SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _ )(1)
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
37935Y107
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(CUSIP Number)
Copy to:
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn Estates, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 1, 1998
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(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(e, 13d-1(f) or 13d-(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(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
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(1) 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).
Page 1 of 11
<PAGE>
CUSIP
No. 37935Y107 13D
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1 | Names of Reporting Persons
| I.R.S. Identification Nos. of Above Persons (Entities Only)
| Eli Oxenhorn
|
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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
|
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5 | Check Box if Disclosure of Legal Proceedings is Required
| Pursuant to Item 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
| | 527,941 shares 6.5%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 56,668 shares 0.7%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 527,941 shares 6.5%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 56,668 shares 0.7%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 584,609 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)
| 7.1%
|
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14 | Type of Reporting Person*
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
<PAGE>
CUSIP
No. 37935Y107 13D
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1 | Names of Reporting Persons
| I.R.S. Identification Nos. of Above Persons (Entities Only)
| Seth Oxenhorn
|
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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
|
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5 | Check Box if Disclosure of Legal Proceedings is Required
| Pursuant to Item 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
| | 28,668 shares 0.4%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 0 shares 0%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 28,668 shares 0.4%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 0 shares 0%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 28,668 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)
| 0.4%
|
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14 | Type of Reporting Person*
| IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11
<PAGE>
CUSIP
No. 37935Y107 13D
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1 | Names of Reporting Persons
| I.R.S. Identification Nos. of Above Persons (Entities Only)
| Abby Oxenhorn
|
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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
|
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5 | Check Box if Disclosure of Legal Proceedings is Required
| Pursuant to Item 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
| | 28,000 shares 0.3%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 0 shares 0%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 28,000 shares 0.3%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 0 shares 0%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 28,000 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)
| 0.3%
|
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14 | Type of Reporting Person*
| IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11
<PAGE>
This statement, dated November 1, 1998, relates to the reporting
person's ownership of certain securities of Global Telecommunication Solutions,
Inc. (the "Issuer").
Effective July 10, 1997, the reporting persons filed a Schedule 13D,
Amendment No. 4, reporting beneficial ownership of not more than five percent
(5%) of the Common Stock of the Issuer. Effective November 1, 1998, the
reporting persons file this Schedule 13D, reporting beneficial ownership of more
than five percent (5%) of the Common Stock of the Issuer.
ITEM 1. Security and the Issuer.
(a) Common Stock, $0.01 par value per share (CUSIP No. 37935Y107).
(b) Option, exercisable as of February 14, 1996, expiring February 14,
2001, entitling the holder thereof to purchase up to an aggregate of 33,334
shares of Common Stock at $6.563 per share, subject to adjustment under certain
circumstances (the "Option").
(c) Option, exercisable as of February 14, 1997, expiring February 14,
2002, entitling the holder thereof to purchase up to an aggregate of 25,000
shares of Common Stock at $6.563 per share, subject to adjustment under certain
circumstances (the "1997 Option").
(d) Option, exercisable as of September 1, 1998, expiring April 2, 2003,
entitling the holder thereof to purchase up to an aggregate of 50,000 shares of
Common Stock at $7.125 per share, subject to adjustment under certain
circumstances (the "1998 Option").
(e) Warrants to purchase one share of Common Stock at $12.00 per share,
until December 14, 1999 (the "Conversion Warrants").
(f) Warrants to purchase one share of Common Stock at $12.00 per share,
until December 14, 1999 (the "Offering Warrants").
(g) Global Telecommunication Solutions, Inc.
60 East 42nd Street
Suite 464
New York, New York 10165
ITEM 2. Identity and Background.
1. (a) Eli Oxenhorn
(b) Address: 56 The Intervale
Roslyn Estates, New York 11576
(c) Principal Occupation: Consultant
(d) Within the last five (5) years, Eli Oxenhorn has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Eli Oxenhorn has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a
Page 5 of 11
<PAGE>
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of a violation with respect to such laws.
(f) Citizenship: United States.
Eli Oxenhorn is the father of Seth Oxenhorn and Abby Oxenhorn.
2. (a) Seth Oxenhorn
(b) Address: 201 East 21st Street, Apt. 18F
New York, New York 10010
(c) Principal Occupation: Sales Manager
(d) Within the last five (5) years, Seth Oxenhorn has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Seth Oxenhorn has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States
3. (a) Abby Oxenhorn
(b) Address: 333 East 69th Street
New York, New York 10021
(c) Principal Occupation: Teacher
(d) Within the last five (5) years, Abby Oxenhorn has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Abby Oxenhorn has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. Source and Amounts of Funds or Other Consideration
As of November 1, 1998, Eli Oxenhorn, among certain other
investors, acquired 96,799 shares of Common Stock and $273,913 of a $1,000,000
promissory note (the "Promissory Note") from J. Mark Rubenstein (a former
director and officer of the Issuer) for $157,500 (the "November 1998
Acquisition"). The Issuer offered each holder of a portion of the Promissory
Note to convert his or her portion of the Promissory Note into shares of Common
Stock of the Issuer at a conversion rate of 1 share for each $1.23 in principal
amount converted. Eli Oxenhorn delivered $273,913 in principal to the Issuer
which was converted into 222,693 shares of Common Stock of the Issuer.
