Securities & Exchange Commission
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 5, 1997
OneLink Communications, Inc.
(Exact name of small business issuer as specified in its charter)
Commission file number: 0-25764
Minnesota 41-1675041
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(Address of principal executive offices)
612-996-9000
(Registrant's telephone number, including area code)
MarketLink, Inc.
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
Press Release Issued September 2, 1997
OneLink Communications Announces Continued Listing of the Company's Stock on the
Nasdaq Small Cap Market
Minneapolis, MN - OneLink Communications, Inc. (NASDAQ Small Cap:ONEL) announced
that it has been granted an exception to the Nasdaq listing requirements for
Total Assets and Capital and Surplus as a result of a recent review by a Nasdaq
Listing Qualifications Panel in Washington. As a result, the Company's stock
will continue to be listed on the Nasdaq Small Cap Market.
While OneLink failed to meet these requirements as of March 31, 1997 and June
30, 1997, the Company has been granted a temporary exception from this standard,
subject to OneLink completing its private placement offering by September 15,
1997. During the exception period, the Company's stock symbol will change from
ONEL to ONELC.
If the Company is successful in completing its financing by September 15, 1997,
it will continue to be listed on the Nasdaq SmallCap Market. Although there can
be no assurances that it will do so, the Company believes that it can meet the
listing requirements through a conversion of debt to equity and a private
placement offering. Both of these actions are already in process.
"We are pleased to receive the acknowledgment from the Nasdaq panel regarding
OneLink's plan to meet the Total Asset and Capital and Surplus requirements,"
said Michael Ryan, OneLink's Chief Financial Officer. "With the private
placement offering and the naming of Paul Lidsky as President and CEO, the
Company is excited about the current and future strategic direction of the
Company," said Ron Eibensteiner, Chairman of OneLink Communications, Inc.
OneLink Communications, Inc., a Minneapolis-based corporation, is an interactive
communications technology company providing automated information products and
services delivered through the multi-path integration of telephone, Internet and
proprietary information systems known as "OneLink." Fortune 500 companies and
Regional Bell Operating companies use OneLink's proprietary mapping capabilities
to accurately visualize and profile their customer base and markets and connect
single-number service based upon caller location.
<PAGE>
Raising of Additional Equity
On September 5, 1997, OneLink Communications, Inc. (the "Company") closed a
private placement of Units, (the "Units") each Unit consisting of fifty (50)
shares of Common Stock and fifty (50) Common Stock Purchase Warrants,
("Warrants") to accredited investors for an aggregate gross purchase price of
$1,350,000. Each Warrant will entitle the holder to purchase one share of the
Company's Common Stock at an exercise price of $1.50 per share. The Warrants may
be exercised immediately and expire on September 5, 2000. The Company retains a
call option on the Warrants to redeem the Warrants provided that the closing bid
price of the Company's Common Stock exceeds $2.50 per share for any five
consecutive trading days. The Company intends to use the proceeds from the
offering for working capital purposes and to pay off short term borrowings.
The offering was conducted pursuant to Section 3(b) of the Securities Act of
1933, as amended and was made only to "Accredited Investors" as defined by Rule
501 of Regulation D promulgated under the Securities Act and Laws. No
commissions were paid to its officers and directors for their selling efforts.
The increase in the Company's equity, as a result of the sale of $1,350,000
worth of Units will enable the Company to comply with Nasdaq's Total Asset and
Capital and Surplus requirements, and thus remain listed on Nasdaq's SmallCap
Market. Under Item 7., is a Pro Forma Balance Sheet as of July 31,1997 and Pro
Forma Statement of Operations for the seven months ended July 31, 1997, taking
into effect the gross proceeds from the sale of the $1,350,000 worth of Units as
of July 31, 1997.
In addition, the Company intends to continue its Unit Offering to accredited
investors with the intent of raising an additional $650,000 to $1,150,000 by
September 15, 1997.
<PAGE>
Item 7. Financial Statements
OneLink Communications, Inc.
Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
July 31 Pro Forma Pro Forma
1997 Adjustments Balance
-----------------------------------------------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 73,749 $1,000,000 (A) $ 1,073,749
Trade accounts receivable, net of allowance for
doubtful accounts of $19,018 in July 31, 1997 and $19,018 in
Pro Forma July 31, 1997 268,288 268,288
Minimum lease payments receivable 34,200 34,200
Computer Parts and supplies, net of reserve for obsolescence of
$11,986 on July 31, 1997 and $11,986 on Pro Forma July 31, 1997 40,671 40,671
Prepaid expenses 44,339 44,339
------------ --------------
Total current assets 461,247 1,461,247
Property and equipment:
Furniture and equipment 1,223,417 1,223,417
Equipment leased to others 318,140 318,140
------------ --------------
1,541,557 1,541,557
Accumulated depreciation (742,432) (742,432)
------------- --------------
799,125 799,125
Other assets:
Goodwill 521,554 521,554
Investment in sales type leases 17,100 17,100
Deposits 76,486 76,486
------------ --------------
615,140 615,140
------------ --------------
Total Assets 1,875,512 2,875,512
============ ==============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $182,328 $182,328
Notes Payable and Current maturities of long-term debt 311,670 (250,000) (B) 61,670
Notes Payable - Related Parties 100,537 (100,000) (C) 537
Customer deposits 65,908 65,908
Deferred revenue 418,251 418,251
Other accrued liabilities 235,328 235,328
------------ --------------
Total current liabilities 1,314,022 964,022
Long-term debt, related parties 2,211 2,211
Long-term debt, net of current maturities 18,478 18,478
Shareholders' equity:
Common stock, par value $.01 per share, Authorized shares--
50,000,000; Issued and outstanding shares: July 31,1997 and
Pro Forma July 31, 1997--2,966,696 and 4,316,696, respectively 29,438 13,500 (D) 42,938
Additional paid-in capital 6,346,663 1,336,500 (D) 7,683,163
Accumulated deficit (5,835,300) (5,835,300)
------------ --------------
Total shareholders' equity 540,801 1,890,801
------------ --------------
Total liabilities and shareholders' equity $1,875,512 $2,875,512
============ ==============
</TABLE>
See accompanying notes.
<PAGE>
OneLink Communications, Inc.
Statements of Operations
for the Seven Months Ending July 31, 1997
(unaudited)
<TABLE>
<CAPTION>
Y-T-D Pro Forma Pro Forma
July 31, Adjustments Balance
1997
-----------------------------------------
<S> <C> <C> <C>
Revenues $1,009,139 $1,009,139
Cost of revenues (519,467) (519,467)
------------- ----------------
Gross profit 489,672 489,672
Operating expenses:
Selling 328,576 328,576
General and administrative 1,075,984 1,075,984
Research and development 131,203 131,203
------------- ----------------
Total operating expenses 1,535,763 1,535,763
Operating loss (1,046,091) (1,046,091)
Interest income 9,449 9,449
Interest expense (14,375) (14,375)
Other income (expense) (30,463) (30,463)
------------- ----------------
Loss before income taxes (1,081,480) (1,081,480)
Provision for income taxes 0 0
Net loss ($1,081,480) ($1,081,480)
Net loss per share ($0.36) (E) ($0.25)
Weighted average number of shares outstanding 2,966,696 (E) 4,316,696
</TABLE>
Notes to the Consolidated Pro Forma Financial Statements for the Seven Months
Ended July 31, 1997 (Unaudited)
The unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations
has been prepared to reflect the sale of 1,350,000 Units as if the sale occurred
as of July 31, 1997. Actual and pro forma operating results for the seven months
ended July 31, 1997 are not necessarily indicative of the financial position or
the operating results that would have occurred at July 31, 1997 or that will be
achieved for the year or any other period. These statements should be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 and the Company's Quarterly Reports on Form 10-QSB for the
three and six months ended March 31, 1997 and June 30, 1997, respectively.
<PAGE>
The pro forma adjustments are as follows:
A. Cash and Cash Equivalents - Net proceeds from the sale of Units after
conversion of certain liabilities disclosed below.
B. Note Payable to Investor - Investor converted $250,000 of notes into Units.
C. Note Payable to Related Party Investor - Related party investor converted
$100,000 of notes into Units.
D. Par Value and Additional Paid In Capital - The common stock has a Par Value
of $0.01 per share. The additional amount for the sale of the stock
subscriptions has been added to the additional paid in capital.
E. Net Loss Per Share -Assumes an additional 1,350,000 shares outstanding for
the seven months ended July 31, 1997.
<PAGE>
OneLink Communications, Inc.
SIGNATURES
Pursuant to the registration requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ONELINK COMMUNICATIONS, INC.
(Registrant)
Date: September 5, 1997 BY: /s/ Michael J. Ryan
Chief Financial Officer
