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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Datalink Systems Corporation
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(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
23804A206
(CUSIP Number)
Robert B. Goldberg
3490 Piedmont Road
Suite 400
Atlanta, Georgia 30305
(404) 233-2800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [__].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 23804A206
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert L. Priddy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 260,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
260,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
ITEM 1.
The title of the class of equity securities to which this statement relates
is Common Stock, par value $.01 per share (the "Common Stock"). The name of the
issuer is Datalink Systems Corporation (the "Company"). The principal executive
offices of the Company is 1735 Technology Park, Suite 790, San Jose, California
95110.
ITEM 2. IDENTIFY AND BACKGROUND
The following information is provided for each person:
(a) Name. Robert L. Priddy.
(b) Address. 9410 Laguna Niguel Drive, #104, Las Vegas, Nevada 89134.
(c) Principal Occupation and Employment. Robert L. Priddy is a principal of
RMC Capital, LLC, a private investment company.
(d) Criminal Proceedings. None.
(e) Civil proceedings. None
(f) Citizenship. United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Personal funds.
ITEM 4. PURPOSE OF TRANSACTION
All of the reported shares are held for investment purposes. However, the
reporting person has discussed with the Company the possibility of securing a
seat on the Board of Directors of the Company.
The reporting person has no plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
organization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Except as indicated above, any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
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(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company 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;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number of Shares/Percentage of Class Beneficially Owned. Robert
L. Priddy beneficially owns a total of 260,000 shares of the Company's
Common Stock representing approximately 11.9% of the outstanding shares of
Common Stock based on 2,028,955 shares of Common Stock outstanding as
indicated by the Company as of June 30, 1998. Included in the number of
shares beneficially owned are 100,000 shares of Common Stock which may be
received by Robert Priddy upon his conversion of 100,000 shares of the
Company's convertible preferred stock and 50,000 shares of the Company's
Common Stock which may be received by Robert Priddy upon the exercise of
presently exercisable warrants at $5.00 per share. If all of the Company's
outstanding convertible preferred stock was converted into Common Stock,
then Robert Priddy's percentage ownership of the Company's Common Stock
would be only 5.4% (assuming 2,740,000 shares of convertible preferred
stock outstanding).
(b) Nature of Ownership. Robert L. Priddy has sole power to vote and
direct the disposition of all 260,000 of the reported shares (assuming
exercise of the warrants referred to above).
(c) Recent Transactions. The following is a list of all transactions
in the Company's Common Stock by Robert L. Priddy during the 60 days
preceding the date of this Schedule 13D.
The shares below were bought by Robert L. Priddy in open market
transactions through the NASDAQ market system:
Date of
Transaction Number of Shares Price Per Share
09/23/98 100,000 $1.43
10/08/98 10,000 $.715
(d) Rights to Dividends or Proceeds. None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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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.
October 9, 1998
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Date
/s/ Robert L. Priddy
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Robert L. Priddy
Name/Title
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