SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 27, 1996
Medcross, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-17973 59-2291344
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3227 Bennet Street North, St. Petersburg, Florida 33713
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (813) 521-1793
(Former name or former address, if changed since last report.)
<PAGE> 1
Item 5. Other Events.
The Company has appended an updated statement of risk factors, as Exhibit 99(a)
which is incorporated herein by reference.
The Company has appended an updated statement of the business of its subsidiary,
I-Link Worldwide, Inc., as Exhibit 99(b), which is incorporated herein by
reference.
Item 7. Exhibits. Page
99(a) Statement of Risk Factors 99(a)1
99(b) Business of the I-Link Worldwide, Inc. 99(b)1
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDCROSS, INC.
By:/s/ Henry Y.L. Toh
Henry Y.L. Toh
President, CEO, Acting CFO
Date August 29, 1996
<PAGE> 3
EXHIBIT 99(a)
RISK FACTORS
On February 23, 1996, the Company closed its acquisition of all of the
issued and outstanding common stock of I-Link Worldwide, Inc., a Utah
corporation ("I-Link") from ILINK, Ltd., a Utah limited partnership (the "I-
Link Acquisition"). I-Link provides network services, including internet to
individuals and businesses in the United States. Inasmuch as the focus of the
Company's business has shifted as a result of the Company's acquisition of I-
Link, prospective investors in the Company's securities should consider very
carefully the following risk factors in addition to the information set forth in
the Company's public reports:
Ongoing Capital Requirements; Need to Raise Additional Financing
The conduct of the Company's business and the continued implementation
of its business plans and operations (including those of I-Link) will require
the availability of additional funds in the future. While the Company currently
has no material commitments for capital or other expenditures, it is the
Company's intention to continue to implement the growth of its business and
expand its operations (including those of I-Link). The Company will require
additional financing in order to successfully integrate the business of I-Link,
to fund the cash flow operating deficit of I-Link, to expand its business and
to discharge outstanding indebtedness. If needed, there can be no assurance
that the Company will be able to successfully negotiate or obtain additional
financing. Nor can there be any assurance that, if available, such financing
will be on terms favorable or acceptable to the Company or its
securityholders. The Company has a line of credit (the "Line of Credit") with
First Union National Bank ("FUNB"). As of June 26, 1996, there is $340,000
outstanding thereunder. The Company is currently, and has been for several
months, in violation of certain financial covenants contained in the loan
agreement governing the Line of Credit, including covenants relating to: (i)
cash balances; (ii) consolidated equity; (iii) debt-to-equity ratios; and (iv)
cash flow coverage ratios. However, FUNB has waived such non-compliance
through June 30, 1996. The Company and FUNB have reached an agreement
pursuant to which the Company has agreed to secure alternative financing to
repay amounts outstanding under the Line of Credit by June 30, 1996. In the
event that the Company is unable to secure such financing, the Company will
be obligated to repay amounts outstanding under the Line of Credit in
increments of $10,000 per month commencing July 1, 1996, subject to
negotiation of the terms of a balloon payment thereafter. In the event that
the Company needs additional financing, the absence thereof or the lack of
availability thereof on favorable terms could have a material adverse impact
on the Company. Finally, the Company has failed timely to pay interest on
the 10% Notes and they are currently in default. Without additional capital,
I-Link would be required to cease operations.
Acquisition of Development Stage Business; Going Concern Issues
The financial statements of ILINK, Ltd. have been presented on the basis
that such partnership is a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
ILINK, Ltd. has been and I-Link is in the development stage, and is operating
at a substantial cash deficit. Neither of such entities had or has achieved its
planned level of operations or realized significant revenues and have both
incurred significant losses. One vendor of I-Link recently initiated litigation
to collect amounts allegedly owed to them on account by I-Link. The vendor
<PAGE> 99(a)1
is alleging damages of $56,996. I-Link believes it has meritorious defenses to
such claim. I-Link's continued existence, had the I-Link Acquisition not
occurred, would be questionable in that such existence would be dependent
upon I-Link's ability to obtain additional financing. I-Link is delinquent with
respect to the payment of certain other of its indebtedness, and there can be
no assurance that other creditors will not institute litigation. While it is
management's belief that the Company will be able to continue operation of
I-Link's business, there can be no assurance either as to the ability of I-Link
to continue as a going concern or to sustain its operations.
A substantial portion of the Company's consolidated operating loss resulted
from the operations of the Company's subsidiary, I-Link. The operating results
for the quarter ended March 31, 1996 included the operating results of I-Link
for only approximately six weeks of the quarterly period. Consequently, the
operating results for the period ended March 31 should not be deemed indicative
of any future operating results. The Company anticipates that I-Link and,
consequently the Company on a consolidated basis, will incur significant
continuing net operating losses for at least the remainder of the fiscal year.
Negative Effect of Amortization Expense on Financial Results
The excess of fair market value of the shares issued in the I-Link
Acquisition over the book value of the assets purchased was recorded by the
Company as intangible assets. In addition, certain amortization expense was
also realized. At March 31, 1996, the aggregate intangible assets recorded
was $4.8 million, and $2.71 million was recorded as amortization expense.
Upon the release of 1.6 million shares of the Company's stock held in escrow
for the benefit of the former shareholders of I-Link, the Company expects to
record additional intangible assets. The value of those intangible assets will
be determined by multiplying the market value of the Common Stock at the
time the shares are released from escrow times 1.6 million. Based on the
market price of the shares on August 2, 1996, the excess of fair market value
of the shares would be $7.8 million. All of the intangible assets are being
amortized over a 24-month period commencing February 1996. The
additional amortization expense resulting from a release of the 1.6 million
shares will have an adverse impact on the Company.
Reliance on Key Management Personnel; Lack of Prior Experience in
Network Services
The Company's operations are dependent upon the continued efforts and
employment of its senior management. The officers of the Company have the
principal responsibility for management of the Company and are responsible
for making recommendations to the Board of Directors which exercises final
authority over business decisions. Consequently, the loss of the services of
any of the officers or directors could be detrimental to the Company. On
April 8, 1996, I-Link Worldwide, Inc. executed a three year employment
agreement with John Edwards, providing for Mr. Edwards to serve as the
Chief Executive Officer of I-Link Worldwide, Inc. Mr. Edwards participated
in the development of Novell's core product, NetWare 3.x, during his tenure
at Novell. Although I-Link has entered into three-year employment
agreements with John Edwards and Clay Wilkes, officers of I-Link and
directors of the Company, and Alex Radulovic, an employee of I-Link, and
expects to retain certain of I-Link's employees, none of the Company's present
officers or directors other than Messrs. Edwards and Wilkes has been involved
in the business of providing network services.
The Company's operations, as expanded to include I-Link's business, are
dependent upon the continued efforts and employment of John Edwards, Clay
<PAGE> 99(a)2
Wilkes, formerly an employee, limited partner and an officer of the general
partner of ILINK, Ltd. (and subsequently, an employee, officer and director
of I-Link Worldwide Inc.) and Alex Radulovic, formerly an employee and a
limited partner of ILINK, Ltd. (and subsequently an employee of I-Link
Worldwide Inc.). Messrs. Wilkes and Radulovic have been instrumental in
the formation and development of I-Link's business and it is anticipated that
the Company will continue to rely on their services.
Company Growth Strategy and Acquisition Activities
The Company's growth strategy is dependent upon its ability to offer its
services in broad geographical areas and to expand its services by the possible
acquisition of businesses such as that of I-Link. The Company intends to
acquire such companies with cash, equity securities (such as common stock or
preferred stock) and/or debt instruments. To the extent that the Company
issues equity securities in connection with such acquisitions (as in the I-Link
Acquisition), the equity interest of the Company's then current stockholders
will be diluted. Notwithstanding the foregoing, there can be no assurance that
the Company will be able to acquire such additional businesses, that it will be
able to use its securities in connection with such acquisitions, or that it will
have the necessary capital resources to acquire such businesses.
Acquisitions
To the extent that the Company plans to acquire, has acquired or is in the
process of acquiring businesses that are not in the Company's line of business,
such as that of I-Link, there can be no assurance that the Company will be
able to successfully integrate and/or operate such businesses.
