SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
The Netplex Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
641147103
(CUSIP Number)
Scott Pogoda
45-2402 River Drive South
Jersey City, New Jersey 07310 (201) 714-4244
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 1996
(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 [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
|CUSIP No. 641147103 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott Pogoda
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER 621,071
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 621,071
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,071
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13D
ITEM 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $.01 per share (the "Common Stock"), of the Netplex
Group, Inc., a New York corporation, formerly known as Complink, Ltd., a New
York corporation (the "Company"). The Company's principal executive offices are
located at 175 Community Drive, Great Neck, New York 11021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this Schedule 13D is Scott Pogoda (the
"Reporting Person").
(b) The residence address of the Reporting Person is 45- 2402 River Drive
South, Jersey City, New Jersey 07310.
(c) The present principal occupation or employment of the Reporting Person
is private investor.
(d) During the last five years, the Reporting Person has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was 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.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired the shares of Common Stock of the Company
reported in this Schedule 13D as a result of the merger (the "Netplex Merger")
of V Acquisition Corp., a Virginia corporation and a wholly owned subsidiary of
the Company, with and into The Netplex Group, Inc., a Virginia corporation ("Old
Netplex"). As a result of the Netplex Merger, the 5,280,000 shares of common
stock of Old Netplex owned by the Reporting Person (the "Old Netplex Shares")
were automatically converted into the right to receive 621,071 shares of Common
Stock of the Company. The Netplex Merger was consummated on June 7, 1996. The
Reporting Person acquired the Old Netplex Shares in connection with his founding
of Old Netplex in 1994 for nominal consideration utilizing his personal funds.
Page 3 of 5 Pages
<PAGE>
ITEM 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock of the Company as
an investment. The Reporting Person may seek to acquire additional shares of
Common Stock of the Company through open market or privately negotiated
transactions from time to time in his discretion. Any such purchases will depend
upon the market prices for the shares of Common Stock, the number of shares
which may become available for purchaser at prices which the Reporting Person
regards as attractive and various other factors which the Reporting Person may
determine to be relevant. Alternatively, the Reporting Person may in the future
determine to dispose of all or a portion of the shares of Common Stock held by
him, depending upon, among other things, the then market price for the Common
Stock. Such sales may be made in transactions in the open market or in privately
negotiated transactions.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals which relate to or would result in any of the actions
enumerated under Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a) As of the close of business on June 14, 1996, the Reporting Person
beneficially owned a total of 621,071 shares of Common Stock (the "Shares").
Based on information provided to the Reporting Person by counsel for Old
Netplex, there are presently outstanding 6,442,903 shares of Common Stock of the
Company after consummation of the Netplex Merger and the other mergers
consummated by the Company concurrently with the Netplex Merger as disclosed in
the Company's Proxy Statement dated April 8, 1996, as filed with the Securities
and Exchange Commission on April 12, 1996. Accordingly, the Shares constitute
9.6% of the outstanding Common Stock.
(b) The Reporting Person has the sole power to vote and to dispose of all
of the Shares identified in the foregoing paragraph (a).
(c) Other than the receipt of the Shares identified in the foregoing
paragraph (a), the Reporting Person has engaged in no transactions in the shares
of Common Stock of the Company during the past 60 days.
(d) No other person is known to have 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.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any securities of the Company.
Page 4 of 5 Pages
<PAGE>
ITEM 7. Materials to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 17, 1996 /s/ Scott Pogoda
---------------------------
Scott Pogoda
