UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
OneLink Communications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
682676 10 1
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(CUSIP Number)
Ronald E. Eibensteiner
801 Nicollet Mall, Suite 1860
Minneapolis, Minnesota 55402
(612) 338-8948
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 15, 1997
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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. [ ]
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 7 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 682676 10 1 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald E. Eibensteiner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK 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
USA
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NUMBER OF 7 SOLE VOTING POWER 1,388,000 (Includes 880,000
SHARES shares which may be acquired upon exercise of
BENEFICIALLY currently exercisable options and warrants)
OWNED BY
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EACH 8 SHARED VOTING POWER 0
REPORTING
PERSON
WITH
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9 SOLE DISPOSITIVE POWER 1,388,000 (Includes 880,000
shares which may be acquired upon exercise of
currently exercisable options and warrants)
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,388,000 (Includes 880,000 shares which may be acquired upon
exercise of currently exercisable options and warrants)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
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CUSIP No. 682676 10 1 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wyncrest Capital, Inc.
IRS I.D. No. 41-1763752
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK 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
Minnesota
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NUMBER OF 7 SOLE VOTING POWER 530,000 (Includes 130,000 shares
SHARES which may be acquired upon exercise of currently
BENEFICIALLY exercisable warrants)
OWNED BY
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EACH 8 SHARED VOTING POWER 0
REPORTING
PERSON
WITH
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9 SOLE DISPOSITIVE POWER 530,000 (Includes 130,000
shares which may be acquired upon exercise of
currently exercisable warrants)
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,000
(Includes 130,000 shares which may be acquired upon exercise of currently
exercisable warrants)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 3 of 7
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Item 1. Security and Issuer.
This filing relates to Common Stock, $.01 par value, of OneLink
Communications, Inc. (the "Company"), 10340 Viking Drive, Eden
Prairie, Minnesota 55344.
Item 2. Identity and Background.
Persons Filing:
(a-1) Name: Ronald E. Eibensteiner
(a-2)Business Address: Wyncrest Capital, Inc., 801 Nicollet Mall,
Suite 1860, Minneapolis, MN 55402
(a-3)Principal Occupation: Independent private investor. Mr.
Eibensteiner is also Chairman of the Board of the Company.
(a-4)Mr.Eibensteiner has not, during the last five years, been
convicted in a criminal proceeding.
(a-5)Mr. Eibensteiner was not, during the last five years, a party to
any civil proceeding as a result of which he 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.
(b-1) Name: Wyncrest Capital, Inc. ("Wyncrest")
(b-2) State of Incorporation: Minnesota
(b-3)Principal Business and Address: Private Investment Firm: 801
Nicollet Mall, Suite 1860, Minneapolis, MN 55402
(b-4)Wyncrest has not, during the last five years, been convicted in
a criminal proceeding.
(b-5)Wyncrest was not, during the last five years, a party to any
civil proceeding as a result of which it 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.
Page 4 of 7
<PAGE>
Executive Officers, Directors and Controlling Persons of Wyncrest:
(c-1) Names: Ronald E. Eibensteiner
(c-2)Business Addresses: The business address for Ronald E.
Eibensteiner is set forth in (a-2) above.
(c-3)Principal Occupations: Ronald E. Eibensteiner is an independent
private investor.
(c-4)No executive officer, director or controlling person of Wyncrest
listed above was, during the last five years, convicted in a
criminal proceeding.
(c-5)No executive officer, director or controlling person of Wyncrest
listed above was, during the last five years, a party to any
civil proceeding as a result of which he 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.
(c-6)Citizenship: All executive officers, directors and controlling
persons of Wyncrest are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On September 17, 1997, Mr. Eibensteiner acquired two Units (each Unit
consisting of 50,000 shares of Common Stock and a warrant to purchase
50,000 shares of Common Stock) in the Company's private placement at a
purchase price of $50,000 per Unit. Personal funds were used for such
acquisition.
On September 17, 1997, Wyncrest acquired two Units in the Company's
private placement in consideration of conversion of a promissory note
in the principal amount of $100,000. The promissory note was initially
acquired in May 1997 using working capital of Wyncrest.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Company for
investment purposes.
Page 5 of 7
<PAGE>
Item 5. Interest in Securities of the Issuer.
Mr. Eibensteiner beneficially owns 1,338,000 shares of the Company's
Common Stock, representing 23.6% of the shares of Common Stock which
would be outstanding assuming exercise of all options and warrants
held by Mr. Eibensteiner and Wyncrest, consisting of 108,000 shares
and currently exercisable options and warrants to purchase 750,000
shares held direct and 400,000 shares and currently exercisable
warrants to purchase 130,000 shares held by Wyncrest. Wyncrest
beneficially owns 530,000 shares of the Company's Common Stock,
representing 10.3% of the shares of Common Stock which would be
outstanding assuming exercise of all warrants held by Wyncrest. Mr.
Eibensteiner has sole voting and investment power over the shares
owned by him and, by virtue of his control of Wyncrest, has sole
voting and investment power over the shares owned by Wyncrest.
On May 14, 1998, Mr. Eibensteiner acquired, in a private transaction
for no consideration, a warrant to purchase 500,000 shares of the
Company's Common Stock at an exercise price of $1.50.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
SIGNATURE
Afterreasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 22, 1998
/s/ Ronald E. Eibensteiner
Ronald E. Eibensteiner
WYNCREST CAPITAL, INC.
By /s/ Ronald E. Eibensteiner
Its President
Page 6 of 7
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree and consent to the filing of a joint
Schedule 13D pursuant to the Securities Exchange Act of 1934 on behalf of each
of the undersigned. The parties hereto agree that the information in such
Schedule 13D is true and correct as to each of them.
/s/ Ronald E. Eibensteiner
Ronald E. Eibensteiner
WYNCREST CAPITAL, INC.
By /s/ Ronald E. Eibensteiner
Its President
