<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MARCH 23, 2000
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ONELINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
MINNESOTA 41-1675041
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
10340 VIKING DRIVE, SUITE 150
EDEN PRAIRIE, MINNESOTA 55344
(952) 996-9000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
COPIES TO:
MR. PAUL F. LIDSKY NEIL P. AYOTTE, ESQ.
CHIEF EXECUTIVE OFFICER CHRISTOPHER J. MELSHA, ESQ.
ONELINK COMMUNICATIONS, INC. MASLON EDELMAN BORMAN & BRAND, LLP
10340 VIKING DRIVE, SUITE 150 3300 NORWEST CENTER
EDEN PRAIRIE, MINNESOTA 55344 MINNEAPOLIS, MINNESOTA 55402-4140
TELEPHONE: (952) 996-9000 TELEPHONE: (612) 672-8200
FACSIMILE: (952) 942-9424 FACSIMILE: (612) 672-8397
APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED DISTRIBUTION: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- -------------------- ------------------------ ------------------------- ------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
- ---------------------------- -------------------- ------------------------ ------------------------- ------------------
COMMON STOCK, PAR VALUE
$.01 PER SHARE 2,618,716 $5.03 $ 13,172,141.48 $ 3,477.45
- ---------------------------- -------------------- ------------------------ ------------------------- ------------------
</TABLE>
(1) Includes 35,830 shares of common stock issuable upon exercise of outstanding
option agreements and 146,000 shares issuable upon the exercise of certain
warrants. (2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 of the Securities Act based upon a $5.03 per
share average of high and low prices of the Registrant's common stock on the OTC
Bulletin Board on March 22, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL ____, 2000
SELLING STOCKHOLDER OFFERING PROSPECTUS
ONELINK COMMUNICATIONS, INC.
2,618,716 SHARES OF
COMMON STOCK
The 2,618,716 shares of common stock of OneLink Communications, Inc.
(the "Company") offered hereby on a resale basis by the selling shareholders
identified on pages 9-10 include (i) 2,000,000 shares which were issued in
connection with a recent private placement, (ii) 219,500 shares issued in
connection with the exercise of certain warrants, (iii) 217,386 shares issued
as consideration for the Company's acquisition of certain intellectual
property rights, (iv) 146,000 shares issuable upon the exercise (at a price
of $1.00 per share) of certain other warrants and (v) 35,830 shares issuable
upon the exercise of certain option agreements. We will receive no proceeds
from the sale of the common stock by the selling shareholders.
Our common stock is listed on the OTC Bulletin Board under the symbol
"ONEL." On March 22, 2000, the last sale price for the Common Stock as reported
on the OTC Bulletin Board was $4.875.
The shares offered by this prospectus involve a high degree of risk.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DESCRIPTION OF FACTORS WHICH SHOULD
BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SHARES OFFERED BY THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. A REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE, AND MAY BE CHANGED.
THIS PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY
ONELINK COMMUNICATIONS, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION. THE
SELLING SHAREHOLDERS CANNOT SELL THEIR SHARES UNTIL THAT REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SHARES OR THE
SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
The date of this Prospectus is April ___, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY.................................................... 3
RISK FACTORS.......................................................... 5
USE OF PROCEEDS....................................................... 8
SELLING SHAREHOLDERS.................................................. 9
PLAN OF DISTRIBUTION..................................................10
WHERE YOU CAN FIND MORE INFORMATION...................................12
NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................13
LEGAL MATTERS.........................................................13
EXPERTS...............................................................13
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES........................14
</TABLE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus. You must not rely on any information or representations not
contained in this prospectus, if given or made, as having been authorized by us.
This Prospectus is not an offer or solicitation in respect to these securities
in any jurisdiction in which such offer or solicitation would be unlawful. The
delivery of this prospectus shall not under any circumstances, create any
implication that there has been no change in our affairs or that the information
contained in this prospectus is correct as of any time subsequent to the date of
this prospectus. However, in the event of a material change, this Prospectus
will be amended or supplemented accordingly.
2
<PAGE>
PROSPECTUS SUMMARY
As used in this prospectus, the terms "Company," "we," "us" and "our"
refer to OneLink Communications, Inc.
THE COMPANY
OneLink Communications, Inc., a Minnesota corporation, was incorporated
in June 1990 under the name MarketLink, Inc. We are a leading provider of
Internet-delivered business intelligence services to the telecommunications
industry. We specialize in transforming raw telecommunications data into reports
containing information relating to telephone caller location, frequency of
calls, unanswered calls, busy calls, and so forth, for businesses. The
information generated in such reports, known as "business intelligence" in the
industry, enables the business users to make better informed and more accurate
decisions. We call our services TeleSmart Data Services. We market our TeleSmart
Data Services solutions to telecommunications providers, who in turn offer these
services to each of their customers as value-added enhancements to strengthen
customer relationships and increase customer satisfaction, loyalty and
retention.
