similar agreements
with other persons (listed under Item 7) holding an aggregate of 473,498 shares
of the Class A Common Stock of Spacelink. Such similar agreements are also
dated April 29, 1981, and contain the same restrictions as to disposition of
shares. Upon the occurrence of any of certain events of default with respect
to Ms. Rokusek or any of the other persons holding Class A Common Stock subject
to those agreements, International would have the right to purchase all or part
(depending on certain circumstances) of the Class A Common Stock held by the
defaulting person for $.01 per share. (See Item 7.)
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Five agreements dated April 29, 1981, as amended in certain
cases, among International, Spacelink, and persons referred to in Item 6,
concerning Class A Common Stock held by such persons. Such agreements, the
parties thereto (other than International and Spacelink), and the amount of
shares of Class A Common Stock governed by each, are as follows:
<PAGE> 36
<TABLE>
<CAPTION>
Exhibit
No. Name No. of Shares
--- ---- -------------
<S> <C> <C>
1 Howard O. Thrall 200,000
2 Hana B. Rokusek 100,000
3 Neil E. Jones 86,749
(as amended by
Exhibit 3a)
4 Robert J. Lewis 86,749
(as amended by
Exhibit 4a)
5 Charles R. Martz 100,000
</TABLE>
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.
September 3, 1982
JONES INTERNATIONAL, LTD.
By: /s/ Glenn R. Jones
Glenn R. Jones, President
/s/ Glenn R. Jones
Glenn R. Jones
<PAGE> 37
APPENDIX D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
846248 10 2
-----------------------------------
(CUSIP Number)
GLENN R. JONES, 5275 DTC PARKWAY, ENGLEWOOD, COLORADO 80111
303-740-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 31, 1982
-----------------------------------
(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 /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE> 38
SCHEDULE 13D
CUSIP NO. 846248 10 2 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,611,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,611,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1% Class A
100.0% Class B
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 39
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
846248102
-----------------------------------
(CUSIP Number)
GLENN R. JONES, 5275 DTC PARKWAY, ENGLEWOOD, COLORADO 80111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 31, 1982
-----------------------------------
(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 /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
<PAGE> 40
SCHEDULE 13D
CUSIP NO. 846248102 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,111,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,111,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,502 shares of Class A Common Stock
500,000 shares of Class B Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4% of Class A Common Stock
100.0% of Class B Common Stock
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 41
ITEM 1. SECURITY AND ISSUER
Issuer: Spacelink, Ltd., a Colorado corporation
("Spacelink"), formerly Jones Spacelink, Ltd.
Address of principal executive office: 3901 Westerly Place
Suite 101
Newport Beach, California 92660
ITEM 2. IDENTITY AND BACKGROUND
(4)(1) (a) Name: Glenn R. Jones
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Chairman of the Boards of Directors and
Chief Executive Officer of Spacelink, Jones Intercable, Inc.,
a Colorado corporation ("Intercable"), Jones International,
Ltd. ("International"), and various subsidiaries of
International. Intercable is a public company whose
securities are traded over-the-counter and on the NASDAQ
System.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
(2) (a) Name: Jones International, Ltd.
(b) State of Incorporation: Colorado
(c) Principal Business: Non-public holding company owning equity
interests in several companies in the cable television and
master antenna television industries and in related
industries. Mr. Glenn R. Jones owns all the outstanding
capital stock of International.
(d) Principal Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(e) Criminal Convictions: None
<PAGE> 42
(f) Civil Proceedings Involving Violations of Securities Laws:
None
The following persons (in addition to Mr. Jones) are officers or directors of
Jones International, Ltd.:
(1) (a) Name: Hana B. Rokusek
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Treasurer and a Director of
International; Treasurer of Intercable; a Director of
Spacelink.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
(2) (a) Name: David L. Kuhn
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: Secretary of Intercable; Secretary and
a Director of International.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
(3) (a) Name: Patrick J. Lombardi
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: a Vice President of International;
Treasurer and a Director of Spacelink.
(d) Criminal Convictions: None
<PAGE> 43
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
(4) (a) Name: James D. Nichols, Sr.
