UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
I-Link Incorporated (formerly Medcross, Inc.)
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(Name of Issuer)
Common Stock, $.007 par value
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(Title of Class of Securities)
449927-10-2
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(CUSIP Number)
Ralph W. Hardy, Jr.
Winter Harbor, L.L.C.
11400 Skipwith Lane,
Potomac, Maryland 20854
(301) 983-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 449927-10-2 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON Winter Harbor, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)_____
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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- ---------------------------- -------- ------------------------------------------
Number of 7 SOLE VOTING POWER
Shares 52,340,384
Beneficially
Owned by
Each
Reporting
Person With
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
8 SHARED VOTING POWER
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
52,340,384
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- ---------------------------- -------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------- -------- ------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,340,384
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* _____
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
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14 TYPE OF REPORTING PERSON* OO
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CUSIP No. 449927-10-2 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON First Media, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) x
---
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)_____
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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- ---------------------------- -------- ------------------------------------------
Number of 7 SOLE VOTING POWER
Shares 52,340,384
Beneficially
Owned by
Each
Reporting
Person With
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
8 SHARED VOTING POWER
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
52,340,384
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------- -------- ------------------------------------------
- -------------------- -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,340,384
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* _____
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
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14 TYPE OF REPORTING PERSON* PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 449927-10-2 13D Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON First Media Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) x
---
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)_____
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- -----------------------------------------------------------
- ---------------------------- -------- ------------------------------------------
Number of 7 SOLE VOTING POWER
Shares 52,340,384
Beneficially
Owned by
Each
Reporting
Person With
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
8 SHARED VOTING POWER
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
52,340,384
- ---------------------------- -------- ------------------------------------------
- ---------------------------- -------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------- -------- ------------------------------------------
- -------------------- -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSO
52,340,384
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* _____
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
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- -------------------- -----------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
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<PAGE>
Item 1. Security and Issuer
This statement is filed pursuant to Rule 13d-2(a) with respect
to the shares of common stock, $.007 par value (the "Common Stock") of I-Link
Incorporated (formerly Medcross, Inc.), a Florida corporation (the "Issuer")
beneficially owned by the Reporting Persons specified herein as of December 31,
1999, and amends and supplements the Schedule 13D dated April 14, 1998 (the
"Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration
Amounts loaned to the Issuer were funded by capital
contributions from First Media, L.P. to Winter Harbor. Winter Harbor also
received capital contributions from First Media, L.P. for the purchase of Series
N Convertible Preferred Stock (the "Series N Preferred Stock") pursuant to the
Series N Rights Offering (the "Rights Offering").
Item 4. Purpose of the Transaction
During the first and second quarters of 1998 the Issuer
obtained an aggregate of $7,768,000 (the "Outstanding Debt") in interim debt
financing from Winter Harbor, L.L.C., a Delaware limited liability company
("Winter Harbor"). As consideration for Winter Harbor's commitment to extend the
Outstanding Debt, the Issuer agreed to issue 6,740,000 warrants (Series D-J) to
purchase the Issuer's Common Stock at exercise prices ranging from $5.50 to
$7.22 (such exercise prices subject to downward adjustment based on, among other
things, the price of Common Stock issued upon the conversion of Series F
Preferred Stock; as of December 31, 1999, the effective exercise price of such
warrants (which exercise price shall not be increased) was approximately $2.03).
The Series D-J warrants may be exercised at any time on or prior to October 15,
2005. The Issuer also agreed to extend the exercise period on all other warrants
previously issued to Winter Harbor to October 15, 2005. The Outstanding Debt is
payable upon demand and is collateralized by essentially all of the assets of
the Issuer and its subsidiaries. On April 15, 1999, however, Winter Harbor
agreed that it would not demand payment on the Outstanding Debt prior to April
15, 2000. As partial consideration therefor, Winter Harbor has the right to
elect at any time until the loan is repaid to convert the unpaid balance of
Outstanding Debt into additional shares of the Issuer's Series M Convertible
Preferred Stock (the "Series M Preferred Stock") using an assumed stated value
of $2,500 per share of Series M Preferred Stock instead of $2,750 (representing
a 10% premium on convertibility). Upon any such conversion, the Issuer shall be
obligated to issue Winter Harbor an additional 5,000,000 warrants to purchase
Common Stock of the Issuer at an exercise price equal to the exercise price of
the aforementioned Series D-J warrants.
In order to provide funds towards working capital needs, the
Issuer entered into two additional financing arrangements with Winter Harbor.
