UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
I-Link Incorporated (formerly Medcross, Inc.)
(Name of Issuer)
Common Stock, $.007 par value
(Title of Class of Securities)
449927-10-2
(CUSIP Number)
Henry Y.L. Toh, Director
Four M International, Inc.
1980 Post Oak Boulevard, #1850
Houston, TX 77056
(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1997
(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: [ ]
Check the following box if a fee is being paid with the statement: [ ].
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SCHEDULE 13D
CUSIP NO. 449927-10-2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Four M International, Inc.
2. Check the appropriate box if a member of a group (a)[ ]
(b)[x]
3. SEC Use only
4. Source of Funds
N/A
5. Check Box if disclosure of legal proceedings is required pursuant to items
2(d) or (e)[ ]
6. Citizenship or place of organization
Barbados
7. Sole Voting Power 200,480
Number of Shares
Beneficially 8. Shared voting power --
Owned by
Each
Reporting 9. Sole dispositive power 200,480
Person
10. Shared dispositive power --
11. Aggregate amount beneficially owned by each reporting person 200,480
12. Check box if the aggregate amount in row (11) excludes certain shares[ ]
13. Percent of class represented by amount in row (11) 1.4%
14. Type of reporting person CO
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Item 1. Security and Issuer
This statement relates to the shares of common stock, $.007 par value per
share ("Common Stock"), of I-Link Incorporated (formerly Medcross, Inc.), a
Florida corporation ("Issuer"). The Issuer's principal executive offices are
located at 13751 S. Wadsworth Park Drive, Suite 200, Draper, Utah 84020.
Item 2. Identity and Background
Four M International, Inc., a company organized under the laws of Barbados
("Four M") was organized for the purpose of acquiring and holding shares of
stock in the Issuer. Four M's principal executive offices are located c/o 1980
Post Oak Boulevard, #1850, Houston, Texas 77056.
The directors of Four M are Henry Toh and Abe Dunn, both of whom are
citizens of the United States, and both of whom disclaim beneficial ownership
of the shares described herein.
None of Four M or any of its executive officers and directors have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
None of Four M nor any of its executive officers and directors during the
last five years, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Four M and Walnut Capital Corp, a Delaware corporation ("WCC"), Windy City,
Inc., a Delaware corporation ("WCI") and Canadian Imperial Bank of Commerce
Trust Company (Bahamas) Limited, a trust company organized under the laws of
The Commonwealth of the Bahamas, as Trustee ("CIB") (together, Purchasers"),
purchased 200,000 shares of Class A Variable Rate Cumulative Convertible
Preferred Stock, $10.00 par value per share ("Preferred Stock"), pursuant to
a Stock Purchase Agreement, dated February 19, 1992, by and among the Issuer
and the Purchasers ("Stock Purchase Agreement"). The Preferred Stock was
convertible into Common Stock. The 160,000 shares of Preferred Stock purchased
by Four M represented 64% of the voting control of the Issuer at the time of
purchase.. The Preferred Stock was purchased for the sum of $2 million. A
total of $1.6 million was paid by Four M for the purchase of 160,000 shares of
Preferred Stock and the source of such funds was the working capital of Four M.
Concurrent with the execution by WCC, WCI and CIB of a letter agreement
pursuant to which it agreed to sell all of the shares of Class A Preferred Stock
owned by it to third parties, the Stock Purchase Agreement was amended on or
about January 31, 1996 (a copy of which was filed as Exhibit 10(dd) to the
Medcross, Inc. Form SB-2 registration statement, No. 333-17861 (the
"Registration Statement") to provide that upon the sale of shares owned by WCC,
WCI and CIB, the Stock Purchase Agreement would be cancelled by its terms.
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Item 4. Purpose of Transaction
The Preferred Stock was acquired by Four M for investment purposes. Four M
has no present plans, agreements, understandings or other arrangements to sell,
assign or otherwise dispose of all or any part of the Common Stock owned of
record except that the shares as to which Four M has sole dispositive power
may be sold from time to time pursuant to the Registration Statement.
Item 5. Interest in Securities of the Issuer
(a) The 160,000 shares of Preferred Stock were converted to an aggregate
of 3,915,570 shares of Common Stock on June 28, 1996. Thereafter, in accordance
with transactions described in Item 6 hereof, an aggregate of 1,960,332 shares
of such Common Stock have been sold, so that as of the date hereof Four M owns
an aggregate of 1,955,238 shares of Common Stock, 1,753,758 shares of which are
subject to the terms of the options described in Item 6 hereof.
