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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Telenetics Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87943P408
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(CUSIP Number)
Michael Armani, President
Telenetics Corporation
2511 Arctic Ocean
Lake Forest, CA 92630
(949) 455-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 14, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
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 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 4 Pages
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CUSIP No. 87943P408 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Harvey Bibicoff
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(2) Check the Appropriate Box if a Member (a) Not Applicable
of a Group* (b) /X/
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(3) SEC Use Only ___________________
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 703,478
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(8) Shared Voting
Power
Not Applicable
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(9) Sole Dispositive
Power
703,478
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(10) Shared Dispositive
Power
Not Applicable
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
703,478
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
Not Applicable
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(13) Percent of Class Represented by Amount in Row (11)
7.27%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
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ITEM 1. SECURITY AND ISSUER
Common Stock
Telenetics Corporation, 25111 Arctic Ocean, Lake Forest, CA 92630
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Harvey Bibicoff
(b) Business address: 1990 Westwood Blvd., #310
Los Angeles, CA 90025
(c) Present principal occupation: President & CEO,
Bibicoff & Associates, Inc.;
corporate marketing and
strategic planning
(d) Not Applicable
(e) Not applicable
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Except for 100,000 shares that were acquired by the reporting person
for services rendered to the issuer pursuant to a Consulting Agreement
dated October 20, 1998 (the "Consulting Agreement") between the
reporting person and the issuer, all shares of the issuer's common
stock were purchased by the reporting person utilizing his checking
account and personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The sole purpose for the reporting person's acquisition of the shares
of the issuers common stock was for investment. The reporting person
has no present plans or proposals which relate to or would result in
any of the events enumerated in subparagraphs (a)-(j) of this item of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number of shares of common stock: 703,478*
Percentage of class of securities: 7.27%
(b) Sole power to vote: 703,478
Shared power to vote: Not Applicable
Sole power to dispose: 703,478
Shared power to dispose: Not Applicable
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* Includes 71,429 shares of the issuer's Series B Convertible Preferred
stock convertible into the issuer's common stock on a share-for-share
basis; stock purchase warrants presently exercisable for the purchase
of 71,429 shares of the issuer's common stock at $1.875 per share;
warrants for the purchase of 120,000 shares of the issuer's common stock
at $1.00 per share; and options presently exercisable for the purchase of
80,000 shares of the issuer's common stock at $0.25 per share.
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Page 4 of 4 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (Continued)
(c) The reporting person has not had any transactions in the issuer's
common stock, except as described herein. The transactions
described herein occurred over a period from October 12, 1998
through May 28, 1999 and consist of 100,000 shares of common stock
issued to the reporting person for services rendered pursuant to
the Consulting Agreement; 160,000 shares of common stock purchased
by the reporting person at $0.25 per share upon his exercise of
stock options granted to the reporting person pursuant to the
Consulting Agreement; options for the purchase of 80,000 shares of
the issuer's common stock at $0.25 per share which are presently
exercisable; warrants to purchase 120,000 shares of common stock
of the issuer exercisable at $1.00 per share acquired in an exempt
issuer offering; 71,429 shares of Series B Convertible Preferred
stock purchased in an exempt issuer offering for cash
consideration of $133,929 convertible into common stock on a
share-for-share basis, and warrants for the purchase of 71,429
shares of common stock exercisable at a price of $1.875 per share;
and the remaining shares of common stock of the issuer purchased
in open market transaction at various prices.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Consulting Agreement with the issuer, which was for
a term of twelve months commencing October 15, 1998, the reporting
person was issued (after giving effect to the issuer's 1-for-5
reverse stock split of its common stock) 100,000 shares of the
issuer's common stock for services rendered and options for the
purchase of 240,000 shares of common stock at $0.25 per share. In
addition, the Consulting Agreement provided that if the reporting
person was successful in directly introducing the issuer to a source
of capital, the reporting person would receive a finder's fee of 3
(three) percent of any amount issued if there is another finder to
be compensated or five (five) percent if there is not other finder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following agreement is filed as an exhibit to this Schedule 13D;
(1) None
(2) None
(3) Consulting Agreement
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.
