UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Linkon Corporation
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
24231700
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(CUSIP Number)
Eric M. Lerner, Esq., c/o Rosenman & Colin LLP, 575 Madison Avenue,
New York, NY 10022 (212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 18, 1999
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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: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 (the "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 1 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 24231700
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Scibelli
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,000,000 Shares (See Item 5 and 6)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,480,000 Shares (See Item 5 and 6)
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,480,000 Shares (See Item 5 and 6)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER0
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,480,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.35%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 24231700
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roberts & Green, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,000,000 Shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,000,000 Shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 24231700
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RG Capital Fund, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0 Shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,480,000 Shares
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,480,000 Shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,480,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.95%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the shares of Common Stock, par value
$.001 per share (the "Common Stock"), of Linkon Corporation (the
"Company"), a corporation organized under the laws of the State of
Nevada. The principal executive offices of the Company are located
at 140 Sherman Street, Fairfield, Connecticut 06430.
ITEM 2. Identity and Background
(a) Pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this statement is being filed jointly by James
Scibelli, an individual, Roberts & Green, Inc. ("Roberts & Green"),
a corporation and RG Capital Fund, LLC ("RG"), a limited liability
company. The individual and entities hereinabove set forth are
collectively called the "Reporting Persons". Each Reporting Person
expressly disclaims the existence of a "group" within the meaning of
Section 13(d)(3) of the Exchange Act with the other Reporting
Persons. Neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission that the
Reporting Persons constitute a "group" under Section 13(d)(3) of the
Exchange Act.
(b) - (c)
JAMES SCIBELLI
James Scibelli is principally employed as an investment banker,
private investor and consultant. Mr. Scibelli's principal business
address is One Hollow Lane, Suite 208, Lake Success, New York 11040.
ROBERTS & GREEN, INC.
Roberts & Green is a New York corporation that provides investment
banking and financial advisory services. The principal business
address of Roberts & Green is One Hollow Lane, Suite 208, Lake
Success, New York 11040. Mr. Scibelli is the sole shareholder, sole
director and sole officer of Roberts & Green.
RG CAPITAL
RG is a New York limited liability company that engages in investing
of securities. The principal business address of RG is One Hollow
Lane, Suite 208, Lake Success, New York 11040. The Managing Director
of RG is SG Capital Corp., a New York corporation which principally
functions as the Managing Director of RG. Mr. Scibelli is the sole
shareholder, sole director and sole officer of SG Capital Corp. The
principal business address of SG Capital Corp. is One Hollow Lane,
Suite 208, Lake Success, New York 11040.
Page 5 of 11
<PAGE>
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the persons named in this Item 2 has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the persons names in this Item 2 was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is subject
to any 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.
(f) Mr. Scibelli is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not applicable
ITEM 4. Purpose of Transaction.
The Reporting Persons do not have any present plans or proposals
which relate to, or would result in, any of the matters describe in
subsections (a) through (j) of Item 4 of Schedule 13D.
Page 6 of 11
<PAGE>
ITEM 5. Interest in Securities of the Issuer.
(a) - (b)
ROBERTS & GREEN, INC.
Roberts & Green beneficially owns 1,000,000 shares of the Company's
Common Stock comprising approximately 7.4% of the issued and
outstanding shares of the Company's Common Stock, based on
information received from the Company. All such shares are
beneficially owned by Roberts & Green by virtue of its ownership of
warrants (the "Warrants") to purchase 1,000,000 shares of the
Company's Common Stock.
Roberts & Green has the sole power to vote and dispose of all such
shares.
RG CAPITAL FUND, LLC
After giving effect to the sale of 200,000 shares as reported in
this filing, RG beneficially owns 1,480,000 shares of the Company's
Common Stock comprising approximately 10.95% of the issued and
outstanding shares of the Company's Common Stock, based on
information received from the Company.
RG shared power to vote and sole power to dispose of all such shares
subject to certain restrictions, as described in Item 6 below.
