OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: August 31, 1999
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per form ....14.90
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GLOBALINK, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
37936V 102
- -------------------------------------------------------------------------------
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
- -------------------------------------------------------------------------------
Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
November 5, 1997
- -------------------------------------------------------------------------------
(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
- ------------------------ -----------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald I. Heller
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO - See Item 3
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
436,364 Shares
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 220,000 Shares
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 436,364 Shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
220,000 Shares
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,364 Shares
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 37936V 102 Page 3 of 5 Pages
- -------------------------- ---------------------
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 Ronald I. Heller ("Heller").
(b) Business Address: Heller 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: Heller 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, Heller has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Regulatory Proceedings: During the last five years, Heller 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, except that Heller consented to certain
findings by the Market Surveillance Committee ("MSC") of the National
Association of Securities Dealers ("NASD"). Specifically, effective January 17,
1994, Heller consented to findings that R.H. Damon & Co., Inc. ("RHD"), an
investment banking firm of which Heller was a principal, distributed shares of
Star Classic, Inc. in violation of certain NASD rules at a time when RHD acted
as one of that public company's common stock's numerous market makers. While it
was noted that such violations occurred without scienter on Heller's part and
that the transactions in question were made in a negotiated, large block
transaction accomplished through the over-the-counter market at prices believed
by RHD to be the then current market prices, the MSC stated that RHD was
negligent to make such transactions without first withdrawing from market making
activities for the requisite period of time. It was also found that certain of
RHD's compliance procedures were inadequate and, although Heller had passed the
Series 24 principal's examination, for a period of time before passing such
examination, he served as the principal supervising RHD's trading. Heller
consented to a $20,000 fine, a two-week suspension from association with an NASD
member firm in any capacity and a two-month suspension from association with an
NASD member firm in a principal capacity, which latter suspension ended on March
17, 1994.
<PAGE>
CUSIP No. 37936V 102 Page 4 of 5 Pages
- ----------------------- ---------------------
(f) Citizenship: Heller is a citizen of the United States.
Item 3. Source and Amounts of Funds or Other Consideration
Unchanged.
Item 4. Purpose of Transactions
Unchanged.
Item 5. Interest in Securities of the Issuer
(a) Heller directly owns and holds in his individual account 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. Heller is deemed to
beneficially own the 200,000 shares of Common Stock underlying the Warrants
since the Warrants are currently exercisable. Heller 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. Heller 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 they are both immediately exercisable. In addition, Heller and his wife
jointly own 220,000 shares of Common Stock in a joint account ("Joint Account").
Accordingly, Heller may be deemed to beneficially own 656,364 shares of Issuer's
Common Stock, or approximately 7.0% of the outstanding shares of Common Stock.
(b) Heller has sole voting and dispositive power over the 200,000 shares of
Common Stock held in his individual account, and over the additional 236,364
shares of Common Stock underlying the Units in the UPO and the Warrants he is
deemed to beneficially own. Heller has shared voting and dispositive power over
the 220,000 shares of Common Stock held in the Joint Account.
(c) On November 5, 1997, Heller, as custodian for a custodial account for
his daughter, transferred 100,000 shares of Common Stock held in such custodial
account into an irrevocable trust for the benefit of his daughter. Also on
November 5, 1997, Heller's wife, as custodian for a custodial account for
Heller's son, transferred 100,000 shares of Common Stock held in such custodial
account into an irrevocable trust for the benefit of Heller's son. The sole
trustee of each irrevocable trust is unrelated to each of Heller and his wife,
and neither Heller nor his wife hold voting or dispositive power with respect to
the Common Stock held in such trusts.
(d) Heller's wife shares the right to receive and the power to direct the
receipt of dividends from and/or the proceeds from the sale of the 220,000
shares of Common Stock held in the Joint Account.
(e) Not applicable.
<PAGE>
CUSIP No. 37936V 102 Page 5 of 5 Pages
- -------------------------- ---------------------
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 11, 1998
/s/ Ronald I. Heller
----------------------------------
Ronald I. Heller