September 7, 1999
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(Date)
/s/ HARVEY BIBICOFF
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(Signature)
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(Name/Title)
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EXHIBIT 99.1
[LETTERHEAD]
October 20, 1998
Mr. Michael Armani
Chief Executive Officer
Telenetics Corporation
26772 Vista Terrace Drive
Lake Forest, CA 92630
Dear Michael:
This will confirm our understanding and agreement regarding the
relationship between Bibicoff & Associates, Inc. ("Bibicoff") and Telenetics
Corporation ("Telenetics"):
1. Bibicoff will be the exclusive representative of Telenetics in
the areas of stockholder and financial community relations and
will serve as a consultant to the Board of Directors in its
relations with the investment community.
2. The term of our Agreement will be for twelve months beginning on
October 15, 1998. The Agreement may be terminated by Telenetics
for the following reasons only: (a) Harvey Bibicoff leaves
Bibicoff or sells a controlling interest to another entity or
person, or (b) Harvey Bibicoff becomes disabled. Disabled in
this case means unable to perform his usual duties for eight
consecutive weeks or nine weeks out of twelve weeks.
3. Bibicoff will be paid a fee of $10,500 per month plus actual
out-of-pocket expenses. Thirty percent of the fee will be paid
when billed and seventy percent will be accrued until such time
as the company completes a financing of one million dollars
or more.
4. In addition to the above fee, Bibicoff will be granted 500,000
shares of stock and will be granted options to purchase
1,500,000 shares of stock at an exercise price of $.05 per
share. It is understood that both the shares purchased and the
shares into which the options are exercisable ("option shares")
are not registered and may not be sold unless they are
registered or unless they are exempt from registration. Bibicoff
will have piggyback registration rights on both the shares and
option shares. The options will vest and be issued
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500,000 upon execution of this Agreement, 500,000 at the end of
six months and 500,000 at the end of twelve months.
Should Telenetics terminate this Agreement without cause,
all of its financial obligations pursuant to the Agreement would
continue and any unvested options would immediately vest.
Should Telenetics terminate this Agreement with cause,
then the financial obligations of Telenetics would cease and any
unvested options would be terminated.
Should Bibicoff terminate the Agreement for reasonable
cause, all of the financial obligations of Telenetics would
continue and any unvested options would vest immediately.
Should Bibicoff terminate the Agreement without cause,
all of the financial obligations of Telenetics would cease and
any unvested options would vest immediately.
5. Should Bibicoff be successful in directly introducing Telenetics
to a source of capital, Bibicoff would receive a finders fee of
3% of any amount raised if there is another finder to be
compensated or 5% if there is no other finder to be compensated.
6. It is the intent of the parties to this Agreement that Bibicoff
will have meaningful input into all decisions that directly
affect the stockholders and financial community e.g. where the
shares are to be listed; possible splits; selection of materials
to be used in the financial relations program; timing of
information releases.
7. Bibicoff will continuously receive current information regarding
the status of the company. The information will be materially
complete and correct and will not contain any untrue statements
of material fact or omit to state a material fact needed to make
the statements not misleading. In the material which is
currently public information provided by Telenetics, there are
no untrue statements of material fact nor are there omissions of
material fact needed to make the information not misleading.
8. Bibicoff will represent no more than three public companies
without the prior written consent of Telenetics.
If the above is acceptable to you, please so indicate by signing in the
space provided below.
Very truly yours,
/s/ HARVEY BIBICOFF
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Harvey Bibicoff
Chief Executive Officer
AGREED TO AND ACCEPTED
/s/ MICHAEL ARMANI
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Telenetics Corporation, by
Michael Armani, CEO