Notwithstanding the foregoing, it is the Company's goal in such instances to
pursue relationships with persons (officers, directors and/or employees) who
are key to the operation of such businesses in order to secure smooth
integration and successful operation of such businesses. At the present time,
no specific acquisition candidate has been identified by the Company.
Expectation of Growth
The Company plans to expand I-Link's network. Such expansion will require
capital expenditures of up to $30,000 per POP, which the Company will have
to raise in the capital markets. There is no assurance that such capital will
be available or that it will be available on terms beneficial to the Company.
Moreover, the Company's ability to effectively achieve growth will require it
to implement and improve operational, financial and management information
systems and to train, motivate and manage employees, as well as to create
new and expand existing POPs and successfully market I-Link's product and
services. These demands may require the addition of new management
personnel and the development of additional expertise by existing
management. Failure to enhance customer support resources adequately to
support increases in subscribers, or to adequately expand and enhance
telecommunications infrastructure, may adversely affect the Company's ability
to successfully conduct I-Link's business in the future. There can be no
assurance that customer support or other resources will be sufficient to
achieve future growth or that the Company will be able to implement in
whole or in part the planned expansion. Any failure to do so could have a
material adverse effect on the Company's future operating results.
Business Competition
The market for business communications services is extremely competitive.
The Company believes that its ability to compete in I-Link's business
<PAGE> 99(a) 3
successfully will depend upon a number of factors, including market presence;
the capacity, reliability and security of I-Link's network infrastructure; ease
of access to and navigation of the Internet or other such networks; the pricing
policies of competitors and suppliers; the timing of introductions of new
products and services into the industry; the Company's ability in the future to
support existing and emerging industry standards; and industry and general
economic trends.
The participants in that market consist of facsimile machine vendors (such
as Sony, Sharp, Canon, Hewlett-Packard, Ricoh and Toshiba), fax service
bureaus, PC-based fax modem and software manufacturers and distributors
(such as Hayes and U.S. Robotics), long distance telephone service providers
(such as AT&T, MCI, Sprint and LDDS) and overnight package delivery
services (such as Federal Express, United Parcel Service, Airborne Express,
DHL, and the U.S. Postal Service). These entities are far better capitalized
than the Company and control substantial market share. In addition, there
may be other businesses that are attempting to introduce products similar to
the Company's for the transmission of business information over the Internet.
There is no assurance that the Company will be able to successfully compete
with these market participants.
Dependence on Suppliers
I-Link relies on other companies to provide data communications capacity
via leased telecommunications lines. A majority of the leased
telecommunications lines used by I-Link are currently provided by AT&T. As
of August 6, 1996, the Company owed AT&T $660,745. If AT&T is unable or
unwilling to provide or expand its current levels of service to the Company in
the future, the Company's operations could be materially adversely affected.
Although leased telecommunications lines are available from several
alternative suppliers, there can be no assurance that the Company could
obtain substitute services from other providers at reasonable or comparable
prices or in a timely fashion. The Company is also subject to risks relating to
potential disruptions in such telecommunications services. No assurance can
be given that significant interruptions of telecommunications services to the
Company will not occur in the future.
I-Link is also dependent on certain third party suppliers of hardware
components. Although I-Link currently attempts to maintain a minimum of
two vendors for each required product, certain components used by I-Link in
providing networking services are currently acquired from only one source.
I-Link may from time to time experience delays in the receipt of certain
hardware components. A failure by a supplier to deliver quality products on
a timely basis, or the inability to develop alternative sources if and as
required, could result in delays which could materially adversely affect the
Company's ability to integrate, conduct and implement expansion of I-Link's
business.
Software and Service Development; Technological Change
The Company's success in I-Link's business is highly dependent upon its
ability to develop new software and services that meet changing customer
requirements. The market for I-Link's services is characterized by rapidly
changing technology, evolving industry standards, emerging competition and
frequent new software and service introductions. There can be no assurance
that the Company can successfully identify new service opportunities and
develop and bring new software and services to the market in a timely
manner, or that software, services or technologies developed by others will not
render I-Link's software, services or technologies noncompetitive or obsolete
<PAGE> 99(a) 4
in the future. The Company will also be at risk to fundamental changes in the
way Internet access services are delivered. Currently, Internet services are
accessed primarily by computers and are delivered by telephone lines. If the
Internet becomes accessible by screen-based telephones, television or other
consumer electronic devices, or customer requirements change the way
Internet access is provided, the Company will have to develop new technology
or modify existing technology to accommodate such developments. The
Company's pursuit of technological advances may require substantial time and
expense, and there can be no assurance that the Company will succeed in
adapting the Internet services currently provided by I-Link business to
alternate access devices and conduits.
Dependence on Network Infrastructure, Risk of System Failure, Security
Risks
Key to the quality of I-Link services and the future success of the Company is
the capacity, reliability and security of its network infrastructure to support
the services. The Company must expand and
adapt network infrastructure as the number of users and the amount of
information they wish to transfer increases and to meet changing customer
requirements. The expansion and adaptation of the network infrastructure
will require substantial financial, operational and management resources.
There can be no assurance, however, that the Company will be able to expand
or adapt the network infrastructure to meet additional demand or subscribers'
changing requirements on a timely basis, at a commercially reasonable cost,
or at all, or that the Company will be able to deploy successfully the
contemplated network expansion. Any failure of the Company to expand the
network infrastructure, as needed, on a timely basis or to adapt to changing
subscriber requirements or evolving industry standards could have a material
adverse effect on the Company's overall business, financial condition and
results of operations in the future.
A company's success in providing Internet access services is, in large part,
dependent on its ability to protect computer equipment against damage from
fire, earthquakes, power loss, telecommunications failures and similar events.
A significant portion of I-Link's computer equipment is located in Austin,
Texas. Any damage or failure that causes interruptions in the Company's
ability to conduct I-Link's business in the future could have a material adverse
effect on the Company's overall performance in the future.
Despite the implementation of security measures, the infrastructure is also
vulnerable to computer viruses or similar disruptive problems caused by
subscribers or other Internet users. Computer viruses or problems caused by
third parties could lead to interruptions, delays or cessation in service to
subscribers. Furthermore, inappropriate use of the Internet by third parties
could also potentially jeopardize the security of confidential information
stored in the computer systems of subscribers, which may deter potential
subscribers from subscribing to the services currently provided by I-Link or to
be provided in the future by the Company. Alleviating problems caused by
computer viruses or problems caused by third parties may require
interruptions, delays or cessation in service to subscribers, which could have
a material adverse effect on the Company's operation of I-Link's business in
the future. Furthermore, until more comprehensive security technologies are
developed, the security and privacy concerns of existing and potential
subscribers may inhibit the growth of the Internet service industry in general
and the Company's subscriber base and revenues in particular.
I-Link has contracted with Spyglass, Inc. ("Spyglass") to purchase 250,000
Internet browser licenses for use by Internet access customers. On April 29,
<PAGE> 99(a) 5
1996, the Company was notified that I-Link was in breach of its contractual
obligation to make payments to Spyglass. I-Link was obligated to pay Spyglass
30 days subsequent to the end of each calendar quarter that the payments
were due. Total indebtedness claimed by Spyglass is $300,000, plus late
payment fees. The Company was notified by Spyglass that it claims the right
to terminate the agreement in its entirety in the event the breach of the
agreement is not cured within 30 days. Management of I-Link is discussing
the matter with Spyglass but there can be no assurance that a satisfactory
resolution will be obtained. In view of the facts that I-Link does not plan to
bundle browser software with its Internet access product, and in view of the
fact that I-Link is shifting its focus from being an ISP, the status of the
Spyglass agreement is not expected to have a material adverse effect on I-
Link's business, but may adversely impact results of operations to the extent
I-Link is required to pay sums claimed by Spyglass.
Dependence on Distribution and Marketing Relationships
A company's success in penetrating markets for Internet access services
depends in large part on a company's ability to maintain and develop
relationships with leading companies that market computer products and to
cultivate alternative relationships if distribution channels change. Although
the Company will attempt to cultivate such relationships in the future, there
can be no assurance that the Company will be successful.
