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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DATALINK SYSTEMS CORPORATION
----------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
23804 A 10 7
--------------
(CUSIP Number)
Joseph Wynne, 830 Third Avenue, Fourth Floor, New York, NY 10022
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 31, 1998
-------------------------------------------------------
(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.
(Continued on the following page(s))
Page 1 of 9 Pages
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<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 23804 A 10 7 Page 2 of 9 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| COMMONWEALTH ASSOCIATES 13-3467952
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (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
|
| NEW YORK
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | |
| |
SHARES | |
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| | 176,000
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | |
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 610,284
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 610,284
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
| CERTAIN SHARES*
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 24.7%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 23804 A 10 7 Page 3 of 9 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| COMMONWEALTH ASSOCIATES MANAGEMENT CORP., INC. 13-3468747
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (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
|
| NEW YORK
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | |
| |
SHARES | |
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| | 176,000
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | |
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 610,284
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 610,284
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
| CERTAIN SHARES*
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 24.7%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 23804 A 10 7 Page 4 of 9 Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| MICHAEL S. FALK
- --------------------------------------------------------------------------------
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 | |
| |
SHARES | | 40,000
----------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | |
| | 176,000
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | | 240,767
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 610,284
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 851,051
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
| CERTAIN SHARES*
|
- --------------------------------------------------------------------------------
13 | PERCENTAGE CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 31.4%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
------------------
Page 5 of 9 Pages
------------------
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
("Common Stock"), of Datalink Systems Corporation, a Nevada
corporation (the "Company"). The address of the Company's principal
executive office is 1735 Technology Drive, Suite 790, San Jose, CA
95110.
The share information contained herein gives effect to a one-for-ten
reverse stock split effected by the Company.
The shares of Common Stock that are the subject of this statement
include those issuable (i) upon exercise of warrants (the "Agent's
Warrants") issued to Commonwealth to purchase 824,382 shares of Common
Stock, subject to adjustment in certain instances, at an exercise
price of $3.75 per share, and (ii) upon conversion of the shares of
the Company's Series A Convertible Preferred stock, par value $.001
per share (the "Series A Preferred Stock"), currently at a conversion
rate of one share of Common Stock for each share of Series A Preferred
Stock, subject to adjustment in certain instances.
Item 2. Identity and Background.
This statement is filed jointly by Commonwealth Associates
("Commonwealth"), a limited partnership organized under the laws of
New York, whose principal business is investment banking and advisory
services, Commonwealth Associates Management Corp., Inc., the
corporate general partner of Commonwealth (the "General Partner") and
Michael S. Falk (the "Reporting Persons"). Mr Falk is the Chairman and
controlling equity owner of the General Partner. The business address
for the Reporting Persons is 830 Third Avenue, 4th Floor, New York,
New York 10022. During the past five years, none of the Reporting
Persons has been convicted in a criminal proceeding or 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.
Item 3. Source and Amount of Funds or Other Consideration.
Commonwealth acquired the Agent's Warrants on November 5, 1997 in
connection with a private placement (the "Private Placement") of Units
(the "Units") of the Company, pursuant to which Commonwealth acted as
placement agent, each Unit consisting of 40,000 shares of Series A
Preferred Stock and 20,000 warrants (the "Warrants") to purchase the
Company's Common Stock. The Warrants are exercisable at $5.00 per
share for a period commencing November 5, 1998 and expiring on
November 5, 2002. The Agent's Warrants are exercisable at any time
during the five-year period commencing November 5, 1997 and
terminating on November 5, 2002 at an exercise price of $3.75 per
share. On January 22, 1998, Commonwealth distributed an aggregate of
390,098 Agent's Warrants to its officers and employees, including
180,767 Agent's Warrants which were
<PAGE>
------------------
Page 6 of 9 Pages
------------------
distributed to Mr. Falk, 9,967 which were distributed to Robert
Beuret, a director and minority owner of the General Partner, and
7,973 which were distributed to Joseph P. Wynne, an executive officer
of the General Partner. Commonwealth disclaims beneficial ownership of
the Agent's Warrants held by Messrs. Beuret and Wynne and such
individuals disclaim beneficial ownership of the securities
beneficially owned by Commonwealth.
Item 4. Purpose of Transaction.
Not Applicable
The Reporting Persons have no present plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs
(a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider
their position and formulate plans or proposals with respect thereto,
but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) Commonwealth is the beneficial owner of a total of 610,284 shares
of Common Stock, representing approximately 24.7% of the issued
and outstanding shares of Common Stock of the Company (which
excludes the Agent's Warrants held by Messrs. Beuret and Wynne).