TeleSmart Web is an online value-added service that uses the speed
and power of the Internet to deliver enhanced reporting. With TeleSmart Web,
carriers provide business customers access to TeleSmart Data Services via
the carrier's web site, significantly enhancing the need and frequency for
these customers to visit the carrier's web site. TeleSmart Web increases the
number of users within a business who can access the reports and provides
customizable "My Reports" for simplified viewing. For example, marketing
executives can customize their "My Reports" screen to display only those
reports demonstrating the success of a marketing campaign in a specified
region, while their colleague, the telecom manager, may choose to only view
busy signal and unanswered call reports.
Specifically created for our TeleSmart Data Services customers,
TeleSmart Software allows for the easy customization of enhanced call management
reports at the user's desktop. This capability gives TeleSmart customers the
opportunity to fine-tune the reports they receive to meet their specific
business intelligence needs.
Our executive offices are located at 10340 Viking Drive, Suite 150,
Eden Prairie, Minnesota 55344 and our telephone number is (952) 996-9000.
RECENT DEVELOPMENTS
In December 1999, we completed a private placement of 2 million shares
of our common stock, which resulted in gross proceeds of $3,500,000. We intend
to use the proceeds from this offering to develop and implement enhancements to
our TeleSmart Web product, as well as for designing additional Internet-related
products to complement TeleSmart Web.
On February 15, 2000, we entered into a 5-year extension of our
contract with U S West Communications, Inc., a leading broadband and
communications service provider. Under the terms of the agreement, U S West will
continue to provide TeleSmart services to its customers. Simultaneously with the
contract extension, U S West acquired 217,386 shares of our common stock in
exchange for our acquisition of U S West's rights to certain intellectual
property jointly developed between the parties.
3
<PAGE>
We have also recently entered into consulting agreements to implement
our TeleSmart Web Services with Bell Atlantic, Ameritech and a third
communications company. The purpose of such agreements is to develop plans to
enable those companies to offer our TeleSmart Data Services to their customers.
Accordingly, we hope to eventually enter into service agreements relating to our
TeleSmart Data Services with these three communications companies.
THE OFFERING
<TABLE>
<S> <C>
Common stock offered (1) . . . . . . . . . . . . . . . . 2,618,716 shares
Common stock outstanding
before the offering (2). . . . . . . . . . . . . . . . 9,693,404 shares
Common stock outstanding
after the offering. . . . . . . . . . .. . . . . . . . .9,875,234 shares
OTC symbol. . . . . . . . . . . . . . . .. . . . . . . . . ONEL
</TABLE>
(1) Represents (i) 2,000,000 shares which were issued in connection with a
private placement, (ii) 219,500 shares issued in connection with the
exercise of certain warrants, (iii) 217,386 shares issued as
consideration for the Company's acquisition of certain intellectual
property rights, (iv) 146,000 shares issuable upon the exercise (at
a price of $1.00 per share) of certain other warrants, and (v) 35,830
shares issuable upon the exercise of certain option agreements.
(2) Does not include shares of Common Stock that are (a) issuable upon
exercise of certain other warrants; or (b) reserved for issuance under
various stock option agreements, including those issued under the 1994
Stock Option Plan and those issued to certain officers and directors.
4
<PAGE>
RISK FACTORS
An investment in our common stock is very risky. You may lose the
entire amount of your investment. Prior to making an investment decision, you
should carefully review this entire Prospectus and consider the following risk
factors:
WE HAVE INCURRED LOSSES TO DATE AND IF OUR SALES DO NOT IMPROVE, WE MAY
NEED ADDITIONAL FINANCING IN ORDER TO CONTINUE OPERATIONS.
We incurred net losses of $1,528,390 in 1999 and $923,671 in 1998.
In the fourth quarter of fiscal year 1999, we raised $3.5 million of gross
proceeds through the sale of 2,000,000 shares of our common stock at $1.75
per share in part to accelerate the development of our products and fund
continuing operations. Our management believes that we have sufficient
working capital for the foreseeable future, assuming we are able to generate
sufficient revenues and control our expenses during fiscal year 2000. Failure
to either generate sufficient revenues or control expenses may have an
adverse impact on our ability to continue operations and require additional
capital. Should we need to seek additional capital there can be no assurance
that it will be available on terms acceptable to us, or even at all. In order
to obtain additional capital, we may have to issue equity securities at a
price or prices that would resulting dilution to our existing shareholders.