New and Uncertain Business
The market for Internet connection services and related software products
is in an early stage of growth. Since the market is relatively new and because
current and future competitors are likely to introduce competing Internet
access and/or on-line services and products, it is difficult, if not impossible,
to predict the rate at which the market will grow or at which new or increased
competition will result in market saturation. The novelty of the market for
Internet access services may also adversely affect the Company's ability to
retain new customers, as customers unfamiliar with the Internet may be more
likely to discontinue the services after an initial trial period than other
subscribers. If demand for Internet services fails to grow, grows more slowly
than anticipated or becomes saturated with competitors, the Company's
overall business, operating results and financial condition could be adversely
affected as a result thereof. Although the Company intends to support
emerging standards in the market for Internet access, there can be no
assurance that industry standards will emerge or, if they become established,
that the Company will be able to conform to such new standards in a timely
fashion sufficient to maintain a competitive position in the market. Moreover,
I-Link is a young business enterprise that is subject to all of the risks that
present themselves to early stage companies, including but not limited to
limited infrastructure, managerial resources, capitalization and market share.
There can be no assurance that I-Link will be able to successfully compete
with larger, more mature, better capitalized enterprises.
In order to realize subscriber growth, the Company must be able to replace
terminating subscribers and attract additional subscribers. However, the sales
and marketing expenses and subscriber acquisition costs associated with
attracting new subscribers are substantial. Accordingly, the Company's ability
to improve operating margins will depend in part on the ability to retain
subscribers. The Company plans to invest significant resources in the
telecommunications infrastructure, customer support resources, sales and
marketing expenses and subscriber acquisition costs. There can be no
assurance that the Company's future efforts in this area will improve
subscriber retention. Since the Internet market is new and the utility of
<PAGE> 99(a) 6
available services is not well understood by new and potential subscribers, it
is not possible to predict future subscriber retention rates.
Government Regulation of Internet-Related Business
I-Link is not currently subject to direct regulation by the Federal
Communications Commission or any other agency, other than regulations
applicable to businesses generally. Changes in the regulatory environment
relating to the Internet access industry, including regulatory changes which
directly or indirectly affect telecommunication costs or increase the likelihood
or scope of competition from regional telephone companies or others, could
have an adverse effect on the Company's business. The Company cannot
predict the impact, if any, that future regulation or regulatory changes may
have on its or I-Link's business.
Potential Liability for Content of Information on Internet
Recent legislative proposals aimed at limiting the use of the Internet to
transmit certain content and materials could, if enacted, result in significant
potential liability to Internet access providers. Legal actions have been
brought against various companies which provide services such as those
provided by I-Link relating to electronic messages posted by such companies'
subscribers. Such actions present the potential, particularly if the plaintiffs
are successful, for increased focus and attempts to impose liability upon
Internet access providers for information disseminated through their systems.
Certain Related Party Transactions
During the first quarter of fiscal 1995, the Company received advances
totalling $218,000 from Mortgage Network International. Henry Y.L. Toh, the
President and Chief Executive Officer of the Company, has management
control over Mortgage Network International ("MNI"). Such advances were
previously payable upon demand. Subsequent to the extension of such
advances, the Board of Directors approved delivery of a promissory note
representing the aggregate amount of such advances, which promissory note
matured by its terms on October 1, 1995 and bears interest at one percent
over the prime rate of interest established by Southwest Bank of Texas, N.A.
Subsequently, the Company and MNI modified the Note such that: (i) a
principal payment in the amount of eighty-eight thousand dollars ($88,000) is
due and payable on December 31, 1996; (ii) interest thereon is payable
monthly at the rate of 10.5%; and (iii) the remaining principal amount of
one-hundred thirty thousand dollars ($130,000) with interest thereon at the
rate of 10.5% will be paid in thirty-six (36) equal monthly payments of
four-thousand two-hundred twenty-five dollars and thirty-two cents ($4,225.32).
The Company is a party to a consulting agreement for the period beginning
January 1, 1996 and ending December 31, 1998 with Windy City, Inc. Joel
Kanter, a director of the Company, is the President and a director of Windy
City, Inc. Pursuant to such agreement, Windy City, Inc. was engaged to
provide such consulting services as the Company may request in exchange for
compensation at the rate of six-thousand two-hundred fifty dollars ($6,250)
per calendar quarter. I-Link is a party to a twelve-month consulting
agreement with Benchmark Equity Group, Inc., dated August 10, 1995
pursuant to which I-Link is obligated to pay six-thousand dollars ($6,000) per
month to Benchmark Equity Group, Inc. for consulting services rendered.
Those payments accrued and are deferred pending the Company's attaining
stockholder's equity of two-million five-hundred thousand dollars ($2,500,000).
Seventy-three thousand dollars ($73,000) will be paid to Benchmark Equity Group.
Benchmark is also party to certain options to purchase shares of Common
Stock owned by Four M. I-Link has entered into a consulting agreement with
<PAGE> 99(a) 7
T6-G for two years commencing upon the successful completion of at least
four million dollars ($4,000,000) in funding. The agreement requires the
payment of a total of seventy-thousand dollars ($70,000) payable monthly over
twenty-four (24) months. In addition, I-Link owes T6-G three-hundred
thousand dollars ($300,000).
Litigation
A Complaint was filed on April 12, 1996, by JW Charles Financial Services,
Inc. ("JWC") against the Company in Palm Beach County Florida Circuit
Court, JW Charles Financial Services, Inc. v. Medcross, Inc., Case No: CL96-
3218. JWC was issued a Common Stock Purchase Warrant ("Warrant") on or
about November 3, 1994 by the Company. The alleged terms of the Warrant
granted JWC the right to purchase from the Company 250,000 shares of the
Company's Common Stock subject to adjustment. On or about February 12,
1996, JWC made written demand to the Company to invoke its rights to have
the common shares underlying the Warrant registered pursuant to the terms
of the Warrant. The Complaint alleges that the Company breached the terms
of the Warrant by failing to prepare and file with the Commission, a
registration statement covering the common stock underlying JWC's Warrant.
JWC alleges a breach of contract; and requests specific performance, i.e.,
registering the shares with the Commission, against the Company. JWC also
demands damages in the amount of $2,728,478 plus interest, reasonable
attorneys fees, and forum costs. The Company believes that it has a
meritorious defense to the Complaint. On May 6, 1996, the Company filed
an Answer, Affirmative Defenses and Counterclaim to the Complaint filed by
JWC. The Company's Counterclaim seeks damages, cancellation of the
Warrant, interest and costs.
Health Care Industry Competition
It is common for hospitals, physicians, physician groups, and others in the
health care field to form ventures to own and operate medical equipment.
The Company is in competition with such groups. There are many companies
offering general business consulting services. The companies that may
compete with the Company in the future and that currently offer consulting
services may be larger and have far greater financial resources than the
Company. Also, if the cost of a particular medical device is reduced and the
utilization by physicians increases, more hospitals will be able to afford to
acquire their own equipment rather than receive service on a shared basis.
New Medical Technology and Obsolescence
The medical equipment field is generally characterized by rapidly changing
technology. Early obsolescence of expensive equipment or technological
change could have an adverse effect on the Company. Therefore, the cost of
MRI systems and other medical equipment may be significantly lower in the
future, allowing persons who purchase equipment in the future to charge less
for similar services and therefore compete on a favorable basis.
Government Regulation of Medical Business
Various aspects of the Company's current business are subject to
government regulations at the federal, state, and local level. Failure to
comply with existing regulations or the enactment of restrictive laws or
regulations could impair the Company's operations. While the Company
believes that its operations comply with applicable regulations, the Company
has not sought or received interpretive rulings to that effect. Additionally,
there can be no assurance that subsequent laws, subsequent changes in
<PAGE> 99(a) 8
present laws or interpretations of such laws will not adversely affect the
Company's operations. See "Regulatory and Legislative Developments" set
forth in Item 1 of the Company's Form 10-KSB.