Page 6 of 11
<PAGE>
Each reporting person obtained funds for the purchase of the
securities from his/her personal funds.
ITEM 4. Purpose of Transaction.
The reporting persons acquired his/her securities for purposes of
investment. Other than the reporting persons' purchase or sale of additional
securities of the Issuer, no reporting person has any present plan or proposal
which would relate to or result in any of the matters set forth in subparagraphs
(a) through (j) of Item 4 of Schedule 13D except as set forth herein.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on (i) 5,996,821 shares of Common Stock outstanding as
reported in the Issuer's private placement offering dated September 17, 1998,
plus (ii) the private placement of 1,198,000 shares of the Issuer's Common Stock
on October 1, 1998, plus (iii) 813,008 shares of the Issuer's Common Stock
issued for the Promissory Note as of November 1, 1998) of outstanding shares of
Common Stock owned beneficially by each reporting person named in Item 2, as of
November 1, 1998:
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
<S> <C> <C>
Eli Oxenhorn 584,609(2) 7.1%
Seth Oxenhorn 28,668(3) 0.4%
Abby Oxenhorn 28,000(4) 0.3%
</TABLE>
(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 56,334 shares of Common Stock and 334 shares of Common Stock issuable upon
the exercise of the Conversion Warrants, representing approximately 0.7% of the
outstanding Common Stock. Eli Oxenhorn has sole power to vote and to dispose of
388,216 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, 25,000 shares of Common Stock issuable upon the
exercise of the 1997
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(2) Includes 584,609 shares of Common Stock (including 18,391 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, 25,000
shares of Common Stock issuable upon the exercise of the 1997 Option, and 50,000
shares of Common Stock issuable upon the exercise of the 1998 Option. Eli
Oxenhorn disclaims beneficial ownership of the 28,334 shares of Common Stock
beneficially owned by Seth Oxenhorn and 334 shares of Common Stock issuable upon
the exercise of the Conversion Warrants owned by Seth Oxenhorn, and disclaims
beneficial ownership of the 28,000 shares of Common Stock beneficially owned by
Abby Oxenhorn.
(3) Includes 28,334 shares of Common Stock and 334 shares of Common Stock
issuable upon the exercise of the Conversion Warrants.
(4) Consists of 28,000 shares of Common Stock.
Page 7 of 11
<PAGE>
Option, and 50,000 shares of Common Stock issuable upon the exercise of the 1998
Option, representing approximately 6.5% of the outstanding Common Stock.
Seth Oxenhorn has sole power to vote and to dispose of 28,334
shares of Common Stock, and 334 shares of Common Stock issuable upon the
exercise of the Conversion Warrants, representing approximately 0.4% of the
outstanding Common Stock.
Abby Oxenhorn has sole power to vote and to dispose of 28,000
shares of Common Stock, representing approximately 0.3% 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 September 1, 1998 through November 1, 1998,
inclusive:
On October 1, 1998, Eli Oxenhorn sold 26,667 shares of Common
Stock at $1.47 per share on the over-the-counter bulletin board.
As of November 1, 1998, Eli Oxenhorn acquired 96,799 shares of
Common Stock and $273,913 of the Promissory Note from J. Mark Rubenstein for
$157,500. The Issuer offered each holder of a portion of the Promissory Note, to
convert his or her portion of the Promissory Note into shares of Common Stock of
the Issuer at a conversion rate of 1 share for each $1.23 in principal amount
converted. Eli Oxenhorn delivered $273,913 in principal to the Issuer which was
converted into 222,693 shares of Common Stock of the Issuer.
(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) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
------------------------------------------
(a) 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 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 acquired in the November 1998
Acquisition described in Item 3 above are subject to the Lock-up Agreement.
Page 8 of 11
<PAGE>
(b) Except for the circumstances discussed or referred to in
paragraph (a), 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 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 9 of 11
<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: December 22, 1998
Eli Oxenhorn
---------------------------
Eli Oxenhorn
Seth Oxenhorn
---------------------------
Seth Oxenhorn
Abby Oxenhorn
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Abby Oxenhorn
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C.
1001).
Page 10 of 11
<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
22nd day of December , 1998.
Eli Oxenhorn
---------------------------
Eli Oxenhorn
Seth Oxenhorn
---------------------------
Seth Oxenhorn
Abby Oxenhorn
---------------------------
Abby Oxenhorn
Page 11 of 11