We are contemplating making significant additional investments aimed at
enhancing our business products during fiscal year 2000, which will require
additional capital in order to fund such investments. We will only proceed
with such investments, however, if our management first determines that we
can raise the additional capital needed to fund such investments on
acceptable terms.
WE ARE DEPENDENT UPON A VERY SMALL NUMBER OF CUSTOMERS FOR OUR
PRODUCTS.
During fiscal year 1999, our revenues from the TeleSmart Data
Services were largely dependent on two primary customers, U S West
Communications, Inc. and Cincinnati Bell Telephone, who in turn, provided our
services to hundreds of their customers. Revenues from U S West represented
52% of our 1999 revenues from continuing operations, and revenues from
Cincinnati Bell represented 36% of our 1999 revenues from continuing
operations. We recently have entered into consulting agreements with three
other communications companies whereby we are developing plans which will
enable such companies to offer our TeleSmart Data Services to their
customers. Our ability to survive is dependent on maintaining the revenue
from our two current customers, securing service agreements for TeleSmart
Data Services from the other communications companies with which we are
currently consulting, and gaining additional customers for our TeleSmart Data
Services.
OUR SUCCESS IS DEPENDENT ON A SMALL NUMBER OF PRODUCTS.
Our survival is almost entirely dependent on the success of our
TeleSmart Data Services, including our TeleSmart Web product. Thus, anything
negatively impacting such services, such as performance problems, technological
or regulatory changes, or the introduction of competing services, may have a
serious adverse impact on our business operations and may lead to our demise.
5
<PAGE>
TECHNOLOGICAL CHANGES MAY RENDER TELESMART DATA SERVICES OBSOLETE.
Technological changes in the telecommunications industry happen
rapidly. If we do not quickly and efficiently modify or enhance our TeleSmart
Data Services in response to these changes, TeleSmart may become obsolete.
OUR TELESMART WEB PRODUCT IS DEPENDENT UPON THE INTERNET.
The success of our TeleSmart Web product will depend in large part upon
the continued development and expansion of the Internet. The Internet has
experienced, and is expected to continue to experience, significant, geometric
growth in the number of users and the amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, the Internet
could lose its viability due to delays in the development or adoption of new
standards and protocols (for example, the next generation Internet Protocol) to
handle increased levels of Internet activity, or due to an increased
governmental regulation. There can be no assurance that the infrastructure or
complementary services necessary to make the Internet a viable commercial
marketplace will be developed, or, if developed, that the Internet will become a
viable commercial marketplace for services and products such as those we offer.
If the necessary infrastructure or complementary services or facilities are not
developed, or if the Internet does not become a viable commercial marketplace,
the success of our TeleSmart Web product will be adversely affected.
THERE IS A RISK THAT THE VALUE OF OUR INTELLECTUAL PROPERTY RIGHTS
COULD BE DIMINISHED BY IMPROPER USE BY OTHERS.
We rely on internally developed software and other technology to offer
our TeleSmart Data Services. We have applied for patents on the software and our
technology for formatting and mapping the origin of raw telecommunications data
but have not yet been granted them. We may not get these patents or even if we
do they may not sufficiently protect our rights in the technology. The patents
would not provide protection outside of the United States. Even if the patents
are granted, they may be challenged, and we may have to spend a significant
amount of money to defend them. Patent infringement litigation is common for
software and related technology. If we are accused, rightly or wrongly, of
violating another company's intellectual property rights, we may have to spend
significant amounts of money defending ourselves.
WE ARE DEPENDENT ON THE ONGOING SERVICES OF CERTAIN OF OUR EXECUTIVES,
THE LOSS OF WHICH COULD HAVE A DETRIMENTAL EFFECT ON OUR PROFITABILITY AND THE
MARKET PRICE OF OUR STOCK.
Our plan of business and our day-to-day operations rely heavily on the
knowledge and experience of our senior management, including Paul Lidsky, our
President and CEO, Greg Mohn, our Vice President of Business Development, and
Kirk Danzl, our Chief Technology Officer. The loss of any of them could
adversely affect the success of our operations and strategic plans and,
consequently, the market value of our common stock.
OUR POTENTIAL COMPETITORS MAY HAVE SIGNIFICANTLY MORE
FINANCIAL AND OTHER RESOURCES AVAILABLE.
6
<PAGE>
Although we are not aware of any current competitor that provides a
product or service materially similar to our TeleSmart Data or Web Services,
companies with significant financial resources, application development
expertise and telecommunications experience may offer a competing product in
the future.
AN INCREASE IN GOVERNMENT REGULATION MAY ADVERSELY IMPACT OUR
BUSINESS OPERATIONS.
