SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NET LNNX, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
64107P 10 2
(CUSIP Number)
Ronald W. Hayes, Jr.
408 Gulf Road
North Palm Beach, FL 33408
(407) 844-6480
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Reporting Person)
December 31, 1996
(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 this 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 reminder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (However, see
the Notes.)
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CUSIP No. 64107P 10 2
(1) Names of Reporting Persons/SS or IRS Identification Nos. of Above
Persons:
R H Financial Services, Inc.
(2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a)
(b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
(6) Citizenship or Place of Organization Florida
Number of (7) Sole Voting Power 500,000
Shares Bene-
ficially (8) Shared Voting Power
Owned by
Each Report- (9) Sole Dispositive Power 500,000
ing Person
With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 25.6%
(14) Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer
This statement relates to the Common Stock, no par value ("Common
Stock") of Net Lnnx, Inc. ("Company"). The principal executive offices of
the Company are presently located at 324 Datura Street, Suite 150, West Palm
Beach, Florida 33401.
Item 2. Identity and Background
The Reporting Person is R H Financial Services, Inc., 408 Gulf Road,
North Palm Beach, Florida 33408. The President and controlling stockholder of
R H Financial Services, Inc. is Ronald W. Hayes, Jr. On January 4, 1997, Mr.
Hayes was appointed President of Net Lnnx, Inc.
Ronald W. Hayes, Jr., during the last five (5) years has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Ronald W. Hayes, Jr., during the last five (5) years, has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgement, decree or final order enjoining final violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with resect to such laws.
The above individual is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has agreed to pay consideration totaling $300,000,
payable $25,000 at closing on December 31, 1996, $25,000 on January 14, 1997,
$50,000 on January 31, 1997, and $50,000 on each of March 31, June 30,
September 30 and December 31, 1997. The source of the funds was from the
company's equity capital.
Item 4. Purpose of Transaction
The purpose of the transaction was to provide operating capital to the
company and to grant control to R H Financial Services, Inc.
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The Reporting Person became the President of the Issuer on January 4,
1997.
The Reporting Person is currently negotiating a proposal to sell the
Issuer's interest in Communications/USA, Inc., its majority owned subsidiary.
The Reporting Person also reserves the right to actively pursue various other
proposals which could relate to or would result in:
a. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
b. A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
c. Any material change in the present capitalization or dividend
policy of the Issuer;
d. Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
e. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
f. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
g. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of December 31, 1996 the Reporting Person had interest in the
Securities of the Issuer as follows:
Name: R H Financial Services, Inc.
No. of Shares: 500,000
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned: 25.6%
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On December 31, 1996, the Reporting Person entered into an
agreement with the Issuer to acquire 500,000 shares of the Issuer's common
stock as set forth above in Item 3.
In addition, the Reporting Person entered into a Voting Trust Agreement
with Robert C. Hackney for a period of two years, to vote 314,000 shares of
the Issuer's common stock. The Voting Trust Agreement gives the Reporting
Person the right to vote the common stock, but any dividends paid during the
period would be paid to the holder or holders of the Voting Trust
Certificate(s). In addition, the Reporting Person does not have the right to
dispose of the common stock during the term of the agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there are no
understandings, contracts or arrangements among or between the Reporting
Person or any other person with respect to the transfer of voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Stock Purchase Agreement between the Issuer and the Reporting Person
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SIGNATURES
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: January 8, 1997
R H Financial Services, Inc.
/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr., President
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into this 31st day of December
1996, by and among R H FINANCIAL SERVICES, INC. (hereinafter referred to as
the "Purchaser") and NET LNNX, INC., (hereinafter referred to as the "Seller"
or the "Corporation".
In consideration of the mutual agreements contained herein, and upon the basis
of the representations and warranties hereinafter set forth, the parties to
this Stock Purchase Agreement do hereby agree as follows:
SECTION 1
PURCHASE AND SALE OF STOCK
Subject to the terms and conditions of this Agreement, the Corporation
hereby sells, assigns, transfers and delivers to the Purchaser, 500,000 newly
issued restricted shares of common stock of Net Lnnx, Inc.
