<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
-----------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------------------------------------------
(Title of Class of Securities)
37935Y107
-----------------------------------------------------------------
(CUSIP Number)
Copy to:
Stephen A. Cohen, Esq.
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 10, 1997
-----------------------------------------------------------------
(Date of Event which Requires Filing 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 space / /.
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).
(Continued on following page(s))
<PAGE>
CUSIP
No. 37935Y107 13D
================================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eli Oxenhorn
- ---- ---------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) /X/
(b) / /
- ---- ---------------------------------------------------------------------------
3 SEC Use Only
- ---- ---------------------------------------------------------------------------
4 Source of Funds* PF
- ---- ---------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- ---- ---------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- ---- ---------------------------------------------------------------------------
Number of
Shares 7 Sole Voting Power
Beneficially 185,116 shares 3.6%
Owned By ---- --------------------------------------------------------------
Each 8 Shared Voting Power
Reporting 6,668 shares 0.1%
Person ---- --------------------------------------------------------------
With 9 Sole Dispositive Power
185,116 shares 3.6%
---- --------------------------------------------------------------
10 Shared Dispositive Power
6,668 shares 0.1%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
191,784 shares
- ---- ---------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- ---- ---------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.7%
- ---- ---------------------------------------------------------------------------
14 Type of Reporting Person*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP
No. 37935Y107 13D
===============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seth Oxenhorn
- ---- --------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
- ---- --------------------------------------------------------------------------
3 SEC Use Only
- ---- --------------------------------------------------------------------------
4 Source of Funds* PF
- ---- --------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- ---- --------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- ---- --------------------------------------------------------------------------
7 Sole Voting Power
Number of 3,668 shares 0.1%
Shares ---- ------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 0 shares 0%
Each ---- -------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 3,668 shares 0.1%
With ---- -------------------------------------------------------
10 Shared Dispositive Power
0 shares 0%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,668 shares
- ---- --------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- ---- --------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.1%
- ---- --------------------------------------------------------------------------
14 Type of Reporting Person*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP
No. 37935Y107 13D
================================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Abby Oxenhorn
- ---- ---------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
- ---- ---------------------------------------------------------------------------
3 SEC Use Only
- ---- ---------------------------------------------------------------------------
4 Source of Funds* PF
- ---- ---------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- ---- ---------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- ---- ---------------------------------------------------------------------------
7 Sole Voting Power
3,000 shares 0.1%
Number of ---- ------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 0 shares 0%
Owned By ---- ------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 3,000 shares 0.1%
Person ---- ------------------------------------------------------------
With 10 Shared Dispositive Power
0 shares 0%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,000 shares
- ---- ---------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- ---- ---------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.1%
- ---- ---------------------------------------------------------------------------
14 Type of Reporting Person*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement, dated July 10, 1997, constitutes Amendment No. 4 to the
Schedule 13D, dated April 14, 1995, regarding the reporting persons ownership of
certain securities of Global Telecommunication Solutions, Inc. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 4 to the Schedule is filed in accordance with the Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed since
the filing of the Schedule.
The information contained herein gives effect to a one-for-three reverse
stock split effected in March 1997.
ITEM 1. SECURITY AND THE ISSUER.
Common Stock, $0.01 par value per share (the "Common Stock"), sold pursuant
to a Registration Statement filed by the Issuer with the Securities and Exchange
Commission (the "Registration Statement").
ITEM 2. IDENTITY AND BACKGROUND.
(a) ABBY OXENHORN
(b) Address:
56 The Intervale
Roslyn, New York 11576
(c) Principal Business: Student
(d) No
(e) No
(f) Citizenship: United States
Abby Oxenhorn is the daughter of Eli Oxenhorn and the brother of Seth
Oxenhorn.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
The individual reporting persons obtained funds for the purchase of
the additional shares of Common Stock from their respective personal funds. The
amount of funds used in making the purchases of the additional shares of Common
Stock are set forth below:
<PAGE>
Eli Oxenhorn $ 242,000
Seth Oxenhorn $ 16,500
Abby Oxenhorn $ 16,500
ITEM 4. PURPOSE OF TRANSACTION.
The reporting persons acquired their securities for purposes of
investment. The reporting persons do not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 5,072,538 shares of Common Stock outstanding as reported in the
Issuer's Prospectus dated July 9, 1997, including the exercise of the
underwriter's over-allotment option to purchase 375,000 shares of Common Stock)
of outstanding shares of Common Stock owned beneficially by each reporting
person named in Item 2, as of July 10, 1997:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- -------------------- --------------------
Eli Oxenhorn 191,784(1) 3.7%
Seth Oxenhorn 3,668(2) 0.1%
Abby Oxenhorn 3,000(3) 0.1%
(b) By virtue of being the father of Seth Oxenhorn and Abby Oxenhorn,
Eli Oxenhorn may be deemed to have shared power to vote and to dispose of 6,334
shares of Common Stock and 334 shares of Common Stock issuable upon the exercise
of the Warrants, representing approximately 0.1% of the outstanding Common
Stock. Eli Oxenhorn has sole power to vote and to dispose of 95,391 shares of
Common Stock, 18,057 shares of Common Stock issuable upon the exercise of the
Conversion Warrants, 13,334 shares of Common Stock issuable upon the exercise of
the Offering Warrants, 33,334 shares of Common Stock issuable upon the exercise
of the Option, and 25,000 shares of Common Stock issuable upon the exercise of
the 1997 Option, representing approximately 3.6% of the outstanding Common
Stock.