Our operations are currently subject to limited regulation both on
the federal and state level by the Federal Communications Commission and
various state public utilities commissions. Although the regulatory trend in
the telecommunications area has been toward deregulation, there can be no
assurance that the current regulatory environment will continue, which change
could adversely impact our operations. Regulations may be adopted in the
future that restrict the use of telecommunications data.
AS A RESULT OF BEING DELISTED FROM NASDAQ, THERE IS ONLY A SMALL MARKET
FOR SHARES OF OUR COMMON STOCK.
On February 26, 1998, our common stock was delisted from the Nasdaq
SmallCap Market. Since that time, our common stock has been traded in the
non-Nasdaq over-the-counter market. Trading has been sporadic, and since there
is only a small market for our common stock, it may be difficult for you to sell
your shares.
Additionally, "penny stocks" are subject to special rules issued by the
Securities and Exchange Commission that regulate how an investor can purchase
the shares. Although there are exceptions to the rules for certain institutional
or high net worth individuals, usually, the broker must take the following
steps: (1) determine the suitability of the purchase for the particular
investor; (2) provide a first time investor in penny stocks with a document
disclosing the risks of investing in this type of stock; and (3) have the
purchase approved by a compliance officer of the brokerage firm. Because of the
time required to comply with these requirements it may be difficult for you to
sell an investment in OneLink. You may want to sell your shares of OneLink at a
time when you can show a profit, however, by the time a sale of your shares is
approved, the stock price may have declined to the point where you will have a
loss on your investment.
WE MAY NOT PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT YOUR ONLY
RETURN ON INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF OUR STOCK.
To date, we have not paid any cash dividends on our common stock, and
we do not intend to do so in the foreseeable future. Rather, we intend to use
any future earnings to fund our operations and the growth of our business.
Accordingly, the only return on an investment in our common stock will occur
upon its sale.
PURSUANT TO ITS AUTHORITY TO DESIGNATE AND ISSUE SHARES OF OUR STOCK AS
IT DEEMS APPROPRIATE, OUR BOARD OF DIRECTORS MAY ASSIGN RIGHTS AND PRIVILEGES TO
CURRENTLY UNDESIGNATED SHARES WHICH COULD ADVERSELY AFFECT YOUR RIGHTS AS A
COMMON SHAREHOLDER.
7
<PAGE>
Our authorized capital consists of 50,000,000 shares of capital stock,
40,000,000 of which have been designated as common stock. Our Board of
Directors, without any action by the shareholders, may designate and issue
shares in such classes or series (including classes or series of preferred
stock) as it deems appropriate and establish the rights, preferences and
privileges of such shares, including dividends, liquidation and voting rights.
We currently have 9,693,404 shares of common stock outstanding. As of March 20,
2000, a further 3,463,890 shares of common stock have been reserved as follows:
- 3,000,000 shares for issuance under our 1994 Stock Option Plan, of
which options relating to 2,101,577 shares are currently
outstanding; and
- 463,890 shares issuable upon the exercise of outstanding warrants.
The rights of holders of preferred stock and other classes of common stock that
may be issued could be superior to the rights of our common shareholders. Our
Board's ability to designate and issue such undesignated shares could impede or
deter an unsolicited tender offer or takeover proposal. Further, the issuance of
additional shares having preferential rights could adversely affect the voting
power and other rights of our common shareholders.
MINNESOTA LAW MAY INHIBIT OR DISCOURAGE TAKEOVERS, WHICH COULD REDUCE
THE MARKET VALUE OF OUR STOCK.
Being a corporation organized under Minnesota law, we are subject to
certain Minnesota statutes which regulate business combinations and restrict the
voting rights of certain persons acquiring shares of our stock. By impeding a
merger, consolidation, takeover or other business combination involving OneLink,
or discouraging a potential acquiror from making a tender offer or otherwise
attempting to obtain control of the Company, these regulations could adversely
affect the market value of our stock.
THE LIMITATIONS ON DIRECTOR LIABILITY CONTAINED IN OUR ARTICLES OF
INCORPORATION AND BYLAWS MAY DISCOURAGE SUITS AGAINST DIRECTORS FOR BREACH OF
FIDUCIARY DUTY.
As permitted by Minnesota law, our Articles of Incorporation and
Bylaws, each as amended, provide that members of our Board of Directors are
not personally liable to you or the Company for monetary damages resulting
from a breach of their fiduciary duties. These limitations on director
liability may discourage shareholders from suing directors for breach of
fiduciary duty and may reduce the likelihood of derivative litigation brought
against a director by shareholders on the Company's behalf. Furthermore, our
Bylaws, as amended, provide for mandatory indemnification of directors and
officers to the fullest extent permitted by Minnesota law. All of these
provisions limit the extent to which the threat of legal action against our
directors for any breach of their fiduciary duties will prevent such breach
from occurring in the first instance.
