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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GLOBALINK, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
37936V 102
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
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Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
April 23, 1998
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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 that 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 5 Pages
SEC 1746 (10-97)
<PAGE>
SCHEDULE 13D
CUSIP No. 37936V 102 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David S. Nagelberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO - See Item 3
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5 CHECK BOX 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
United States
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7 SOLE VOTING POWER
656,214 Shares
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 656,214 Shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,214 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 37936V 102 Page 3 of 5 Pages
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.01 par value ("Common Stock"), of Globalink, Inc. ("Issuer"), a
Delaware corporation, whose principal executive offices are located at 9302 Lee
Highway, 12th Floor, Fairfax, Virginia 22031.
The percentage of beneficial ownership reflected in this Statement is based
upon 9,173,749 shares of Common Stock outstanding on May 4, 1998, which number
has been obtained directly from the Issuer.
Item 2. Identity and Background
(a) Name: This statement is filed on behalf of David S. Nagelberg
("Nagelberg").
(b) Business Address: Nagelberg has a business address of c/o M.H. Meyerson
& Co., Inc., Newport Office Tower, 34th Floor, 525 Washington Boulevard, Jersey
City, New Jersey 07310.
(c) Principal Business: Nagelberg is principally engaged in the investment
banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment
banking firm with its offices at Newport Office Tower, 34th Floor, 525
Washington Boulevard, Jersey City, New Jersey 07310.
(d) Convictions: During the last five years, Nagelberg has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Regulatory Proceedings: During the last five years, Nagelberg has not
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or final order against
him enjoining him from engaging in 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) Citizenship: Nagelberg is a citizen of the United States.
Item 3. Source and Amounts of Funds or Other Consideration
Unchanged.
Item 4. Purpose of Transactions
Unchanged.
<PAGE>
CUSIP No. 37936V 102 Page 4 of 5 Pages
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Item 5. Interest in Securities of the Issuer
(a) Nagelberg directly owns and holds in his individual account 104,850
shares of Common Stock, and 200,000 units ("Units") purchased from the Issuer in
a private offering ("Private Offering"), each Unit consisting of one share of
Common Stock and one Warrant ("Warrant"). Each Warrant entitles its holder to
purchase one share of Common Stock until October 19, 2002, at an exercise price
of $1.75. Nagelberg is deemed to beneficially own the 200,000 shares of Common
Stock underlying the Warrants because the Warrants are currently exercisable.
Nagelberg also directly owns and holds in his individual account 18,182 Unit
Purchase Options ("UPOs"), which are exercisable at $1.51 per Unit until October
19, 2002. Nagelberg is deemed to beneficially own the 18,182 shares of Common
Stock underlying the Units and the 18,182 shares of Common Stock underlying the
Warrants included in the Units since the UPOs and Warrants included in the UPOs
are both immediately exercisable. Additionally, Nagelberg serves as custodian
for four custodial accounts ("Custodial Accounts") opened by Nagelberg for the
benefit of his children. Nagelberg may be deemed to beneficially own the
aggregate of 115,000 shares of Common Stock held in the Custodial Accounts.
Accordingly, Nagelberg may be deemed to beneficially own 656,214 shares of
Issuer's Common Stock, or approximately 7.0% of the outstanding shares of Common
Stock.
(b) Nagelberg has sole voting and dispositive power over all of the 656,214
shares of Issuer's Common Stock beneficially owned by him.
(c) Nagelberg effected the following dispositions of Common Stock held in
his Individual Retirement Account during the past 60 days:
Date # Shares Sold Sales Price ($)
- -------- ------------- ---------------
3/2/98 27,600 2.388
3/3/98 7,400 2.441
Nagelberg effected the following dispositions of Common Stock held in his
individual account during the past 60 days:
Date # Shares Sold Sales Price ($)
- -------- -------------- ---------------
3/3/98 12,050 2.441
3/23/98 85,300 2.244
3/26/98 25,000 2.225
3/30/98 10,000 2.250
4/2/98 12,650 2.250
4/23/98 20,150 3.397
<PAGE>
CUSIP No. 37936V 102 Page 5 of 5 Pages
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer
Unchanged.
Item 7. Material to be Filed as Exhibits
Unchanged.
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: May ____, 1998
/s/ David S. Nagelberg
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David S. Nagelberg