JAMES SCIBELLI
Mr. Scibelli, by virtue of the fact that he is the sole shareholder,
sole director and sole officer of Roberts & Green, has the sole
power to vote and dispose of the shares of Common Stock held by
Roberts & Green. Mr. Scibelli, by virtue of the fact that he is the
sole shareholder, sole director and sole officer of SG Capital
Corp., the Managing Director of RG, has the shared power to vote and
sole power to dispose of the shares of Common Stock held by RG
subject to certain limitations, as described in Item 6 below. As
such, Mr. Scibelli beneficially owns 2,480,000 shares of the
Company's Common Stock comprising approximately 18.35% of the issued
and outstanding shares of the Company's Common Stock, based on
information received from the Company.
(c) On March 18, 1999, RG sold 200,000 shares of the Company's
Common Stock at $1.25 per share.
(d) Not applicable.
(e) Not applicable.
Page 7 of 11
<PAGE>
ITEM 6. Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
1. Each of the Warrants entitles Roberts & Green to purchase from
the Company, at any time during the period commencing on April 6,
1998 through the close of business on October 6, 1999, one share of
the Company's Common Stock at a price of $1.50, subject to certain
adjustments and conditions set forth in the Warrant Certificate.
2. Pursuant to the Registration Rights Agreement (the "Registration
Rights Agreement"), dated as of April 6, among RG, Roberts & Green
and the Company, the Company agreed to provide certain registration
rights to Roberts & Green and RG, respectively, with respect to the
shares of Common Stock into which the Warrants are convertible and
the shares of Common Stock purchased by RG pursuant to the
Subscription and Purchase Agreement, respectively.
3. On March 11, 1998, Mr. Scibelli loaned 300,000 to the Company;
the proceeds of the sale of shares have been applied to retire such
indebtedness.
4. On April 6, 1998, RG loaned $1,100,000 to the Company (the
"Loan")
5. Pursuant to the Subscription and Stock Purchase Agreement, dated
as of April 6, 1998, between the Company and RG, RG has agreed to
vote the shares owned by it in accordance with the recommendations
of the Company's Board of Directors, until the earlier of such time
as RG and its affiliates own less than 5% of the Common Stock or the
Company is in breach of the agreements entered into with RG,
including the note in respect of the Loan. In addition, RG has
agreed (i) not to purchase additional shares of Common Stock in open
market transactions, until such time as RG and its affiliates own
less than 5% of the Common Stock and (ii) until April 6, 2000,
subject to certain exceptions, not to dispose of any shares of
Common Stock (x) other than in an underwriting offering or (y) in
amounts greater than what would otherwise be permitted under Rule
144 of the Securities Act of 1933, in a private transaction or in a
registered but non-underwritten transaction.
Page 8 of 11
<PAGE>
ITEM 7. Material to be Filed as Exhibits
1. Agreement, dated April 15, 1998 among the Reporting Persons
relating to filing of a joint acquisition statement pursuant
to Rule 13d-1(f)(1).*
2. Warrant Certificate, dated April 6, 1998.*
3. Subscription and Stock Purchase Agreement, dated as of April
6, 1998.*
4. Registration Rights Agreement, dated as of April 6, 1998.*
* Incorporated herein by reference to Schedule 13D filed by the
Reporting Persons with the Securities and Exchange Commission
on April 15, 1998
Page 9 of 11
<PAGE>
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1999
By: /s/ James Scibelli
-------------------------
James Scibelli
ROBERTS & GREEN, INC.
By: /s/ James Scibelli
-------------------------
Name: James Scibelli
Title: President
RG CAPITAL FUND, LLC
By: SG Capital Corp.
its Managing Director
By: /s/ James Scibelli
-------------------------
Name: James Scibelli
Title: President
Page 10 of 11
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
1. Agreement, dated April 15, 1998 among the Reporting
Persons relating to the filing of a joint acquisition
statement pursuant to Rule 13d-1(f)(1).*
2. Warrant Certificate, dated April 6, 1998.*
3. Subscription and Stock Purchase Agreement dated as of
April 6, 1998, dated as of April 6, 1998.*
4. Registration Rights Agreement, dated as of April 6, 1998.*
* Incorporated herein by reference to Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on April 15, 1998.
Page 11 of 11