USE OF PROCEEDS
The Company received gross proceeds of $3,500,000 from the sale of
the shares in the recent private placement, nearly all of which has been
dedicated to developing enhancements to our products, as well as working
capital purposes. The Company will not receive any proceeds from the resale
of the shares by the selling shareholders.
8
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the number of shares of the common
stock owned by the selling shareholders as of March 17, 2000 and after giving
effect to this offering. We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
<TABLE>
<CAPTION>
Shares Percentage Number of Percentage
Beneficially Beneficial Shares Offered by Beneficial
Owned Before Ownership Selling Ownership After
Name Offering Before Offering Shareholder Offering
- ----------------------------------------- --------- --------------- ----------- -----------------
<S> <C> <C> <C> <C>
Potter Family Trust 100,000 1.0% 100,000 *
Dennis D. Anderson 30,000 * 30,000 *
Michael J. Anderson (1) 40,000 (2) * 22,000 *
Guarantee & Trust Co., trustee FBO
Larry A. Arnold IRA 100,000 1.0% 100,000 *
Robert S. Colman Trust u/d/t dated
3/13/85 400,000 (3) 4.1% 400,000 *
Harold W. Cottle 10,000 * 10,000 *
Kirk C. and Luann R. Danzl (4) 82,000 (5) * 6,000 *
Guy Michael Dart 43,000 * 43,000 *
Lindsay Dart 57,000 * 57,000 *
Joseph J. Eibensteiner 50,000 * 50,000 *
Fargo Investments, L.P. 917,000 (6) 9.5% 850,000 *
Virginia L. Ford 10,000 * 10,000 *
Paul V. and Patricia V. Hughes 10,000 * 10,000 *
William R. Kennedy 10,000 * 10,000 *
Laura M. Knutsen 10,000 * 10,000 *
Christine and Harlan Mohn 6,000 * 6,000 *
LeRoy S. and Timothy A. Murphy 5,000 * 5,000 *
Sarah Stoltze O'Brien 10,000 * 10,000 *
Joan E. and James G Peters, trustees
of Loan E. Peters LIV TR u/a dtd
7/25/96 15,000 * 15,000 *
Brent Robbins 50,000 * 50,000 *
Saw Island Partners 115,000 1.2% 115,000 *
Stanford Baratz Rev. Trust 6,000 * 6,000 *
Bruce J. Zwick 5,000 * 5,000 *
Edward E. Strickland 10,000 * 10,000 *
Talkot Crossover Fund 50,000 * 50,000 *
U.S. Bank N.A., trustee, Dorsey &
Whitney Master Trust FBO Thomas Moe 10,000 * 10,000 *
James S. Schmitt 10,000 * 10,000 *
West Country Partners 50,000 * 50,000 *
Scott Sundet 64,500 * 64,500 *
Wyncrest Capital (7) 1,338,000 (8) 13.8% 30,000 (9) 13.5%
Pyramid Partners, L.P. 635,000 6.6% 75,000 5.8%
Roland S. Christensen 20,390 (10) * 20,390 *
Anthony M. Kuefler 15,440 (11) * 15,440 *
U S West Communications, Inc. 217,386 2.2% 217,386 *
Wayne W. Mills 580,545 5.8% 80,545 (12) 5.2%
9
<PAGE>
Bruce Reichert 1,250 * 1,250 (12) *
Joseph Buska 4,350 * 4,350 (12) *
John Feltl 111,588 (13) 1.2% 45,255 (12) *
Patrick Sidders 4,000 * 4,000 (12) *
David Dalvey 3,000 * 3,000 (12) *
David Lantz 8,000 (14) * 3,000 (12) *
Tom Jamison 3,000 * 3,000 (12) *
Vicki Lynn Anderson 1,600 * 1,600 (12) *
</TABLE>
- ------------
*Less than 1%.
(1) Mr. Anderson is Director of Product Marketing of the Company.
(2) Includes 10,000 shares issuable upon the exercise (at a price of $1.75
per share) of a currently exercisable option.
(3) Includes 50,000 shares issued in connection with the exercise (at a price
of $1.75 per share) of a warrant issued January 26, 2000.
(4) Mr. Danzl is Chief Technology Officer of the Company.
(5) Includes 72,000 shares issuable upon the exercise (at a price of $1.00
per share) of currently exercisable options held Mr. Danzl.
(6) Includes 50,000 shares held by Bradford M. Freeman, the general partner
of Fargo Investments.
(7) Ronald E. Eibensteiner, the Company's Chairman of the Board, is president
of Wyncrest Capital.