The first such arrangement (the "First Arrangement") provided for short-term
borrowings of up to $8,000,000 and a $3,000,000 standby letter of credit to
guarantee payment on a new $3,000,000 equipment lease. (In the event that the
Issuer defaults on the letter of credit, the Issuer will be indebted to Winter
Harbor for any amounts Winter Harbor is obligated to pay thereunder). The
$8,000,000 short-term borrowings were originally due October 31, 1999. Under the
second such arrangement, finalized on April 15, 1999 (the "Second Arrangement"),
Winter Harbor agreed to loan to the Issuer up to an additional $4,000,000 under
a note due September 30, 1999. In connection with the First Arrangement, the
Issuer became obligated to issue, and did issue, to Winter Harbor 11,000,000
additional warrants (Series K) to acquire Common Stock of the Issuer. Such
additional warrants were granted on substantially the same terms and conditions
as the Series D-J warrants; that is, the Series K warrants may be exercised at
anytime on or prior to October 15, 2005 for an exercise price based on, among
other things, the price of Common Stock issued upon the conversion of Series F
Preferred Stock; as of December 31, 1999, the effective exercise price (which
exercise price shall not be increased) of each of such warrant was approximately
$2.03.
Pursuant to the terms of the First Arrangement and the Second
Arrangement, the Issuer was obligated to offer up to 20,000 shares of Series N
Preferred Stock as part of a rights offering which was open to the Issuer's
common and preferred stockholders. Each share of Series N Preferred Stock could
be purchased for $1,000. On July 23, 1999, the Issuer completed its offering of
20,000 shares of Series N Preferred Stock. The Issuer
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exercised its rights to exchange the above mentioned $8,000,000 and $4,000,000
loans, plus accrued interest, for shares of Series N Preferred Stock.
In total the Issuer (i) exchanged $12,718,915 in Winter Harbor debt and accrued
interest and (ii) Winter Harbor made an additional cash investment of
approximately $1,685,000 for a total of 14,404 shares of Series N Preferred
Stock.
The Series N conversion price was initially set at $2.78, but
may be reset to the lowest of: (1) 110% of the average trading price for any 20
day period following the date that Series N Preferred Stock is first issued; (2)
the price at which any new Common Stock or Common Stock equivalent is issued;
(3) the price at which Common Stock is issued upon the exercise or conversion of
any new options, warrants, preferred stock or other convertible security; and
(4) the conversion price of any Series F Preferred Stock converted after the
date that Series N Preferred Stock is first issued. The conversion price is
subject to a floor of $1.25 (as of December 31, 1999, the effective conversion
price of the Series N Preferred Stock was approximately $2.24 and thus each
share of Series N Preferred Stock was convertible into approximately 446 shares
of the Issuer's Common Stock).
Winter Harbor acquired the Preferred Stock and warrants for
investment purposes. The Reporting Persons have no present plans, agreements,
understandings or other arrangements to sell, assign or otherwise dispose of all
or any part of the Series N Preferred Stock, Series M Preferred Stock or
warrants owned of record, or any shares of the Common Stock underlying the
Series N Preferred Stock, Series M Preferred Stock and the warrants, except as
described herein. The Reporting Persons intend to continuously review its
investment in the Issuer, and may in the future determine to (i) acquire
additional securities of the Issuer, through open market purchases, private
agreements or otherwise, (ii) dispose of all or a portion of the securities it
beneficially owns, or (iii) take any other available course of action, which
could involve one or more of the types of transactions or have one or more of
the results described in the last paragraph of Item 4 of Schedule 13D.
Notwithstanding anything contained herein, the Reporting Persons reserve the
right to change their intentions with respect to any or all of such matters. In
reaching any decision as to their course of action (as well as to the specific
elements thereof), the Reporting Persons currently expect that it would take
into consideration a variety of factors, including, but not limited to: the
Issuer's business and prospects; other developments concerning the Issuer and
the Internet industry generally; other business opportunities available to the
Winter Harbor; other developments with respect to the businesses of the
Reporting Persons; and general economic conditions and money and stock market
conditions, including the market price of the Issuer's Common Stock.
