SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OneLink Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1675041
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
10340 Viking Drive, Suite 150
Eden Prairie, Minnesota 55344
(Address of Principal Executive Office and Zip Code)
OneLink Communications, Inc. 1994 Stock Option Plan
(Full Title of the Plan)
Nicholas C. Bluhm, President
OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, Minnesota 55344
(612) 996-9000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John A. Grimstad
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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<TABLE>
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C>
Options to Purchase
Common Stock under
the 1994 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
1994 Plan 1,500,000 shares $2.3125 $ 3,468,750 $1,051.14
--------
TOTAL: $1,051.14
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the bid and asked
prices of the Registrant's Common Stock on April 18, 1997.
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The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1994 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-08007, are
incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Eden Prairie and State of Minnesota, on the 15th
day of April , 1997.
ONELINK COMMUNICATIONS, INC.
(the "Registrant")
By /s/ Nicholas C. Bluhm
Nicholas C. Bluhm, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Ronald E. Eibensteiner and
Nicholas C. Bluhm his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of OneLink Communications, Inc. relating to the Company's
1994 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
- 1 -
<PAGE>
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
/s/ Nicholas C. Bluhm President, Chief Executive April 15, 1997
- ---------------------- Officer and Director (principal
Nicholas C. Bluhm executive officer)
/s/ Michael J. Ryan Vice President of Finance April 15, 1997
- ---------------------- (principal financial and
Michael J. Ryan accounting officer)
/s/ Ronald E. Eibensteiner Chairman and Director April 15, 1997
- --------------------------
Ronald E. Eibensteiner
/s/ Michael P. Corcoran Director April 17, 1997
- ------------------------
Michael P. Corcoran
/s/ Gregory H. Mohn Director April 15, 1997
- ----------------------
Gregory H. Mohn
/s/ George E. Smith Director April 15, 1997
- ---------------------
George E. Smith
/s/ Vin Weber Director April 16, 1997
- ---------------------
Vin Weber
- 2 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OneLink Communications, Inc.
Form S-8 Registration Statement
E X H I B I T I N D E X
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
April 23, 1997
OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to OneLink Communications, Inc. (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 1,500,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1994 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan and the increase in the
number of shares of Common Stock reserved for issuance
thereunder.
4. The Plan, as amended.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
<PAGE>
1. The Shares are validly authorized by the Company's Articles
of Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ John A. Grimstad
John A. Grimstad
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the OneLink Communications, Inc. 1994 Stock Option Plan
of our report dated February 18, 1997 with respect to the financial statements
of OneLink Communications, Inc. (formerly MarketLink, Inc.) for the year ended
December 31, 1996 included in its Annual Report (Form 10-KSB), filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 16, 1997