The Company employs radiologic technologists in its operations, each of
whom must be licensed by the appropriate state authority. Many states have
a requirement known as a Certificate of Need ("CON") requirement that
impedes a company's ability to operate without governmental approval.
To the extent that medical facilities rely on Medicare and Medicaid
reimbursement for the services rendered by the Company to their patients,
changes in Medicare and Medicaid reimbursement regulations and policies
affect the Company. During the past several years, there has been increasing
pressure from federal and state regulatory and legislative bodies to prevent
physicians from referring patients to diagnostic imaging facilities in which
they have an ownership interest. Many prominent physicians, legislators,
medical ethicists, and others feel that ownership of imaging facilities can
impair a physician's judgment about the need for a diagnostic test. Studies
have shown that physicians who have ownership interests in imaging facilities
tend to refer more patients for diagnostic testing than physicians who have no
ownership interest. The above-described regulations and dynamics may adversely
affect the revenue per scan obtained by the Company as well as the number of
scans performed.
On the federal level, a physician self-referral bill passed Congress and was
signed into law by President Clinton in 1993. The self-referral law bans
physicians from referring Medicare patients to imaging and almost any other
type of diagnostic or therapeutic outpatient medical facility in which they have
ownership or financial interests, effective January 1, 1995. Many states,
including Florida, Illinois, Minnesota, New York, and New Jersey, have passed
laws regarding physician self referral. Some simply require disclosure of
ownership, while others restrict physicians from referring to facilities in
which they have any ownership interest.
The legislature of the State of Florida enacted the Patient Self-Referral Act
of 1992, effective April 8, 1992 (the "Florida SRA"). Such act prohibits
physician self-referral to health care entities in which such physicians have
financial interests, effective October 1, 1994. Management believes these
legislative and regulatory actions have had no material adverse effect upon
the Company's operations to date. However, the Florida SRA also imposes
a fee cap, effective July 1, 1992, limiting the technical and professional fees
of all providers of "clinical laboratory services, physical therapy services,
comprehensive rehabilitative services, diagnostic imaging services, and
radiation therapy services" to no more than 115% of the Medicare limiting
charge for non-participating physicians. The statute specifically excludes
hospitals and physician group practices from the fee cap provision and does
not apply to patients eligible for Medicaid or Medicare reimbursement. Most
of the Company's magnetic resonance imaging and ultrasound operations in
the State of Florida, as currently operated, would be subject to the fee cap
provision and would be severely impacted if the fee cap provision is enforced
inasmuch as a significant portion of the Company's revenue is generated from
such services.
Several lawsuits have been filed by various providers against the State of
Florida in both federal and state court alleging, among other things, that the
fee cap provision violates the Equal Protection Clause of the U.S.
Constitution and seeking to enjoin the State of Florida from enforcing the fee
cap provision. In July 1992, the United States District Court for Northern
District of Florida granted a permanent injunction in a case entitled Panama
<PAGE> 99(a) 9
City Medical Center, Ltd., et. al vs. Robert B. Williams, et. al (File No.
92-40198-WS). The State of Florida appealed the decision granting the
injunction and, on February 15, 1994, the U.S. Court of Appeals for the
Eleventh Circuit reversed the decision of the lower court, finding that the fee
cap provision did not violate the Equal Protection Clause and ruled that the
entry of the injunction was in error. A motion for rehearing filed in the
action has been denied and a petition has been filed seeking appeal to the
U.S. Supreme Court. On June 30, 1992 the Florida Circuit Court, Second
Judicial Circuit, enjoined the State of Florida from enforcing the fee cap
provision. The Company intervened as a party plaintiff in the state court
action.
The ultrasound services provided by the Company are related specifically
to urology. Approximately 80% of the Company's patients are covered by
Medicare. Therefore, changes in Medicare reimbursement rules and
regulations may have a significant impact on the profitability of the
Company's ultrasound operations. Reimbursement rates for procedures are
set annually. The 1996 reimbursement rates for the procedures primarily
performed by the Company were increased from between 1.7% to 2.1% over
1995's reimbursement rates.
Exposure to Tort Liability in Medical Industry
The Company operates medical equipment utilized to perform procedures
on or diagnose disease in patients. The Company is exposed to tort liability
in the event of harm to patients due to the negligence of the Company, its
agents, and employees. The Company currently maintains professional
liability insurance coverage in the amount of $1,000,000. The Company also
maintains an umbrella policy covering, among other things, workers'
compensation, general, and automobile liability in an amount of $9,000,000
in coverage. Although the Company has never had a liability claim filed
against it, any claims in excess of that amount could have a material adverse
effect on the Company. In addition, there is no assurance that the Company
will be able to continue to maintain such insurance coverage in the future.
The Company acts as general partner of various general and limited
partnerships controlled by the Company that directly own, control and operate
the Company's medical facilities. As such, the Company is exposed to general
liability for torts committed by such partnerships and their agents and
employees and for contracts entered into by those partnerships. In addition,
to the extent that the Company is a general partner of limited partnerships
that offer and sell limited partner interests, the Company is exposed to
liability under the Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and various state securities laws.
Dilution
Holders of Common Stock of the Company will suffer dilution in the event
that any of the Company's outstanding convertible securities, including
outstanding shares of Class B Preferred Stock and the 10% Notes recently
issued by the Company, are converted by the holders thereof. Additional
dilution may result in the event of the exercise of options, including options
granted pursuant to the Company's stock option and purchase plans, and
employment agreements.
Dividends
The Company has not paid any dividends on any of its outstanding
securities to date and does not anticipate paying any dividends on its
<PAGE> 99(a) 10
securities in the foreseeable future. The Company currently intends to retain
all working capital and earnings, if any, to finance the operations of its
businesses and to expand its businesses.
Future Issuances of Stock by the Company; Potential Anti-Takeover Effect
The Company has authorized capital stock of 20,000,000 shares of Common
Stock, $.007 par value per share and 500,000 shares of preferred stock, $10.00
par value per share (the "Preferred Stock"). As of July 30, 1996, there were
11,093,065 shares of Common Stock and 7,500 shares of Class B Preferred
Stock issued and outstanding. On June 28, 1996, 160,000 shares of Class A
Preferred Stock were converted into 3,915,570 shares of Common Stock. The
issuance of any of securities by the Company could have anti-takeover effects
insofar as such securities could be used as a method of discouraging, delaying
or preventing a change in control of the Company. Such issuance could also
dilute the public ownership of the Company. Inasmuch as the Company may,
in the future, issue authorized shares of Common Stock or Preferred Stock
without prior stockholder approval, there may be substantial dilution to the
interests of the Company's stockholders. However, given that the Company
is authorized to issue more stock, there can be no assurance that the
Company will not do so. In addition, a stockholder's pro rata ownership
interest in the Company may be reduced to the extent of the issuance and/or
exercise of any options or warrants relating to the Common Stock or
Preferred Stock. The issuance of additional shares of Common Stock may have
the effect of rendering more difficult or discouraging an acquisition or
change in control of the Company.
Future Sales of Stock by Stockholders
As of July 30, 1996, 9,569,562 shares of Common Stock and all of the
shares of Class B Preferred Stock issued and outstanding were "restricted
securities" as that term is defined under the 1933 Act and in the future may
only be sold in compliance with Rule 144 promulgated under the 1933 Act or
pursuant to an effective registration statement. Rule 144 provides, in essence,
that a person (including a group of persons whose shares are aggregated) who
has satisfied a two-year holding period for such restricted securities may sell
within any three-month period, under certain circumstances, an amount of
restricted securities which does not exceed the greater of 1% of that class of
the Company's outstanding securities or the average weekly trading volume
of that class of securities during the four calendar weeks prior to such sale.