(8) Includes 130,000 shares issuable upon the exercise of certain options and
warrants and 1,338,000 shares held by Mr. Eibensteiner, of which 108,000
are issuable upon the exercise of various warrants and options.
(9) Represents shares issued upon the exercise (at a price of $1.00 per
share) of a warrant.
(10) Represents (i) 10,000 shares issuable upon the exercise (at a price of
$2.00 per share) of an option agreement, and (ii) 10,390 shares issuable
upon the exercise (at a price of $1.00 per share) of an option agreement,
both of which agreements expire in August 2006.
(11) Represents (i) 10,000 shares issuable upon the exercise (at a price of
$2.00 per share) of an option agreement, and (ii) 5,440 shares issuable
upon the exercise (at a price of $1.00 per share) of an option agreement,
both of which agreements expire in August 2006.
(12) Represents shares issuable upon the exercise (at a price of $1.00 per
share) of a warrant issued in connection with the Company's 1997 private
placement.
(13) Includes 66,333 shares issuable upon the exercise (at a price of $4.20
per shares) of a warrant.
(14) Includes 5,000 shares issuable upon the exercise (at a price of $4.20
per shares) of a warrant.
PLAN OF DISTRIBUTION
Pursuant to the terms of the subscription agreements in connection with
our recent private placement, and various other agreements with and warrants
issued to the selling shareholders, we are registering the shares offered by
this prospectus in part on behalf of the selling shareholders. We agreed to file
a registration statement under the Securities Act of 1933, as amended (the
"Securities Act") covering resale by the selling shareholders and, with respect
to some of the selling shareholders. As used in this prospectus, the term
"selling shareholders" includes: Potter Family Trust; Dennis D. Anderson;
Michael J. Anderson; Guarantee & Trust Co., trustee FBO Larry A. Arnold IRA;
Robert S. Colman Trust u/d/t dated 3/13/85; Harold W. Cottle; Kirk C. and Luann
R. Danzl; Guy Michael Dart; Lindsay Dart; Joseph J. Eibensteiner; Fargo
Investments, L.P.; Virginia L. Ford; Paul V. and Patricia V. Hughes; William R.
Kennedy; Laura M. Knutsen; Christine and Harlan Mohn; LeRoy S. and Timothy A.
Murphy; Sarah Stoltze O'Brien; Joan E. and James G Peters, trustees of Loan E.
Peters LIV TR u/a dtd 7/25/96; Brent Robbins; Saw Island Partners; Bruce J.
Zwick; Edward E. Strickland; Talkot Crossover Fund;
10
<PAGE>
U.S. Bank N.A., trustee, Dorsey & Whitney Master Trust FBO Thomas Moe; James
S. Schmitt; West Country Partners; Scott Sundet; U S West Communications,
Inc.; Wyncrest Capital; Pyramid Partners, LP; Roland S. Christensen; Anthony
M. Kuefler; Wayne W. Mills; Bruce Reichert; Joseph Buska; John Feltl; Patrick
Sidders; David Dalvey; David Lantz; Tom Jamison; Vicki Lynn Anderson; and
each of their respective donees, pledgees, transferees and other successors
in interest selling shares received from a selling shareholder after the date
of this prospectus. We will pay all costs and expenses in connection with the
preparation of this prospectus and the registration of the shares offered by
it. Any brokerage commissions and similar selling expenses attributable to
the sale of shares will be borne by the selling shareholders. Sales of shares
may be effected by the selling shareholders at various times in one or more
types of transactions (which may include block transactions) on the
over-the-counter market, in negotiated transactions, through put or call
options transactions relating to the shares, through short sales of shares,
or a combination of such methods of sale at market prices prevailing at the
time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers. The selling shareholders have advised us that
they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of the shares, nor
is there an underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling shareholders.
We have agreed to indemnify the selling shareholders and their
officers, directors, employees and agents, and each person who controls any
selling shareholder, in certain circumstances against certain liabilities,
including liabilities arising under the Securities Act. Each selling
shareholder has agreed to indemnify the Company and its directors and
officers in certain circumstances against certain liabilities, including
liabilities arising under the Securities Act.
The selling shareholders and any broker-dealers that act in
connection with the sale of securities might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any
commissions received by such broker-dealers and any profit on the resale of
the securities sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act.
Because selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended, may apply to their sales in the market.
Selling shareholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities
Act, provided they meet the criteria and conform to the requirements of that
Rule.
