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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
CABLE LINK, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
126852102
(CUSIP Number)
Russell S. Berman, Esq.
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036
(212) 479-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 7, 2000
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Page 1 of 8)
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*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 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).
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SCHEDULE 13D
CUSIP NO. 126852102 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A NOVO AMERICAS LLC
13-4128300
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(c) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,040,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 704,250
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,040,666
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,744,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.1%
14 TYPE OF REPORTING PERSON*
OO
*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.
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Page 3 of 8
Item 1. Security and Issuer.
This statement relates to the common stock, no par value ("Common
Stock"), of Cable Link, Inc. (the "Issuer"). The address of the Issuer's
principal executive offices is 280 Cozzins Street, Columbus, Ohio 43215.
Item 2. Identity and Background.
(a) This statement is filed by A Novo Americas LLC, ( "A Novo"), a
Delaware limited liability company. The activities of A Novo are governed by
the vote of its managers. The managers of A Novo are Daniel Auzan, Pierre
Brodeur, Louis Brunel, Andre Kudelski and Henri Triebel. The principal member
of A Novo, is A Novo S.A., a French Societe anonyme ("AN France"), whose
securities are listed on the Paris Stock Exchange "Nouveau Marche." The
directors of AN France are Vincent Caprarese, Jean-Francois Albert Dermagne,
Daniel Thieriet and Henri Triebel. The members of AN France's Supervisory Board
are Daniel Auzan and Emanuele Ugolini.
(b) The addresses of the managers of A Novo are as follows:
Name Address
Daniel Auzan 16 rue Joseph Cugnot - Z.I. de Bracheux
60000 Beauvais
France
Pierre Brodeur 2060 de Regence
St. Bruno J3V 4B6 Canada
Louis Brunel 20 Terasse Page
Ile Bizard
Quebec H9E 1N7, Canada
Andre Kudelski Route de Geneve 22, 1033
Cheseaux Switzerland
Henri Triebel 16 rue Joseph Cugnot - Z.I. de Bracheux
60000 Beauvais
France
The address of A Novo is 20 Terasse Page, Ile Bizard, Quebec
H9E 1N7, Canada. The address of AN France, its directors and members of its
Supervisory Board is 16 rue Joseph Cugnot - Z.I. de Bracheux, 60000 Beauvais,
France.
(c) A Novo engages in no active business other than acting as a holding
company with respect to the shares of the Issuer's Common Stock.
AN France uses its own technologically advanced facilities and
processing know-how to diagnose, upgrade, recondition and repair large
quantities of high-tech electronic
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equipment for payment terminals and for video communications, telecommunications
and information technology applications. Its services are marketed chiefly to
systems operators and equipment manufacturers who have recurring high-volume
equipment maintenance requirements.
Mr. Auzan is the President of the Supervisory Board of
AN France.
Mr. Brodeur is the President and Chief Executive Officer of
Sico Inc., a Canadian manufacturer of architectural paints and industrial
coatings intended for consumers, professional painters and manufacturing
companies. The address of Sico Inc. is 2505 de la Metropole, Longueuil, Quebec,
J4G 1E5 Canada.
Mr. Brunel is the President and Chief Executive Officer of the
Issuer, whose address is provided in Item 1 above.
Mr. Kudelski is a principal of Kudelski S.A., a holding
company of several subsidiaries transacting business under the name Nagra (or a
variation thereof), offering products and services ranging from pay television
systems to audio tape recorders. The address of Kudelski S.A. is Route de
Geneve 22, 1033 Cheseaux, Switzerland.
Mr. Triebel is the Director General of AN France.
(d)-(e) During the last five years, none of the individuals or entities
identified in this Item 2 has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, 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.
(f) Messrs. Brunel and Brodeur are Canadian citizens. Messrs.
Auzan, Caprarese, Dermagne, Thieriet, Triebel and Ugolini are French citizens.
Mr. Kudelski is a Swiss citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Investment Agreement (the "Investment
Agreement") dated as of August 4, 2000 (which was executed and became effective
on August 7, 2000) between the Issuer and A Novo, A Novo, in a private
placement, purchased 3,040,666 shares of Common Stock for cash consideration
of $12,000,000. The source of the funds used to purchase such shares of Common
Stock was A Novo's capital contributed to it by its members.
Item 4. Purpose of Transaction.
The shares of Common Stock were acquired by A Novo as an
active investment and to provide it with control of the Issuer. Pursuant to the
Investment Agreement, on August 7, 2000, all of the directors of the Issuer
other than Bob Binsky resigned, and Daniel Auzan, Pierre Brodeur, Louis Brunel,
Andre Kudelski and Henri Triebel (all of whom are managers of A Novo) were
appointed to the Issuer's board of directors. Mr. Auzan was elected Chairman of
the Board of Directors.
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In connection with these transactions, Mr. Brunel was also
appointed President and Chief Executive Officer of the Issuer, and Bob Binsky
relinquished his position as Chairman and Chief Executive Officer of the Issuer.
Mr. Binsky has been retained by the Issuer as its Chief Development Officer
under a five-year employment contract.