Item 5. Interest in Securities of the Issuer
(a)-(b) Winter Harbor owns 4,400 shares of Series M Preferred
Stock and 1,404 shares of Series N Preferred Stock. As of December 31, 1999,
such Series M Preferred Stock (with accrued dividends) together with the Series
N Preferred Stock could be converted into approximately 13,869,159 shares of the
Issuer's Common Stock. Winter Harbor also holds warrants to acquire
approximately 28,540,000 additional shares of Common Stock. Additionally, if the
Outstanding Debt is converted into Series M Preferred Stock and the Series M
Preferred Stock is then converted into Common Stock (together with the 5,000,000
warrants exercisable into Common Stock that are issuable upon the conversion of
the Outstanding Debt), then as of December 31, 1999, Winter Harbor would have
the right to receive approximately 9,931,225 additional shares of the Issuer's
Common Stock. Winter Harbor has been informed by the Issuer that as of December
31, 1999, the Issuer had approximately 24,150,950 shares of Common Stock issued
and outstanding and that on a fully diluted basis, approximately 68,364,220
additional shares of the Issuer's Common Stock were issuable; therefor, giving
effect to the conversion of all Outstanding Debt by Winter Harbor, the accrual
of all outstanding dividends on the Series M Preferred Stock and the cash
exercise of all of Winter Harbor's outstanding warrants and warrants issuable
upon the conversion of Outstanding Debt, Winter Harbor holds approximately 68.4%
of the Issuer's Common Stock on a fully diluted basis (56.5% if all other
outstanding warrants, options and preferred stock held by parties other than
Winter Harbor were contemporaneously converted into Common Stock).
(c) Except as described in this filing, Winter Harbor has not
effected any transaction in the Series N Preferred Stock, Series M Preferred
Stock or Common Stock of the Issuer during the past sixty days.
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(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Pursuant to an Agreement dated April 14, 1998, as amended and
continued pursuant to an additional Agreement dated January 15, 1999
(collectively, the "Agreement"), Winter Harbor agreed not to immediately demand
the Outstanding Debt. In consideration therefor, Winter Harbor was granted the
right to elect at any time until the Outstanding Debt is repaid to convert the
unpaid balance of the Outstanding Debt into additional shares of the Issuer's
Series M Preferred Stock using an assumed stated value of $2,500 per share of
Series M Preferred Stock instead of $2,750 (representing a 10% premium on
convertibility). Upon any such conversion, the Issuer shall be obligated to
issue to Winter Harbor an additional 5,000,000 warrants to purchase Common Stock
of the Issuer at an exercise price equal to the exercise price of the other
warrants held by Winter Harbor.
The Outstanding Debt is secured pursuant to a Security
Agreement dated as of April 14, 1998, as amended by the First Amendment thereto
on January 15, 1999 (the "Security Agreement") which collateralizes essentially
all of the assets of the Issuer and its subsidiaries. Furthermore, the
Outstanding Debt is also secured pursuant to a Pledge Agreement dated as of
April 14, 1998, as amended by the First Amendment thereto on January 15, 1999
(the "Pledge Agreement") with the Issuer whereby the Issuer has pledged to
Winter Harbor the ownership interests of its subsidiaries. The subsidiaries of
the Issuer have also entered into a Guaranty whereby the subsidiaries of the
Issuer guaranty the Outstanding Debt of the Issuer.
On January 15, 1999, the Issuer and Winter Harbor entered into
an Amended and Restated Registration Rights Agreement (the "Registration Rights
Agreement"). The Registration Rights Agreement provides that, among other
things, Winter Harbor may request the Issuer to effect registration or
qualification with respect to all or part of the Registrable Securities (as
defined in the Registration Rights Agreement, which definition includes, but is
not limited to, all shares of the Series M Preferred Stock and all shares of
Common Stock issued or issuable upon the exercise of the warrants or the
conversion of the Series M Preferred Stock as held by Winter Harbor).
The Issuer has granted certain warrants (Series D-J) in
respect to the transactions referenced herein. The warrants have substantially
the same terms and conditions and may be exercised at anytime on or prior to
October 15, 2005 for an exercise price based on, among other things, the price
of Common Stock issued upon the conversion of Series F Preferred Stock; as of
December 31, 1999, the effective exercise price (which exercise price shall not
be increased) of each of such warrant was approximately $2.03. Each of the
warrants have provisions for cashless exercise and any Common Stock acquired
upon the exercise of the warrants shall have registration rights pursuant to the
Registration Rights Agreement.
In connection with the Agreement, the Issuer became obligated
to issue, and did issue, to Winter Harbor 11,000,000 additional warrants (the
Series K warrants) to acquire Common Stock of the Issuer. Such additional
warrants were granted on substantially the same terms and conditions as the
Series D-J warrants; that is, the Series K warrants may be exercised at anytime
on or prior to October 15, 2005 for an exercise price based on, among other
things, the price of Common Stock issued upon the conversion of Series F
Preferred Stock; as of December 31, 1999, the effective exercise price (which
exercise price shall not be increased) of each of such warrants was
approximately $2.03.