- -----------------------
(1) Includes 77,334 shares of Common Stock (including 6,667 unregistered shares
of Common Stock acquired in the Offering), 18,057 Restricted Shares, 18,057
shares of Common Stock issuable upon the exercise of the Conversion
Warrants, 13,334 shares of Common Stock issuable upon the exercise of the
Offering Warrants, 33,334 shares of Common Stock issuable upon the exercise
of the Option, and 25,000 shares of Common Stock issuable upon the exercise
of the 1997 Option. Eli Oxenhorn disclaims beneficial ownership of the
3,334 shares of Common Stock beneficially owned by Seth Oxenhorn and 334
shares of Common Stock issuable upon the exercise of the Warrants owned by
Seth Oxenhorn, and disclaims beneficial ownership of the 3,000 shares of
Common Stock beneficially owned by Abby Oxenhorn.
(2) Consists of 3,334 shares of Common Stock and 334 shares of Common Stock
issuable upon the exercise of the Warrants.
(3) Represents 3,000 shares of Common Stock.
<PAGE>
Seth Oxenhorn has sole power to vote and to dispose of 3,334 shares of
Common Stock, and 334 shares of Common Stock issuable upon exercise of the
Warrants, representing approximately 0.1% of the outstanding Common Stock.
Abby Oxenhorn has sole power to vote and to dispose of 3,000 shares of
Common Stock, representing approximately 0.1% of the outstanding Common Stock.
(c) The following is a description of all transactions in the
securities of the Issuer by the reporting persons identified in Item 2 of this
Schedule 13D effected from May 10, 1997 through July 10, 1997, inclusive:
Number of Shares of
Purchase or Common Stock Purchase or Sale
Name of Shareholder Sale Date Purchased or (Sold) Price Per Share
- ------------------- ----------- ------------------- ----------------
Eli Oxenhorn 7/10/97 44,000 $ 5.50
Seth Oxenhorn 7/10/97 3,000 5.50
Abby Oxenhorn 7/10/97 3,000 5.50
Eli Oxenhorn, Seth Oxenhorn and Abby Oxenhorn acquired shares of Common
Stock in the public offering by the Issuer of an aggregate of 2,875,000 shares
of Common Stock (including 375,000 shares of Common Stock issued upon the
exercise of the underwriter's over-allotment option).
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such securities.
(e) On July 10, 1997, the reporting persons ceased to be the
beneficial owners of more than five percent (5%) of the Common Stock of the
Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
------------------------------------------
(c) Eli Oxenhorn entered into a lock-up agreement, dated June 10,
1997 (the "Lock-up Agreement"), with GKN Securities Corp., the managing
underwriter of the public offering of 2,875,000 shares of the Issuer's Common
Stock (including 375,000 shares of Common Stock issued upon the exercise of the
over-allotment option). The Lock-up Agreement prohibits the sale, transfer or
disposal of shares of Common Stock held directly or beneficially by Mr. Oxenhorn
for a period of 12 months, commencing on the effective date of the Issuer's
Registration Statement, without the prior written consent of the Underwriter.
<PAGE>
The Lock-up Agreement also provides that for a period of five years,
commencing on the effective date of the Registration Statement, the Underwriter
shall have the right to purchase for its account or to sell for the account of
Mr. Oxenhorn any shares of Common Stock sold pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended.
None of the shares of Common Stock included in Item 5(c) of this
Schedule 13D are subject to the Lock-up Agreement.
(d) Except for the circumstances discussed or referred to in
paragraphs (a) through (c), there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the Issuer
among any of the persons reporting in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement dated August 1, 1997 among the reporting persons
by which they have agreed to file this Schedule 13D and all necessary
amendments, as required by Rule 13d-1(f).
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: August 1, 1997
/s/ Eli Oxenhorn
----------------------------
Eli Oxenhorn
/s/ Seth Oxenhorn
----------------------------
Seth Oxenhorn
/s/ Abby Oxenhorn
----------------------------
Abby Oxenhorn
<PAGE>
Exhibit A
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them on a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock, par value $0.01 per share, of Global Telecommunication
Solutions, Inc. and that this Agreement be included as an Exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 1st
day of August, 1997.
/s/ Eli Oxenhorn
----------------------------
Eli Oxenhorn
/s/ Seth Oxenhorn
----------------------------
Seth Oxenhorn
/s/ Abby Oxenhorn
----------------------------
Abby Oxenhorn