MINNESOTA ANTI-TAKEOVER LAW
We are governed by the provisions of Sections 302A.671 and 302A.673
of the Minnesota Business Corporation Act. In general, Section 302A.671
provides that the shares of a corporation acquired in a "control share
acquisition" have no voting rights unless voting rights are approved in a
prescribed manner. A "control share acquisition" is an acquisition, directly
or indirectly, of beneficial ownership of shares that would, when added to
all other shares beneficially owned by the acquiring person, entitle the
acquiring person to have voting power of
11
<PAGE>
20% or more in the election of directors. In general, Section 302A.673
prohibits a publicly-held Minnesota corporation from engaging in a "business
combination" with an "interested shareholder" for a period of four years
after the date of transaction in which the person became an interested
shareholder, unless the business combination is approved in a prescribed
manner. "Business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the interested shareholder.
An "interested shareholder" is a person who is the beneficial owner, directly
or indirectly, or 10% or more of the corporation's voting stock or who is an
affiliate or associate of the corporation and at any time within four years
prior to the date in question was the beneficial owner, directly or
indirectly, of 10% or more of the corporation's voting stock.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the
Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly, and special reports, proxy statements
and other information with the Commission. You can inspect and copy this
information at the Public Reference Facility maintained by the Commission at
Judiciary Plaza, 450 5th Street, N.W., Room 1024, Washington, D.C. 20549. You
can also do so at the following regional offices of the Commission:
(1) New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048.
(2) Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661.
You can receive additional information about the operation of the
Commission's Public Reference Facilities by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements
and other information regarding companies that, like us, file information
electronically with the Commission.
The Commission allows us to "incorporate by reference" information
that has been filed with it, which means that we can disclose important
information to you by referring you to the other information we have filed
with the Commission. The information that we incorporate by reference is
considered to be part of this prospectus, and related information that we
file with the Commission will automatically update and supersede information
we have included in this prospectus. We also incorporate by reference any
future filings we make with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until the selling
shareholders sell all of their shares or until the registration rights of the
selling shareholders expire. This prospectus is part of a registration
statement that we filed with the Commission (Registration No. 333-______).
The following are specifically incorporated herein by reference:
1. Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999; and
2. The description of common stock included under the caption
"Description of Capital Stock" in the Company's registration
statement on Form S-2, File No.
12
<PAGE>
333-76703, filed April 21, 1999, including any amendments or
reports filed for the purpose of updating such description.
You can request a free copy of the above filings or any filings
subsequently incorporated by reference into this prospectus by writing or
calling us at the following address:
OneLink Communications, Inc.
Attention: Paul F. Lidsky, Chief Executive Officer
10340 Viking Drive, Suite 150
Eden Prairie, Minnesota 55344
(952) 996-9000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or amendment to this
prospectus. We have not authorized anyone else to provide you with different
information or additional information. Selling shareholders will not make an
offer of our common stock in any state where the offer is not permitted. You
should not assume that the information in this prospectus, or any supplement
or amendment to this prospectus, is accurate at any date other than the date
indicated on the cover page of such documents.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus and in the documents
incorporated by reference in this prospectus are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates,"
"may," "will" or similar terms. Forward-looking statements also include
projections of financial performance, statements regarding management's plans
and objectives and statements concerning any assumption relating to the
foregoing. Important factors regarding OneLink Communications, Inc.'s
business, operations and competitive environment which may cause actual
results to vary materially from these forward-looking statements are
discussed under the caption "Risk Factors."
LEGAL MATTERS
Legal matters in connection with the validity of the shares offered
by this Prospectus will be passed upon for the Company by Maslon Edelman
Borman & Brand, LLP, Minneapolis, Minnesota.
EXPERTS
The consolidated financial statements of OneLink Communications,
Inc. as of December 31, 1999, and December 31, 1998, for the years then ended
incorporated by reference in this prospectus and elsewhere in the
registration statement of which this prospectus is a part have been audited
by Lund Koehler Cox & Arkema, LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in giving said report.
13
<PAGE>
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Lund Koehler Cox & Arkema, LLP, would have caused Lund
Koehler Cox & Arkema, LLP to make reference to the subject matter of the
disagreements in its report.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Minnesota Statutes Section 302A.521 provides that a corporation
shall indemnify any person made or threatened to be made a party to any
proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against such person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 302A.255, if applicable, has been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and in the case of acts or omissions by persons in their official
capacity for the corporation, reasonably believed that the conduct was in the
best interests of the corporation, or in the case of acts or omissions by
persons in their capacity for other organizations, reasonably believed that
the conduct was not opposed to the best interests of the corporation.
Subdivision 4 of Section 302A.521 of the Minnesota Statutes provides that a
corporation's articles of incorporation or bylaws may prohibit such
indemnification or place limits upon the same. The Company's articles and
bylaws do not include any such prohibition or limitation. As a result, the
Company is bound by the indemnification provisions set forth in Section
302A.521 of the Minnesota Statutes. As permitted by Section 302A.521 of the
Minnesota Statutes, the Articles of Incorporation of the Company provide that
a director shall, to the fullest extent permitted by law, have no personal
liability to the Company and its shareholders for breach of fiduciary duty as
a director.