In addition, pursuant to Rule 144, persons who are not affiliated with the
Company and who have held their restricted securities for at least three years
are not subject to the quantity limitations or the manner of sale restrictions
of the rule. As of July 30, 1996, substantially all of the Company's restricted
securities are available for resale pursuant to Rule 144 or have registration
rights, which, if exercised, will allow such shares to be freely resold in the
market. In addition, certain of the officers, directors and affiliates of the
Company and of I-Link have agreed to lock-up their shares of Common Stock for
twelve months. These lock-ups relate to 5,048,891 shares (excluding shares
issuable upon exercise of currently exercisable options). A sale of shares by
the Company's current stockholders, whether pursuant to Rule 144 or otherwise,
may have a depressing effect upon the market price of the Company's securities
in any market for the Company's securities that has developed or may hereafter
develop. To the extent that such securities enter the market, the value of the
Company's securities in the over-the-counter market may be reduced.
In the event that the shares of Common Stock which are not currently
salable become salable by means of registration, eligibility for sale under Rule
144 or otherwise and the holders of such securities elect to sell such
<PAGE> 99(a) 11
securities in the public market, there is likely to be a negative effect on the
market price of the Company's securities and on the ability of the Company to
obtain additional equity financing. In addition, to the extent that such
securities enter the market, the value of the Company's securities in the over-
the-counter market may be reduced. No predictions can be made as to the effect,
if any, that sales of such securities (or the availability of such securities
for sale) will have on the market price of any of such securities which may
prevail from time to time. Nevertheless, the foregoing could adversely affect
such prevailing market prices.
Authorization of Preferred Stock
The Company's Amended and Restated Articles of Incorporation, as further
amended (the "Articles of Incorporation") authorize the issuance of up to
500,000 shares of Preferred Stock with such rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the
Board of Directors may, without stockholder approval, issue shares of
Preferred Stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders
of outstanding shares of Preferred Stock or Common Stock. In addition, the
issuance of additional shares of Preferred Stock may have the effect of
rendering more difficult, or discouraging, an acquisition of the Company or
changes in control of the Company. Although, other than as set forth herein,
the Company does not currently intend to issue any additional shares of
Preferred Stock, there can be no assurance that the Company will not do so
in the future.
Continued NASDAQ Listing
The Common Stock commenced quotation on NASDAQ on July 7, 1989,
was subsequently delisted and then resumed listing on March 23, 1993 under
the symbol "MDCR." The "MDCR" symbol was changed to "ILNK" effective
March 8, 1996. While the Common Stock is currently listed for quotation on
NASDAQ, there can be no assurance given that the Company will be able to
continue to satisfy the requirements for maintaining quotation on NASDAQ
or that such quotation will otherwise continue. If, for any reason, the
Common Stock becomes ineligible for continued listing and quotation, holders
of the Company's securities may have difficulty selling their securities should
they desire to do so.
Under the rules of the National Association of Securities Dealers, Inc.
("NASD"), in order to qualify for continued listing on NASDAQ, a company
must have, among other things, $2,000,000 in total assets, $1,000,000 in total
capital and surplus, $1,000,000 in market value of public float and a minimum
bid price of $1.00 per share. Although the Company was able initially to
satisfy the requirements for listing of its securities on NASDAQ, the Company
may be unable to continue to satisfy the requirements for maintaining
quotation of its securities thereon, and trading, if any, in the Company's
securities would be conducted in the over-the-counter market in what are
commonly referred to as the "pink sheets" of the National Quotation Bureau,
Inc. or on the NASD OTC Electronic Bulletin Board. As a result, an investor
may find it more difficult to dispose of or to obtain accurate quotations as to
the price of such securities.
"Penny Stock" Regulations
The Commission has adopted regulations which define a "penny stock" to
be any equity security that has a market price (as defined) of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
<PAGE> 99(a) 12
stock, unless exempt, the rules require the delivery, prior to the transaction,
of a disclosure schedule prepared by the Commission relating to the penny
stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities, and information on the limited market in penny stocks. In
addition, the broker-dealer must obtain a written acknowledgement from the
customer that such disclosure information was provided and must retain such
acknowledgement for at least three years. Further, monthly statements must
be sent to the customer disclosing current price information for the penny
stock held in the account. While many NASDAQ-listed securities would
otherwise be covered by the definition of penny stock, transactions in a
NASDAQ-listed security would be exempt from all but the sole marketmaker
provision for: (i) issuers who have $2,000,000 in tangible assets ($6,000,000
if the issuer has not been in continuous operation for three years); (ii)
transactions in which the customer is an institutional accredited investor; and
(iii) transactions that are not recommended by the broker-dealer. In addition,
transactions in a NASDAQ-listed security directly with a NASDAQ
marketmaker for such securities would be subject only to the disclosure with
respect to commissions to be paid to the broker-dealer and the registered
representative. The foregoing rules may materially adversely affect the
liquidity for the market of the Company's securities. Such rules may also
affect the ability of broker-dealers to sell the Company's securities and may
impede the ability of holders of the Company's securities to sell such
securities in the secondary market.
Certain Provisions of Articles of Incorporation and Bylaws
As previously noted, pursuant to the Articles of Incorporation, the Board
of Directors has the authority to issue up to 500,000 shares of Preferred Stock
without action by the stockholders in one or more series having such
preferences, rights and other provisions as the Board of Directors may
designate in providing for the issuance of such series. The Articles of
Incorporation and Bylaws contain provisions which may discourage certain
transactions which involve an actual or threatened change in control of the
Company.
Classification of the Board of Directors
The Board of Directors of the Company is classified into three (3) classes.
Members of each class serve for staggered three (3) year terms, with members
of one class coming up for election each year. The classification of the Board
of Directors may make it difficult for shareholders to effect a change in
management.
Voting Control
Four M International, Inc. ("Four M") owns 3,915,570 shares of Common
Stock or approximately 35.3% of the outstanding voting securities of the
Company. See the chart and the notes thereto in "Principal Securityholders"
in the Company's Form 10-KSB. It is anticipated that Four M may sell part
or all of its holding in the Company to affiliates of I-Link and other persons
pursuant to options granted to them by Four M.
Lack of Patent Protection
The Company does not currently hold any patents, although I-Link has filed
a patent application for its new product, Fax4Less, sometimes referred to as
Fax-Link. It has also filed a patent application for another technology that
allows for the transmission of voice communications over the Internet
<PAGE> 99(a)13
("Phone4Less"). Fax4Less and Phone4Less are patent pending at this time.
However, the Company is not in the position to commercialize that technology
at this time. To the extent any technology included in such products is
patentable, if any, there can be no assurance that any patent will in fact be
issued or that such patents will be effective to protect the Company's products
from duplication by other developers. In addition, there can be no assurance
that the Company will be able to afford the expense of any litigation that may
be necessary to enforce its right under any patent.
New Products
New products such as Fax4Less are subject to substantial risks, including
high costs of introduction, market acceptance and duplication by other
developers. However, Fax4Less will compete with other more traditional
means of text transmission such as facsimile over traditional telephone lines,
overnight delivery services and e-mail. Numerous extremely well-capitalized
businesses will be competing with Fax4Less.
EXHIBIT 99(b)
THE BUSINESS OF I-LINK
I-Link is in the business of delivering business communications services via
the emerging worldwide data communication networks (which includes the
Internet). I-Link seeks to provide business communications solutions and
enhanced capabilities to existing users of traditional telecommunications
services, at substantial cost savings to its customers through utilization of
the Internet and other existing data communications networks. I-Link's first
business communications product is marketed under the name "Fax4Less[TM]."
Fax4Less
The Core Product. Fax4Less is I-Link's core business communications
product. It enables the user to utilize its existing fax machine to send a fax
long distance to its ultimate destination, without incurring any long distance
telephone charges. Transmission of the data takes place via flat rate-based
data lines such as those found on the Internet. No special equipment is
required for the user, the person who receives the fax does not need to be a
subscriber to Fax4Less and does not need any equipment other than a
conventional fax machine to receive the fax. The fax arrives in the same form
and in the same amount of time as a conventional fax transmission.
The Company believes there are approximately 3.5 million fax machines in
use in the United States today, the users of which incur long-distance charges
of an average of $500 or more per machine, per month and 3.5 million fax
machines that average $200 per month in long distance charges. Those users
represent I-Link's initial target market. Fax4Less subscription costs are
currently projected at $99 per machine, per month, and the service will be
available in the Fall of 1996. Fax4Less significantly reduces costs
immediately, while in many cases, providing better fax service.