SECTION 2
CONSIDERATION FOR TRANSFER AND CLOSINGS
At the closing on December 31, 1996, and in full consideration for the
assignment, transfer and delivery to the Purchaser, the Purchaser will deliver
to the Corporation, the sum of $300,000, payable as follows at Closing: The
sum of $25,000 in cash on or before January 6, 1996, $25,000 on or before
January 14, 1996, (when due diligence shall have been completed), and
promissory notes for a total of $250,000 payable $50,000 on January 31, 1997,
$50,000 on March 31, 1997, $50,000 on June 30, 1997 and $50,000 on September
30, 1997, and $50,000 on December 31, 1996.
The Closing shall be held at the offices of Net Lnnx, Inc. on the Closing
Date, unless another time or place is mutually agreed upon by the Corporation
and the Purchaser.
SECTION 3
REPRESENTATIONS AND WARRANTIES BY THE CORPORATION
1. Corporation's Representations and Warranties. The Corporation
represents and warrants to and agrees with Purchaser as follows:
(a) Corporate Organization and Good Standing. Net Lnnx, Inc. is a
corporation duly organized, and validly existing under the laws of the
Commonwealth of Pennsylvania, and has full corporate power and authority to
carry out its business as it is now being conducted and to own and lease
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property, and is duly qualified or authorized to do business and is in good
standing in each jurisdiction in which the character and location of the
properties owned or leased by it or the nature of business transacted by it
makes those qualifications or authorizations necessary, except for
jurisdictions in which the failure to be so qualified or authorized or to be
in good standing would not, individually or in the aggregate, have a material
adverse effect on the business or financial condition of Net Lnnx, Inc. Net
Lnnx, Inc. is not presently being challenged as to its right to do business
as presently conducted in any jurisdiction.
(b) Authority. The Corporation has full legal right, power, and
authority to sell, assign and transfer the shares of common stock to
Purchaser, and the delivery of such Shares to the Purchaser pursuant to the
provisions of this Agreement will transfer valid title thereto, free and clear
of all liens, encumbrances, claims, and restrictions of every kind.
(c) No Violation. Net Lnnx is not, and by the execution and
performance of this Agreement, will not be, in breach of any term or provision
of or in default under, and no event has occurred that with the lapse of time
or action by a third party could result in a default under, any outstanding
indenture, mortgage, contract or agreement to which Net Lnnx is a party or to
which Net Lnnx may be subject, or under any provision of its articles of
incorporation or Bylaws. The execution and performance of this Agreement by
Net Lnnx will not violate any order, injunction, decree, statute, rule or
regulation applicable to Net Lnnx or any of its properties or assets.
(d) Title. Net Lnnx owns good and merchantable title free and clear
of any liens, claims, encumbrances, options, charges or assessments to all of
its properties and other assets used in connection with its business,
including, but not limited to, those reflected in the balance sheet of Net
Lnnx and subsidiaries as of September 30, 1996. Net Lnnx carries such
insurance with reputable insurers in respect of its properties and businesses
as is customary for similar businesses and as is adequate for the business
conducted by Net Lnnx.
SECTION 4
MISCELLANEOUS
1. Entire Agreement. This Agreement, and the documents referred to
herein, constitute the entire agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
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parties. Nothing in this agreement, express or implied, is intended to confer
upon any third party any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.
2. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Florida.
3. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
4. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
5. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. Confirmation of execution by telex or by telecopied facsimile
signature page shall be binding upon any party so confirming or
telecopying.
6. Jurisdiction and Venue. Each of the parties irrevocably and
unconditionally: (a) agrees that any suit, action or other legal proceeding
arising out of or relating to this Agreement may, and to the extent permitted
by the courts of the State of Florida shall be, brought in the courts of
record of the State of Florida in Palm Beach County; (b) consents to the
jurisdiction of such courts in any such suit, action or proceeding; and (c)
waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in such courts.
7. Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Agreement on the day and year first above written.
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Signed and Delivered in the presence of:
CORPORATION:
NET LNNX, INC.
By: /s/Robert C. Hackney
ROBERT C. HACKNEY
PURCHASER:
R H FINANCIAL SERVICES, INC.
By: /s/Ronald W. Hayes, Jr.
RONALD W. HAYES, JR., PRESIDENT
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