To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
14
<PAGE>
2,618,716 SHARES
ONELINK COMMUNICATIONS, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
APRIL ___, 2000
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution
of the securities registered hereby are set forth in the following table:
<TABLE>
<S> <C>
SEC registration fee ....................................... $3,670
Legal fees and expenses .................................... 20,000
Accounting fees and expenses ............................... 5,000
Miscellaneous ............................................. 500
-------
Total $29,170
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by Minnesota Statutes Chapter 302A.
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to any proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 302A.255, if applicable, has been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and in the case of acts or omissions by persons in their official
capacity for the corporation, reasonably believed that the conduct was in the
best interests of the corporation, or in the case of acts or omissions by
persons in their capacity for other organizations, reasonably believed that
the conduct was not opposed to the best interests of the corporation.
Subdivision 4 of Section 302A.521 of the Minnesota Statutes provides that a
company's articles of incorporation or bylaws may prohibit such
indemnification or place limits upon the same. The Company's articles and
bylaws do not include any such prohibition or Limitation. As a result, the
Company is bound by the indemnification provisions set forth in Section
302A.521 of the Minnesota Statutes.
As permitted by Section 302A.521 of the Minnesota Statutes, the
Articles of Incorporation of the Company provide that a director shall have
no personal liability to the Company and its shareholders for breach of his
fiduciary duty as a director, to the fullest extent permitted by law.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
5 Opinion of Maslon Edelman Borman & Brand, LLP
23.1 Consent of Lund Koehler Cox & Arkema, LLP
23.2 Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5).
16
<PAGE>
24 Power of Attorney (included on page II-3).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Eden
Prairie, State of Minnesota, on March 22, 2000.
OneLink Communications, Inc., Registrant
By /s/ Paul F. Lidsky
-------------------------------------
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints Paul F. Lidsky and Ronald E.
Eibensteiner, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
or her behalf individually and in the capacity stated below and to perform
any acts necessary to be done in order to file all amendments to this
Registration Statement and any and all instruments or documents filed as part
of or in connection with this Registration Statement or the amendments
thereto and each of the undersigned does hereby ratify and confirm all that
said attorney-in-fact and agent, or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Ronald E. Eibensteiner Chairman of the Board March 22, 2000
- --------------------------
Ronald E. Eibensteiner
/s/ Paul F. Lidsky Chief Executive Officer and March 22, 2000
- ------------------------- Director (Principal Executive
Paul F. Lidsky Officer and Principal Financial
Officer)
/s/ Kirk C. Danzl Chief Technology Officer March 22, 2000
- -------------------------
Kirk C. Danzl
/s/ Gregory Mohn Vice President of March 22, 2000
- ------------------------- Business Development
Gregory Mohn
/s/ Brenda Groff Controller March 22, 2000
- -------------------------
Brenda Groff
/s/ Vin Weber Director March 22, 2000
- -------------------------
Vin Weber
Director March 22, 2000
- -------------------------
John F. Stapleton
/s/ Thomas M. Kieffer Director March 22, 2000
- -------------------------
Thomas M. Kieffer
</TABLE>
18
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Document Page No.
------- ------------------------ --------
<S> <C> <C>
5 Opinion of Maslon Edelman Borman & Brand, LLP 20
23.1 Consent of Lund Koehler Cox & Arkema, LLP 21
</TABLE>
19
<PAGE>
EXHIBIT 5
March 23, 2000
OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted on behalf of OneLink Communications, Inc. (the "Company")
in connection with a Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on March 23, 2000 relating to the registration under the Securities
Act of 1933, as amended, of 2,618,716 shares of common stock, par value $.01 per
share (the "Shares") issuable by the Company as follows: (a) 2,000,000 Shares
issued in connection with a recent private placement; (b) 219,500 Shares issued
in connection with the exercise of certain warrants, (c) 217,386 Shares issued
in consideration for the Company's acquisition of certain intellectual property
rights, (d) 146,000 Shares issuable upon the exercise (at a price of $1.00 per
share) of certain other warrants and (e) 35,830 Shares issuable upon the
exercise of certain option agreements
Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Minnesota.
2. The Shares have been duly authorized and, when issued as
described in the registration statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand, LLP
20
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 9, 2000 included in OneLink Communications, Inc.'s Form 10-KSB for the
year ended December 31, 1999, and to all references to our firm included in this
Registration Statement.
LUND KOEHLER COX & ARKEMA, LLP
Minneapolis, Minnesota
March 23, 2000