I-Link will pursue a multi-tiered infrastructure strategy. In some cases, I-
Link will establish its own POP. In others, I-Link will partner with national
and recognized telephone service resellers and Internet Service Providers
("ISPs"), incenting those organizations to provide the needed POPs consistent
with I-Link service requirements. I-Link will establish its own POPs
incrementally as business needs dictate. The Company believes that 70 U.S.
POPs, placed strategically, will cover 80% of current United States fax traffic.
Installation of the POPs is a simple process involving pre-configured Fax
Engines and communications lines.
I-Link will also establish Network Operating Centers ("NOCs") to monitor
and maintain the I-Link network. Successful management of the network is
critical to providing the highest level of support.
GRAPHIC DESCRIPTION - FIGURE 1
The graphic shows a fax machine in NYC connected to a Fax Engine,
connected to the I-Link Inter-network. This network is connected
to another Fax Engine, which in turn is connected to another Fax
Machine.
The Fax Engine[TM], represents I-Link's method-patent pending technology. This
technology enables a conventional fax machine to communicate with another
conventional fax machine via a data communication network such as the Internet,
<PAGE> 99(b)1
that utilizes the TCP/IP communications protocol. TCP/IP is the communications
protocol that allows a computer to access and communicate over data
communication networks such as the Internet. Fax Engines are located at I-Link
Points of Presence ("POPs") which cover strategic local dialing areas and
provide the service infrastructure. Thus, cost for the transmission is the cost
of a local call plus access to the worldwide inter-network similar to current
computer access to the Internet.
By way of illustration, a subscriber in New York wishing to send a fax from
New York to Houston dials a local Fax Engine located at I-Link's New York
POP, enters a personal identification number and a destination number, and
sends the fax just as he or she normally would via facsimile. The New York
Fax Engine receives the fax, then routes it for delivery by area code and local
exchange prefix to the appropriate Fax Engine in Houston via the I-Link
network. A local phone call to the recipient fax machine is placed by the
Houston Fax Engine, and the fax is delivered. A report of the transaction,
including notification of receipt and/or any error handling, is sent to the New
York subscriber.
The Fax4Less Methodology. I-Link services are founded on method-patent
pending technology that allows conventional fax machines to communicate via
TCP/IP driven networks. This means that devices such as fax machines can
be used as they currently are used, but users will no longer need to access
communications lines that charge distance-based rates. A subscriber can
transmit faxes via I-Link outside local dialing areas for the cost of a local
call. This technology is housed in an I-Link "fax engine" (consisting of
computer and networking hardware and proprietary software) at an I-Link point-
of-presence ("POP"). In addition to connecting devices, the engine provides
self-diagnostic software designed to prevent service failure. And, it stores
data and statistics on account information and system usage, allowing I-Link to
immediately monitor capacity and enhance functionality.
Technological Advantages. I-Link's fax transmission method provides several
technological advantages over traditional point-to-point transmission. Some
of these advantages are discussed below.
It maximizes fax machine capabilities. In point-to-point fax
methodology, fax transmission speed is limited by the sometimes
weak long-distance connection as well as the slower of the baud
rates between the two fax machines. The Fax Engine allows the
transmitting fax machine to operate at its maximum transmission
speed irrespective of the capabilities of the fax machine receiving
the transmission.
It frees both the sending and receiving fax machines to both send
and receive other faxes. For example, the sending machine can
send the fax to its local Fax Engine much faster than it can send
a fax directly to the receiving machine. Once the fax has been
sent to the local Fax Engine, the sending fax machine is free to
send and receive faxes. Similarly, the receiving fax machine
receives its faxes from its local Fax Engine, so time spent receiving
the fax is minimized.
It facilitates error handling. The Fax Engine is responsible for the
actual transmission of the fax. If the recipient fax is busy, the Fax
Engine (not the fax machine) re-dials. Again, this frees the fax
machine for other uses. Similarly, the Fax Engine handles errors
such as "All Circuits Busy."
<PAGE> 99(b)2
It allows for reporting and archiving. Not all fax machines have
reporting capabilities. Since the Fax Engine handles the
transmission, it creates and sends reports. Also, it can archive
electronic copies of faxes. If desired, faxes can be retrieved to
provide a history of a fax communication.
It provides a base for other services. Once stored, the electronic
data can be sent to a variety of types of (and number of)
recipients. These services are described below.
Other Fax-Related Services. I-Link provides additional fax services, many of
which are not available with current fax technology, to substantially increase
the user's fax and data transmission capabilities without incurring any capital
cost. These include:
Voice Annotation. This service allows users to annotate a fax with
voice, allowing the sender to leave a voice-mail message for
someone whose telephone system did not have voice-mail
capabilities. For example, a note on the fax could read, "please
listen to voice attachment." The recipient can dial a number and
enter a PIN to listen to the attachment.
E-Mail to Fax Gateway. This service allows users to send e-mail
to any fax machine. The user sends e-mail to a unique Internet
address which translates the text into a fax, then delivers it via the
Fax4Less service.
Fax to E-Mail Gateway. This service allows subscribers to receive
faxes as e-mail, delivered to an e-mail address previously specified
by the subscriber.
Reporting. This service allows subscribers to receive (via fax or
World Wide Web) regular activity reports on faxes sent. It
includes, but is not limited to, usage reports, error reports, and
transmission notification, many of which current fax machines do
not have.
Fax Mail. This service gives the subscriber the ability to receive
and store faxes that are sent to it for re-routing to another fax
machine, fax modem, or e-mail address designated by the
subscriber.
Fax Broadcast. This service allows the subscriber to
simultaneously send a fax to a list of many recipients.
Virtual Fax Machine. This service allows users to create a "virtual
fax machine" or fax phone number in one area code and receive
faxes in a different area code. For example, a company in New
York could allow its subscribers who are not I-Link subscribers in
Los Angeles to dial a local Los Angeles fax number, to send a fax
to New York, thereby avoiding long-distance telephone charges.
Fax CC (Carbon Copy). This service allows a subscriber to
simultaneously send up to five "carbon copies" of a fax to different
destinations, saving the subscriber time and money and reducing
network traffic.
Extensive but Incremental Infrastructure. Key to the quality of I-Link
<PAGE> 99(b)3
services is the necessary infrastructure to support the service. The service
needs to reach all subscribers, and in order to be cost effective to I-Link,
must reach high-traffic subscription areas without using distance-based rate
lines. In the case of fax and voice services, this means an I-Link POP (with
I-Link technologies and access to data lines) must be located in each high-
traffic local dialing area.
Market Opportunities
The Company believes there are an estimated 3.5 million fax machines in use in
the United States today, the users of which incur long-distance charges of an
average of $500 or more per machine per month and 3.5 million fax machines that
average $200 per month in long-distance charges. Those users represent I-Link's
initial target market. The long distance fax market has been estimated to be a
$30 billion market in the United States alone.
Opportunity to Provide Substantial Savings to Fax User. Utilization of
Fax4Less affords the opportunity to substantially reduce the long distance data
transmission charges presently borne by the current user of traditional fax
machines. Charges for the use of land-line networks traditionally utilized by
fax machines are generally based on time and distance, often resulting in
substantial long distance charges. In contrast, the charges associated with the
new data communications networks (such as the Internet) are generally fixed.
Integration of Distinct Networks. There are currently a number of distinct
information-carrying networks. Telephone, cable, wireless, and private and
public networks are primary examples. Technologies supporting these
networks will continue to integrate and evolve, allowing for previously
unavailable opportunities for information distribution and access. The current
business infrastructure presents impediments to the easy use of those
networks. For example, in the fax industry there is a proliferation of fax or
fax-like communication technologies, including fax machines, fax servers, fax
software and e-mail. But these technologies are not well integrated; a party
wishing to send information to others may have to format and send the data
several different ways depending on the messaging equipment and systems
available to the recipients.
Opportunity to Deliver Enhanced Capabilities. The TCP/IP networking
protocol and new transmission media such as are often associated with the
Internet offer the possibility of substantially improved data communication.