(b) Business Address: 9700 Fair Oaks Boulevard
Suite G
Fair Oaks, California 95628
(c) Principal Occupation: a Vice President of International;
President and a Director of Jones Futura Foundation, Ltd. and
Jones Futurex, Inc., both of which are wholly-owned
subsidiaries of International.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
(5) (a) Name: Renee Friedman
(b) Business Address: 5275 DTC Parkway
Englewood, Colorado 80111
(c) Principal Occupation: a Vice President of International;
Administrative Assistant to Glenn R. Jones
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities Laws:
None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration used in this acquisition of securities of
the issuer was all the common stock of Spacelink of Florida, Ltd., a Colorado
corporation.
<PAGE> 44
Prior to this transaction, Spacelink of Florida, Ltd. was wholly owned by
International. International is wholly owned by Glenn R. Jones.
ITEM 4. PURPOSE OF TRANSACTION
Prior to the subject transaction, Mr. Jones, directly or
through International, beneficially owned 265,000 shares of Class B Common
Stock and 1,161,502 shares of Class A Common Stock, giving him voting control
of Spacelink.
The purpose of the subject transaction was for International
to contribute all of the issued and outstanding shares of Spacelink of Florida,
Ltd. ("SFL") to the capital of Spacelink, thus making SFL a wholly-owned
subsidiary of Spacelink, in exchange for an estimated 450,000 shares of Class A
Common Stock of Spacelink (such number of shares being subject to adjustment
following the fiscal year-end audit of SFL).
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Note: all shares referred to below are shares of the Class A Common
Stock, par value $.01 per share, of Spacelink.
(a) Number of shares outstanding following the acquisition:
5,185,000
Number of shares beneficially owned by
(1) Glenn R. Jones: 1,611,502
Percent of Class: 31.1%
(2) International: 1,111,502
Percent of Class 21.4%
(3) Hana B. Rokusek: 100,000
Percent of Class: 1.9%
(4) David L. Kuhn: 0
(5) Patrick J. Lombardi: 0
<PAGE> 45
(6) James D. Nichols: 0
(7) Renee Friedman: 0
(b) (1) Glenn R. Jones
Sole voting power: 1,611,502
Shared voting power: 0
Sole power of disposition: 1,611,502
Shared power of disposition: 0
Mr. Jones owns 400,000 shares directly and 100,000 shares as
trustee for members of his family. The remaining 1,111,502 shares beneficially
owned by Mr. Jones are owned of record by International, whose stock is 100%
owned by Mr. Jones
(2) International:
Sole voting power: 1,111,502
Shared voting power: 0
Sole power of disposition: 1,111,502
100% of the stock of International is owned by Mr. Jones.
(3) Hana B. Rokusek:
Sole voting power: 100,000
Shared voting power: 0
Sole power of disposition (see Item 6): 100,000
Shared power of disposition: 0
(c) None
<PAGE> 46
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER:
Pursuant to the terms of the Articles of Incorporation of
Spacelink, each share of Class B Common Stock is entitled to one vote per share
and each share of Class A Common Stock is entitled to one-twentieth of a vote
per share. In addition, holders of Class B Common Stock elect 75% of the Board
of Directors. Mr. Jones, through his ownership of 100% of the shares of Class
B Common Stock, controls the Board of Directors and casts approximately 66% of
all votes cast on matters submitted to Spacelink shareholders.
Pursuant to an agreement among Ms. Rokusek, Spacelink and
International dated April 29, 1981, Ms. Rokusek may not dispose of 50,000 of
the aforementioned 100,000 shares of Class A Common Stock owned by her until
October 29, 1983 and may not dispose of the remaining 50,000 shares until April
29,1986.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
(1) Agreement dated as of May 25, 1982 between Jones
International, Ltd. and Spacelink, Ltd.
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.
JONES INTERNATIONAL, LTD.
July 12, 1982 By: /s/ Glenn R. Jones
Glenn R. Jones, President
/s/ Glenn R. Jones
Glenn R. Jones