The summary descriptions of certain provisions of the
Agreement, the Security Agreement, the Registration Rights Agreement, the Pledge
Agreement, the Guaranty, and the warrants contained in this report do
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not purport to be complete and are qualified in their entirety by reference to
the text of such documents, certain of which have been incorporated by reference
as Exhibits to this report.
Item 7. Material to be Filed as Exhibits
4.1 Agreement dated as of April 14, 1998, by and between the Issuer and Winter
Harbor, L.L.C. (Incorporated by reference to form 10QSB, dated August 14, 1998,
file no. 0-17973, as filed with the Securities and Exchange Commission.)
4.2 Pledge Agreement dated April 14, 1998, by and between the Company and Winter
Harbor. (Incorporated by reference to form 10QSB, dated August 14, 1998, file
no. 0-17973, as filed with the Securities and Exchange Commission.)
4.3 Security Agreement dated April 14, 1998, by and among certain of the
Company's subsidiaries and Winter Harbor. (Incorporated by reference to form
10Q, dated August 14, 1998, file no. 0-17973, as filed with the Securities and
Exchange Commission.)
4.4 Amended and Restated Registration Rights Agreement dated as of January 15,
1999 by and between the Company and Winter Harbor, amending Registration Rights
Agreement dated October 10, 1997. (Incorporated by reference to form 10Q, dated
August 14, 1998, file no. 0-17973, as filed with the Securities and Exchange
Commission.)
4.5 Loan Agreement dated as of January 15, 1999 by and between the Company and
Winter Harbor. (Incorporated by reference to form 8-K, dated March 23, 1999,
file no. 0-17973, as filed with the Securities and Exchange Commission.)
4.6 First Amendment to Loan Agreement dated March 4, 1999 by and between the
Company and Winter Harbor. (Incorporated by reference to form 8-K, dated March
23, 1999, file no. 0-17973, as filed with the Securities and Exchange
Commission.)
4.7 Promissory Note dated November 10, 1998, in principal amount of $8,000,000
executed the by Company in favor of Winter Harbor. (Incorporated by reference to
form 8-K, dated March 23, 1999, file no. 0-17973, as filed with the Securities
and Exchange Commission.)
4.8 Subsidiary Guaranty dated as of January 15, 1999 executed by five of the
Company's wholly-owned subsidiaries in favor of Winter Harbor. (Incorporated by
reference to form 8-K, dated March 23, 1999, file no. 0-17973, as filed with the
Securities and Exchange Commission.)
4.9 Agreement dated as of January 15, 1999 by and between the Company and Winter
Harbor. (Incorporated by reference to form 8-K, dated March 23, 1999, file no.
0-17973, as filed with the Securities and Exchange Commission.)
4.10 First Amendment to Security Agreement dated as of January 15, 1999, by and
among the Company, five of its wholly-owned subsidiaries and Winter Harbor,
amending Security Agreement dated April 14, 1997. (Incorporated by reference to
form 8-K, dated March 23, 1999, file no. 0-17973, as filed with the Securities
and Exchange Commission.)
4.11 First Amendment to Pledge Agreement dated as of January 15, 1999, by and
among the Company and Winter Harbor, amending Pledge Agreement dated April 14,
1997. (Incorporated by reference to form 8-K, dated March 23, 1999, file no.
0-17973, as filed with the Securities and Exchange Commission.)
4.12 Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15,
1999 by and between the Company and Winter Harbor, and related forms of warrant
certificates. (Incorporated by reference to form 8-K, dated March 23, 1999, file
no. 0-17973, as filed with the Securities and Exchange Commission.)
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4.13 Series K Warrant Agreement dated as of January 15, 1999 by and between the
Company and Winter Harbor and form of Series K Warrant. (Incorporated by
reference to form 8-K, dated March 23, 1999, file no. 0-17973, as filed with the
Securities and Exchange Commission.)
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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.
WINTER HARBOR, L.L.C.
By: First Media, L.P., its Manager / Member
By: First Media Corporation, its sole General Partner
January 28, 2000 /s/Ralph W. Hardy, Jr.
___________________ By: -----------------------------------
Date Ralph W. Hardy, Jr.
Secretary
FIRST MEDIA, L.P.
By: First Media Corporation, its sole General Partner
January 28, 2000 /s/Ralph W. Hardy, Jr.
__________________ By: ------------------------------------
Date Ralph W. Hardy, Jr.
Secretary
First Media Corporation
January 28, 2000 /s/Ralph W. Hardy, Jr.
__________________ By: ---------------------------------
Date Ralph W. Hardy, Jr.
Secretary
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