However, as highlighted above, telephones and fax machines are not TCP/IP-
enabled. In order to take full advantage of the TCP/IP protocol and the
Internet, users first must own or have access to a computer, and then need
access to the Internet. Therefore, telephones and fax machines utilize
traditional land-line telecommunications networks to transmit their voice and
data. Charges for the use of those traditional networks are generally based
on time and distance, often resulting in high long distance charges. In
contrast, the charges associated with the new data communications networks
(such as the Internet) are generally fixed.
Market Response. Many of the responses seen in the marketplace to the
opportunities discussed above are problematic in that they are often
computer-oriented. Solutions typically require that a user (i) own a personal
computer; (ii) have access to the Internet or an intranet, and (iii) have
software compatible with software other users own. This significantly limits
the market for the solution. Moreover, the responses often follow a product
approach rather than a service approach. The product approach, usually
modeled after the same approach followed by computer software vendors,
imposes further requirements on the user. The approach requires version
<PAGE> 99(b)4
management, with users required to ensure that their software is current; it
requires training, and re-training as procedures change; and gives a customer
an interface-driven product that often has more capacity than a user needs.
Target Markets
Management of I-Link categorizes its domestic and international target
facsimile user markets as follows: (i) small and medium sized businesses (0-
500 employees); (ii) large businesses (more than 500 employees); and
(iii) vertical markets. I-Link's primary target market consists of small and
medium sized businesses.
Small and Medium-Sized Businesses. Small and medium-sized businesses
often have a difficult time obtaining and using technology. Typically, they
lack the resources and/or expertise needed to obtain strategic advantage from
state-of-the-art technology. Although I-Link defines small and medium-sized
businesses as businesses with less than 500 employees, it is also important to
note that departments or offices within larger businesses may also be placed
in this category. Larger businesses can dedicate resources and/or funds to
technology customization or even technology development. Smaller businesses
often must accept off-the-shelf solutions designed for general use. Ultimately,
per-fax costs are typically higher for smaller businesses. I-Link believes that
its services are of significant strategic advantage to small businesses.
Without having to adopt new technology or procedures, small and medium-sized
businesses can immediately save money crucial to their bottom line.
Large Businesses and High-End National Accounts. Large businesses and
high-end national accounts (Fortune 2000) have significant fax traffic. These
businesses may utilize equipment and technologies that counter long-distance
costs. However, I-Link expects to profit from targeting such businesses. For
example, the Company believes many of these businesses incur monthly land-
line long distance telephone charges of up to $800 to $1,200 per fax machine.
Those businesses could realize substantial savings from I-Link's services.
Marketing Campaign
I-Link plans to employ two marketing campaigns.
The objective of the first campaign is to identify and recruit sales,
marketing, and distribution channels which I-Link will strategically leverage
to sell I-Link services and include: (i) channel advertising/coop programs;
(ii) reseller and press kits; (iii) product demonstrations; and (iv) trade
shows.
The objective of the second campaign is to create brand awareness in the
community of end-customers and include: (i) direct advertising/channel coop;
(ii) public relations; (iii) direct mail; (iv) junk fax; (v) marketing
collateral bundling (original equipment manufacturers ("OEMs") equipment
retailers); (vi) seminars/symposiums; (vii) panel participation; and (viii)
trade shows.
Distribution Plan
I-Link will target the following distribution methods: (i) reselling through
independent telephone company, or "Telco", resellers; (ii) reselling through
Internet service providers ("ISPs"); (iii) reselling through cable/broadcasting
companies; (iv) reselling through direct sales organizations; (v) direct sales
to top national accounts and vertical market resellers ("VMRs"); (vi) COMDEX
channels; (vii) leveraging OEM channels; and (viii) telemarketing/telesales.
<PAGE> 99(b)5
Reselling. I-Link offers telephone service resellers, cable and broadcast
companies, ISPs and direct sales organizations significant partnering
opportunities. By adding I-Link services to their current list of services,
these potential partners enhance their competitive position in highly
competitive and increasingly fragmented markets. With I-Link incentives, they
also stand to increase their revenue and profit margin by positioning Fax4Less
as a value-added competitive service.
COMDEX Channels. Suppliers of telecommunications equipment, such as
office equipment stores, computer dealers, and office supply superstores
represent a direct interface to many targeted I-Link customers. For example,
over 20% of fax machines are purchased from office equipment dealers or
supply superstores. This represents a significant, well-established channel for
I-Link. I-Link can also create a fax driver that allows a customer to both
subscribe to I-Link's service and interface with existing fax software. This
gives I-Link a "fax service in a box" capability and a shelf presence.
OEM Channel. Market building with OEMs also represents significant
opportunity to I-Link. Sales incentives will motivate OEMs to provide a
highly targeted marketing channel for I-Link campaigns.
Telemarketing. I-Link will utilize the telemarketing and telesales channel
employed by many service providers. As in the example of current business
communications providers, I-Link will directly contact customers in strategic
markets, stressing the significant cost benefits associated with I-Link services
while fielding sales inquiries derived from advertising.
Technology Issues
As of July 1, 1996, the Company maintains POPs in Dallas, Houston, San
Francisco, New York, Austin, Los Angeles, Boston, New Orleans, Chicago,
and Washington D.C. The Company expects to have four additional POPs by
July 15, 1996. I-Link intends to establish POPs at strategic locations in the
United States and, eventually, worldwide, to allow subscribers to access I-
Link's network locally. By the end of 1996, I-Link expects to have 70 POPs
that will be able to service approximately 80% of the fax traffic in the United
States. I-Link's fax network will be a high-speed interconnected network of
POPs. I-Link will create its network by leasing high-speed data lines and/or
partnering with existing communications and Internet service entities that
currently provide access to such lines.
Capacity. Capacity, or lack thereof, is a frequently discussed topic with
regard to data transmission via the Internet or worldwide data
communications networks. "Slow service" resulting from inadequate capacity
is one of the common complaints among Internet users. Capacity is a
function of "bandwidth" on the network or the ability of the infrastructure to
carry potentially large amounts of data to and from large numbers of users.
Bandwidth is a perceived threat to communication via non-traditional
transportation modes. I-Link's network is owned and managed by I-Link. In
some cases, parts of the network may be contractually provided by other
entities in the future. However, management believes I-Link has the ability
to monitor and manage all of its network capacity. I-Link Fax Engines
monitor and store statistical capacity-related data. Transmission locations,
transmission size, and transmission times are easily stored and accessed by the
I-Link system. An I-Link Network Operations Center ("NOC") monitors data
and can immediately detect when utilization levels are high. I-Link can then
add capacity as needed. Because I-Link data is associated with a specific
service (e.g., faxes) and is transmitted between (and encoded and decoded by)
I-Link Fax Engines, the type and purpose of the data is well understood and
<PAGE> 99(b)6
"overhead" bandwidth needs are better addressed. Data segmentation gives
the Fax Engines additional ability to maximize capacity. As a result I-Link
uses bandwidth up to four times as efficiently as traditional fax systems do
over the same medium.
Security. Security is a major concern associated with Internet data
transmission. I-Link controls the routing of data from one POP to another.
Few transmissions go from unknown location to unknown location as is
traditional with the Internet. Since it is possible that some transmissions
will travel a more traditional Internet route, I-Link utilizes RSA Data
Security, Inc.'s ("RSA") public-key cryptographic technology, a technology that
encrypts and decrypts data transmission. See "I-Link's Contractual
Arrangements - RSA" below for a discussion of the Company's agreement with
RSA.
A subscriber's fax data is much more insecure on public telephone lines,
particularly when the hard copy must be physically placed on a fax machine
than it is on a network encrypted with RSA technology. Management believes
that I-Link's system provides a measure of security that actually makes fax
transmission more secure than using traditional facsimile methods.
Competition
The market for business communications services is extremely competitive.
I-Link believes that its ability to compete in I-Link's business successfully
will depend upon a number of factors, including market presence; the capacity,
reliability and security of I-Link's network infrastructure; ease of access to
and navigation of the Internet or other such networks; the pricing policies of
competitors and suppliers; the timing of introductions of new products and
services into the industry; I-Link's ability in the future to support existing
and emerging industry standards; and industry and general economic trends.
