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OMB Number 3235-0145
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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. 1)*
EDnet, Inc.
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(Name of Issuer)
Common Stock ($.001 par value per share)
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(Title of Class of Securities)
281345 10 8
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(CUSIP Number)
John M. Liviakis, 2420 "K" St., Suite 220, Sacramento, CA 95816, (916) 448-6084
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 1999
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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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP NO. 281345 10 8 PAGE 2 of 8 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Liviakis Financial Communications, Inc.
68-0311399
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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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 (California)
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(7) SOLE VOTING POWER
NUMBER OF 634,300
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 634,300
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,300
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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(14) TYPE OF REPORTING PERSON*
CO
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*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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SCHEDULE 13D
CUSIP NO. 281345 10 8 PAGE 3 of 8 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John M.Liviakis
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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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 ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States (California)
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(7) SOLE VOTING POWER
NUMBER OF 125,000
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 125,000
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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(14) TYPE OF REPORTING PERSON*
IN
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*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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1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, $.001 par value per share (the "Common Stock"), issued
by EDnet, INC., a Colorado corporation (the "Corporation"). The principal
offices of the Corporation are located at One Union Street, San Francisco,
California 94111.
2. IDENTITY AND BACKGROUND.
This statement is filed by Liviakis Financial Communications, Inc., a
California corporation ("LFC"), and John M. Liviakis ("JML"). LFC's principal
business is as a consultant in the areas of investor communications, financial
and investor public relations and corporate finance. LFC's principal business
and principal office address is 2420 "K" Street, Suite 220, Sacramento,
California 95816.
LFC's President is JML, its Senior Vice President is Robert B. Prag
("RBP"), and its Chief Financial Officer, Treasurer and Secretary is Renee A.
Liviakis ("RAL"). JML, RBP and RAL are the only executive officers of LFC. The
activities associated with these positions constitute the principal occupation
and employment of JML, RBP and RAL, respectively. JML, RBP and RAL are LFC's
only directors, and JML and RAL are its sole stockholders. JML, RBP and RAL are
citizens of the United States, and their business address is LFC's principal
business address listed above.
During the last five years, none of LFC, JML, RBP and RAL has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during such period none of them has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which was to subject such person 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.
Except (i) as otherwise set forth herein, (ii) for interests
attributable through their ownership of or positions with LFC, or (iii) for
interests attributable through
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the status of JML and RAL as husband and wife, none of JML, RBP and RAL have any
interest in the Corporation's Common Stock.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to Consulting Agreements effective as of January 12, 1996 and
January 12, 1997 by and between the Corporation and LFC (collectively the
"Consulting Agreements"), the Corporation has issued to LFC an aggregate of
880,000 shares of the Corporation's Common Stock. Under the Consulting
Agreements, LFC has performed certain investor communications, financial and
investor public relations, corporate finance and related services for the
Corporation. In addition, JML purchased an aggregate of 125,000 shares of Common
Stock from the Corporation in private placements. Through January 22, 1999, LFC
has disposed of an aggregate of 245,700 shares of the Corporation's Common
Stock.
This Amended Schedule 13D is being filed to report 634,300 shares of
the Corporation's Common Stock owned by LFC and 125,000 shares of the
Corporation's Common Stock owned by JML.
The shares of Common Stock owned by LFC were received in consideration
of services rendered. The 125,000 shares of Common Stock owned by JML were
acquired from the Corporation at a cost of One Hundred Twenty-Five Thousand
Dollars ($125,000). The source of funds used in purchasing the 125,000 shares of
Common Stock was JML's personal funds.
4. PURPOSE OF TRANSACTION.
LFC and JML hold the shares of Common Stock presently owned by them,
respectively, for investment purposes. LFC and JML may acquire additional shares
of Common Stock for investment purposes from time to time, although they do not
have any present plans to do so.
LFC and JML have no plans or proposals which relate to or would result
in: any extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Corporation or any subsidiary of the Corporation; the
sale
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or transfer of a material amount of assets of the Corporation or any of its
subsidiaries; any change in the Corporation's present Board of Directors or
management; any material change in the present capitalization or dividend policy
of the Corporation; any material change in the Corporation's business or
corporate structure; any changes in the Corporation's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; a class of securities
of the Corporation being delisted from a national securities exchange or ceasing
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC has the sole power to direct the vote or disposition of the 634,300
shares of Common Stock of the Corporation owned by LFC. LFC exercises this power
through its officers and directors. JML has the sole power to direct the vote or
disposition of the 125,000 shares of Common Stock of the Corporation owned by
JML.
The 634,300 shares of Common Stock that LFC owns, and as to which LFC
has or the sole power to direct the vote or disposition, represent approximately
3.8% of that class of securities. The 125,000 shares of Common Stock that JML
owns, and as to which JML has or would have the sole power to direct the vote or
disposition, represent approximately 0.7% of that class of securities. The
759,300 shares of Common Stock which LFC and JML in the aggregate presently own,
and as to which either LFC or JML has the sole power to direct the vote or
disposition, represent approximately 4.5% of that class of securities. In each
case, the calculation of the percentage of the class of Common Stock is based on
the 16,791,014 shares of Common Stock which the Corporation reported as
outstanding on October 29, 1998 in its Proxy Statement for Annual Meeting of
Shareholders held December 10, 1998.
During the past sixty days, LFC has engaged in the following
transactions in Common Stock:
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A. On December 7, 1998, LFC sold 7,500 shares in the
over-the-counter market at a sales price of $.51 per share.
B. On January 7, 1999, LFC sold 9,700 shares in the
over-the-counter market at a sales price of $.50 per share.
C. On January 14, 1999, LFC sold 48,500 shares in the
over-the-counter market at a sales price of $.92 per share.
D. On January 15, 1999, LFC sold 16,000 shares in the
over-the-counter market at a sales price of $1.10 per share.
E. On January 19, 1999, LFC sold 60,000 shares in the
over-the-counter market at a sales price of $3.06 per share.
F. On January 19, 1999, LFC sold 16,000 shares in the
over-the-counter market at a sales price of $3.61 per share.
G. On January 19, 1999, LFC sold 10,000 shares in the
over-the-counter market at a sales price of $3.81 per share.
H. On January 20, 1999, LFC sold 20,000 shares in the
over-the-counter market at a sales price of $2.91 per share.
I. On January 20, 1999, LFC sold 11,000 shares in the
over-the-counter market at a sales price of $4.25 per share.
J. On January 20, 1999, LFC sold 2,000 shares in the
over-the-counter market at a sales price of $4.81 per share.
K. On January 21, 1999, LFC sold 40,000 shares in the
over-the-counter market at a sales price of $2.82 per share.
L. On January 22, 1999, LFC sold 5,000 shares in the
over-the-counter market at a sales price of $2.94 per share.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In the Consulting Agreements and in the subscription agreements
relating to the private placements in which JML purchased shares of Common
Stock, the Corporation granted to LFC and JML, respectively, certain rights to
have shares of Common Stock registered under the Securities Act of 1933, as
amended.
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Except as described above, there are no contracts, arrangements,
understandings or relationships between any of the persons named in Item 2 above
and any other person with respect to any securities of the Corporation.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement of LFC and JML pursuant to Rule 13d-
1(f)
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: January 26, 1999
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
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John M. Liviakis, President
/s/ John M. Liviakis
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John M. Liviakis