(b) Four M has the sole power to vote or direct the vote of an aggregate
of 200,480 shares (1.4% of the shares outstanding as of November 7, 1997) and
sole power to dispose or to direct the disposition of 200,480 shares owned.
(c) As described in Item 6, Four M granted certain options to purchase
shares to certain parties who are not affiliates of Four M. On December 31,
1996 options to purchase an aggregate of 142,738 shares of Common Stock owned
by Four M were exercised at an exercise price of $1.79 per share; in July 1997
options to purchase an additional 250,000 shares of Common Stock were exercised
at an exercise price of $2.35 per share; in August 1997 options to purchase an
additional 340,109 shares were exercised at an exercise price of $2.45 per
share; in September 1997 options to purchase an additional 783,568 shares were
exercised at an exercise price of $2.54 per share and options to purchase an
aggregate of 441,480 shares expired; in October 1997 options to purchase an
additional 10,000 shares were exercised at an exercise price of $1.79 per share;
in November 1997 options to purchase an additional 193,917 shares were exercised
at an exercise price of $1.79 per share and in December 1997 options to purchase
an additional 1,753,758 shares were exercised at an exercise price of $1.79 per
share. An additional 170,000 shares were sold in October 1997 and 70,000 shares
were sold in November 1997 pursuant to the Registration Statement and 1,000
shares were transferred by gift in December 1997.
(d) No person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any of the shares of Common
Stock owned of record by Four M.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On February 21, 1996, Four M granted certain options to purchase shares of
the Company owned by Four M exercisable commencing July 1, 1996 (subject to the
satisfaction of certain conditions) to
<PAGE> Page 4 of 6
purchase 3,915,570 shares of Common Stock. Henry Y.L. Toh, a director of the
Issuer, is one of the two directors of Four M. The exercise price of $1.79 per
share represented the lesser of 200% of the average of the closing bid and ask
price per share of Common Stock for the ten (10) business days preceding July 1,
1996 or $1.79 per share. Commonwealth Associates and affiliates or associates
thereof received the right to purchase 545,285 shares of Common Stock prior to
December 31, 1996 and 537,500 shares of Common Stock prior to December 31, 1997.
Benchmark Equity Group, Inc. received the right to purchase 545,285 shares of
Common Stock prior to December 31, 1996 and 537,500 shares prior to December
1997. Certain members of the then management of I-Link Worldwide, Inc., namely,
Clay Wilkes, Floyd Wilkes and Alex Radulovic, received the right to purchase an
aggregate of 825,000 shares of Common Stock prior to December 31, 1996 and
825,000 shares prior to December 31, 1997. Scott Cook received the right to
purchase 100,000 shares prior to December 31, 1996. On April 24, 1996, the
Four M Options issued to Mr. Cook were canceled and options were issued as of
that date by Four M to Mr. Cook (50,000 shares), S.C. Culbreth (25,000 shares)
and John Beardmore (25,000 shares).
In August 1996 the Four M Options were amended to provide that in the event
that $200,000 in principal amount (i.e., exercise proceeds) of the Four M
Options have been exercised prior to December 31, 1996, the exercise period of
the remaining Four M Options exercisable during 1996 (the "1996 Four M Options")
would be extended to September 6, 1997 and the exercise price would be increased
by four percent (4%) of the then current exercise price for each 30 day period
or portion thereof commencing January 1, 1997 in which the remainder of the 1996
Four M Options are not exercised. Inasmuch as the aggregate amount exercised
exceeded $200,000 in principal amount, the exercise period of the remaining
Four M Options was extended to September 6, 1997.
Thereafter, all of the holders of options exercised the remaining
outstanding options so that, as of December 31, 1997, no options remain
outstanding.
Item 7. Material To be Filed as Exhibits
A. Form of Four M Option issued in February 1996 filed as an exhibit to
the Schedule 13D, Amendment No. 1 filed on December 19, 1997, and incorporated
herein by reference.
B. Form of First Amendment to Four M Option filed as an exhibit to the
Schedule 13D, Amendment No. 1 filed on December 19, 1997, and incorporated
herein by reference.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 25, 1998 Four M International, Inc.
Date
By: /s/ Henry Y. L. Toh
Henry Y.L. Toh, Director
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