The participants in that market consist of facsimile machine vendors (such
as Sony, Sharp, Canon, Hewlett-Packard, Ricoh and Toshiba), fax service
bureaus, PC-based fax modem and software manufacturers and distributors
(such as Hayes and U.S. Robotics), long distance telephone service providers
such as AT&T, MCI, Sprint and LDDS) and overnight package delivery
services (such as Federal Express, United Parcel Service, Airborne Express,
DHL, and the U.S. Postal Service). These entities are far better capitalized
than the Company and control substantial market share. In addition, there
may be other businesses that are attempting to introduce products similar to
the Company's for the transmission of business information over the Internet.
There is no assurance that the Company will be able to successfully compete
with these market participants.
I-Link's Contractual Arrangements
RSA. I-Link is a party to a master license agreement dated January 9, 1995
with RSA pursuant to which I-Link received a non-exclusive right to develop
and distribute software products that incorporate RSA's data encryption
security software. The agreement requires I-Link to pay $150,000 for the right
to incorporate RSA's software in software products developed and distributed
by I-Link and licensed to up to 150,000 persons. I-Link is also required to pay
an annual maintenance fee of $5,000. $150,000 is due and owing to RSA.
The RSA agreement is important to I-Link's business because RSA's
technology allows I-Link to provide substantial security protection to the users
of Fax4Less and to persons utilizing I-Link's Internet access services.
However, management believes that data encryption software is available
from other vendors. The loss of RSA as a vendor would have a material
<PAGE> 99(b)7
adverse effect on the Company.
AT&T. I-Link leases such number of data network communication lines
from AT&T as I-Link's business demands. Those telephone lines represent
part of the infrastructure over which I-Link conducts its business. Generally,
the Company is billed a fixed amount per circuit, the connection between two
geographic locations. I-Link is committed to make minimum monthly
payments of $75,000 for such lines over a five-year period commencing
March 1995. The arrangements with AT&T are presently being renegotiated,
and it is not clear what the outcome of those negotiations will be. As of
August 6, 1996, I-Link owes AT&T $660,745. Data network communication
lines are available from other vendors. The loss of AT&T as a vendor would
have a material adverse effect on the Company.
IBM Credit Corporation. Prior to June 30, 1996 I-Link financed
approximately $672,285 of equipment through IBM Credit Corporation.
Under the terms of those credit arrangements, I-Link is obligated to pay
approximately $60,000 every quarter. As of June 30, 1996, the amount due and
payable to IBM Credit Corporation was $602,476. The Company is current under
this agreement.
Spyglass. I-Link is party to an agreement dated April 14, 1995 with
Spyglass, pursuant to which I-Link received a non-exclusive right to develop
and distribute software products that incorporate certain technology owned
and distributed by Spyglass (the "Spyglass Browser"). I-Link entered into the
agreement in order to incorporate the Spyglass Browser into I-Link's Internet
access software, which I-Link in turn distributed in connection with its
provision of Internet access services. The contract required the payment of
$300,000 for purchase of the right to incorporate the Spyglass Browser in up
to 250,000 licenses, plus interest at the rate of 18% per annum. I-Link is also
required to pay an annual support fee of $35,000. Spyglass has threatened to
terminate the agreement and the licenses granted thereunder because of I-
Link's failure to make timely payments thereunder. As of May 31, 1996 the
amount owed is approximately $300,000, plus approximately $34,000 in
accrued interest. The Company intends to satisfy its monetary obligation to
Spyglass. Management does not believe that termination of the Spyglass
agreement would have a material adverse effect on the Company because
Internet access is not expected to be the focus of I-Link's future business and
because it is not necessary to include browser software for Internet access.
MFS Telecom, Inc. On June 21, 1996, I-Link entered into an Agreement
for Terminal Facility Collocation Space with MFS Telecom, Inc. ("MFS").
Under the agreement, I-Link has the right, but is not obligated, to elect to
occupy certain office and storage space and utilize MFS co-location services
within commercial buildings at one or more leasehold sites held by MFS for
the placement and operation of I-Link's telecommunications equipment and
cabling. The agreement provides that MFS will make facilities in 21 major
cities throughout the U.S. available to I-Link and expects to have an
additional 30 sites in the U.S. and 7 international sites available to I-Link by
year end. I-Link may elect to occupy any of such sites on a location-by-
location basis. Although minimum occupancy terms, rentals and service
charges vary somewhat from site to site and will be set forth in schedules to
the agreement, rentals presently range from $500 to $1,000 per month with a
$500 per month per site average and an $800 one-time initial charge per site
and certain other additional charges for power, cross-connection fees and the
like to be agreed upon at the time of election to occupy an MFS site.
Management of I-Link believes that the MFS agreement provides I-Link with
the opportunity to avail itself of strategic locations for POPs at competitive
rates together with co-location and administrative services provided by MFS
<PAGE> 99(b)8
without the burden of long-term leases.
I-Link Management
John Edwards, Chief Executive Officer (Effective April 1996). John Edwards
held senior management positions at Novell, Inc., including Executive Vice
President of the Desktop Systems Group, Executive Vice President of
Strategic Marketing, and Vice President of NetWare Systems Group.
Mr. Edwards' experience includes developing, growing, and managing new
businesses. After leaving Novell, Inc., Mr. Edwards served as President and
Board Member of Coresoft, Inc. Mr. Edwards holds a B.S. degree in
Computer Science from Brigham Young University. Mr. Edwards recently
served as a visiting professor at the Marriott School of Management at
Brigham Young University. Mr. Edwards is a director of the Company.
Clay Wilkes, Chief Technology Officer. Prior to founding ILINK, Ltd. in 1994,
Mr. Wilkes was a consultant to IBM in Austin, Texas, playing a key role in the
development and architecture of the PowerPC. Before that, he was a manager of
UNIX product development at Novell, Inc. in Provo, Utah, where he managed the
networking server and client development groups. Mr. Wilkes has also served
as a consultant to the IBM Corporation in Los Angeles, and was a Senior
Systems Programmer for the Sperry Corporation in Salt Lake City, Utah.
Wilkes attended the University of Oregon and Brigham Young University and
has done graduate work in Computer Science at Utah State University.
Mr. Wilkes is a director of I-Link and of the Company.
Alex Radulovic, Executive Vice President (Effective July 1996). Alex
Radulovic has considerable experience with the Internet and its supporting
protocol and software, as well as a strong background in telecommunications.
Mr. Radulovic served as a software consultant to IBM Corporation in Austin,
Texas, where his responsibilities included development and support of
NetWare for AIX and a wide range of AIX Communications products.
Mr. Radulovic's background includes serving as a software engineer for
development on the NetWare 386 operating system for Novell, Inc. in Provo,
Utah and software engineer for RAID development at Computer System
architects in Provo, Utah. Mr. Radulovic studied Computer Science at
Brigham Young University, Mechanical Engineering at Belgrade University,
and Physics at Beogradski Skojeveci (Belgrade, Yugoslavia).
Bill Flury, Vice President of Sales and Marketing. Bill Flury has over 17
years of intense and progressively proven sales and marketing management
experience. Mr. Flury's career started as an Account Manager and Sales
Representative at Xerox Corporation and then moved to IBM/Rolm
Corporation, where he eventually served as a Regional Marketing Manager.
In 1988, Mr. Flury moved to Novell, Inc., where he was the Senior Director
of National Accounts and Industry Markets. He then worked for Adobe
Systems as Director of Market Development and then for NetLabs as Vice
President of Worldwide Sales and Customer Support. Recently, Mr. Flury has
held the Vice President of Worldwide Sales position at Zebra Technologies,
VTI. Mr. Flury has established domestic and international programs in direct
sales, multi-tiered channel sales, and OEM sales. He has established strategic
alliances and computer dealers, independent software vendors, Fortune 500
companies, and others. He has had individual revenue responsibilities in
excess of $150 million. Mr. Flury holds Business and Sociology degrees from
the University of Utah, and is a graduate of the Stanford Executive Program.