Pursuant to the Investment Agreement, if after completion of
an audit it is determined that the 3,040,666 shares issued to A Novo exceed 51%
of the "Fully Diluted Shares" (as described in the Investment Agreement and
explained below), A Novo will return the excess shares to the Issuer.
Conversely, if the audit determines that the Fully Diluted Shares exceed the
Shares issued to A Novo, the Issuer will issue to A Novo a corresponding number
of additional shares of Common Stock. The Fully Diluted Shares is equal to the
sum of (i) the number of shares of Common Stock outstanding on the date of the
Investment Agreement, (ii) the number of additional shares of Common Stock that
would be outstanding if all options, warrants and other rights to acquire Common
Stock outstanding on the date of the Investment Agreement were exercised, (iii)
the Shares and (iv) a number of shares equal to 5% of the Fully Diluted Shares.
In connection with the Investment Agreement, A Novo, Mr.
Binsky and the Issuer entered into a Shareholders Agreement dated as of August
4, 2000 (the "Shareholders Agreement"), pursuant to which, among other things,
Mr. Binsky agreed that, upon A Novo's request, he will vote all shares of Common
Stock held by him in the same manner as A Novo votes its shares of Common Stock,
and, consistent with A Novo's request, will cause his shares of Common Stock (a)
to be present and represented at, or absent from, any regular or special meeting
of the Issuer's shareholders, (b) to be voted or not voted at any such meeting
in favor of or against any proposal submitted to a vote of shareholders, and (c)
to be voted or not voted by written consent in favor of any action of
shareholders to be effected by written consent.
Under the Shareholders Agreement, A Novo agreed to use its
best efforts to cause Mr. Binsky to be included in management's slate of
nominees for election as a director of the Issuer (and vote all shares of Common
Stock held by A Novo in favor of his election as a director), for so long as Mr.
Binsky is employed by the Issuer and owns 5% of the shares of Common Stock on a
fully-diluted basis.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the transactions described above, A Novo may be
deemed to be the beneficial owner of 3,744,916 shares of Common Stock,
representing approximately 71.1% of the issued and outstanding shares of the
Issuer's Common Stock, which represents (A) 3,040,666 shares of Common Stock
owned directly by A Novo and (B) 704,250 shares of Common Stock owned by Bob
Binsky, which shares, pursuant to the Shareholders Agreement, must be voted by
Mr. Binsky as directed by A Novo. The 704,250 shares of Common Stock owned by
Mr. Binsky include 520,680 shares of Common Stock that are the subject of
currently exercisable options and warrants.
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AN France, as the principal member of A Novo, may be deemed to
be the beneficial owner of the shares of the Issuer's Common Stock beneficially
owned by A Novo, although AN France disclaims beneficial ownership of such
shares.
(b) A Novo has sole voting and dispositive powers with respect to the
3,040,666 shares of Common Stock owned by it and possesses shared voting powers
with respect to the 704,250 shares of Common Stock owned by Bob Binsky. AN
France, as the principal member of A Novo, may be deemed to indirectly possess
(i) shared voting and dispositive powers with respect to the shares of Common
Stock held by A Novo and (ii) shared voting powers with respect to the shares of
Common Stock held by Mr. Binsky.
(c) The only transactions with respect to the Common Stock effected by
the persons and entities identified in Item 1 above within the past 60 days was
the purchase by A Novo from the Issuer of 3,040,666 shares of Common Stock for
$12,000,000 on August 7, 2000 pursuant to the Investment Agreement.
(d) No person other than A Novo has the right to receive or direct the
receipt of dividends or sales proceeds of the Common Stock owned or sold by A
Novo.
(e) Not applicable.
Item 6. Contracts Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described more fully in Item 4 above, A Novo purchased the Common
Stock pursuant to the Investment Agreement and entered into a Shareholders
Agreement with Bob Binsky and the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Investment Agreement dated as of August 4, 2000 between A Novo Americas
LLC and Cable Link, Inc. (incorporated by reference to Exhibit 10.1 to
Issuer's Form 10-QSB for the period ended June 30, 2000, filed with the
Securities and Exchange Commission on August 14, 2000).
2. Shareholders Agreement dated as of August 4, 2000 between Bob Binsky, A
Novo Americas LLC and Cable Link, Inc. (incorporated by reference to
Exhibit 10.2 to Issuer's Form 10-QSB for the period ended June 30,
2000, filed with the Securities and Exchange Commission on August 14,
2000).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 16, 2000 A NOVO AMERICAS L.L.C.
By: /s/ Louis Brunel
Name: Louis Brunel
Title: Manager
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EXHIBIT INDEX
1. Investment Agreement dated as of August 4, 2000 between A Novo Americas
LLC and Cable Link, Inc. (incorporated by reference to Exhibit 10.1 to
Issuer's Form 10-QSB for the quarterly period ended June 30, 2000,
filed with the Securities and Exchange Commission on August 14, 2000).
2 Shareholders Agreement dated as of August 4, 2000 between Bob Binsky, A
Novo Americas LLC and Cable Link, Inc. (incorporated by reference to
Exhibit 10.2 to Issuer's Form 10-QSB for the quarterly period ended
June 30, 2000, filed with the Securities and Exchange Commission on
August 14, 2000).