The General Partner is the beneficial owner of Commonwealth's
610,284 shares of Common Stock. Mr. Falk is the beneficial owner
of an aggregate of 851,051 shares of Common Stock, consisting of
(i) 40,000 shares of Common Stock which he has the right to
acquire at any time upon conversion of the shares of Series A
Preferred Stock held by him; (ii) 180,767 shares of Common Stock
issuable upon exercise of Agent's Warrants owned directly by him;
(iii) the 610,284 shares of Common Stock beneficially owned by
Commonwealth; and (iv) 20,000 shares of Common Stock issuable
upon exercise of Warrants issued to him in connection with his
purchase of Units in the Private Placement, representing
approximately 31.4% of the issued and outstanding shares of
Common Stock of the Company. In his capacity as Chairman of the
General Partner and controlling equity owner, Mr. Falk shares
voting and dispositive power with respect to the securities
beneficially owned by the General Partner and Commonwealth and
may be deemed to be the beneficial owner of such securities.
The percentages of outstanding shares of Common Stock of the
Company set out in the preceding paragraph is computed based on
2,036,155 shares of Common Stock outstanding as of June 30, 1998,
which does not include the 2,740,000 shares of Series A Preferred
Stock outstanding, which are convertible into 2,740,000 shares of
Common Stock. Holders of the Series A Preferred Stock vote
together with holders of Common Stock on the basis of one vote
for each share of Common Stock into which the Series A Preferred
Stock is then convertible (currently, a one-for-one basis). If
the shares of Common Stock issuable upon conversion of the Series
A Preferred Stock are included in the number of shares of Common
Stock outstanding,
<PAGE>
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Page 7 of 9 Pages
------------------
Commonwealth, the General Partner and Mr. Falk would beneficially
own approximately 11.7%, 11.7% and 15.6%, respectively, of the
issued and outstanding shares of Common Stock of the Company.
(b) Number of shares as to which each such person has:
(i) sole power to vote or to direct the vote:
Mr. Falk has the sole power to vote or to direct the vote of
the 240,767 shares of Common Stock beneficially owned by
him. On November 13, 1997, Commonwealth granted to Anthony
LaPine, president of the Company, an irrevocable proxy (the
"Proxy") previously filed as Exhibit 3 hereto, to vote the
shares of Common Stock issuable upon exercise of the Agent's
Warrants held by Commonwealth and its affiliates for a
period of one year and, accordingly, Mr. Falk does not have
the power to vote or to direct the vote of the 180,767
shares of Common Stock issuable upon exercise of the Agent's
Warrants held by him during the term of the Proxy.
(ii) shared power to vote or to direct the vote:
Commonwealth, the General Partner and Mr. Falk share the
power to vote or direct the vote of the 176,000 shares of
Common Stock beneficially owned by Commonwealth. Pursuant to
the Proxy, neither Commonwealth, the General Partner or Mr.
Falk has the power to vote or to direct the vote of the
shares of Common Stock issuable upon exercise of the Agent's
Warrants held by Commonwealth and its affiliates during the
term of the Proxy.
(iii) sole power to dispose or to direct the disposition of:
Mr. Falk has the sole power to dispose or to direct the
disposition of the 240,767 shares of Common Stock
beneficially owned by him.
(iv) shared power to dispose of or to direct the disposition of:
Commonwealth, the General Partner and Mr. Falk share the
power to dispose or direct the disposition of all of the
610,284 shares of Common Stock beneficially owned by
Commonwealth.
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
<PAGE>
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Page 8 of 9 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Under the terms of the Proxy, Commonwealth granted Anthony LaPine a
one-year irrevocable proxy to vote the shares of Common Stock issuable
upon exercise of the Agent's Warrants held by Commonwealth and its
affiliates and any additional shares of Common Stock issued or issuable
in respect of the Agent's Warrants during the term of the Proxy. The
Proxy shall terminate prior to November 5, 1998 (i) upon the death or
disability of Mr. LaPine, (ii) if Mr. LaPine is no longer serving as
the Chairman or Chief Executive Officer of the Company, or (iii) if
Commonwealth and its affiliates beneficially own less than 10% of the
outstanding Common Stock of the Company.
Item 7. Materials to be Filed as Exhibits.
(1)* Agency Agreement dated as of September 24, 1997 and Amendment No.
1 thereto dated as of October 31, 1997 between Commonwealth and
the Company.
(2)* Certificate of Designation relating to Series A Preferred Stock,
incorporated by reference to Exhibit 99 of the Company's Current
Report on Form 8-K filed with the SEC on December 5, 1997.
(3)* Irrevocable Proxy dated as of November 13, 1997 between
Commonwealth and Anthony LaPine.
(4)* Subscription Agreement regarding purchase of the Company's Series
A Preferred Stock.
(5)* Warrant dated November 5, 1997 to purchase shares of Common Stock
issued to Commonwealth.
(6)* Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act.
- -------------------
* Previously filed.
<PAGE>
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Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 21, 1998 Commonwealth Associates, a New York
New York, New York limited partnership
By: Commonwealth Associates
Management Corp., Inc., its
general partner
By: /s/ JOSEPH WYNNE
---------------------------------
Joseph Wynne
Chief Financial Officer
/s/ MICHAEL S. FALK
Dated: August 21, 1998 ---------------------------------
New York, New York Michael S. Falk
Dated: August 21, 1998 Commonwealth Associates
New York, New York Management Corp., Inc.,
a New York corporation
By: /s/ JOSEPH WYNNE
--------------------------------
Joseph Wynne
Chief Financial Officer
