SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
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. 5)*
TELEHUBLINK CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
87942L 10 1
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(CUSIP Number)
JAMES MARTIN KAPLAN, ESQ.
TENZER GREENBLATT LLP
405 LEXINGTON AVENUE, NEW YORK, NEW YORK 10174 (212) 885-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
FEBRUARY 4, 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(e), 13d-1(f) or 13d-1(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 pages)
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* 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).
Page 1 of 9 Pages
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SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David B. Cornstein
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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 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
1,322,082
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,322,082
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,082
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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)
8.5%
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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 ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 9 Pages
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Item 1. SECURITY AND ISSUER.
This Amendment No. 5 to the Schedule 13D dated December 5,
1994, as amended, relates to the Common Stock, par value $.01 per share ("Common
Stock"), of TeleHubLink Corporation (formerly known as What A World!, Inc.), a
Delaware corporation (the "Company"). This Amendment reflects certain
information required to be disclosed herein pursuant to Rule 13d-2 promulgated
by the SEC under the Securities Exchange Act of 1934, as amended, with respect
to the acquisition by David B. Cornstein of beneficial ownership of shares of
Common Stock in the Company.
The address of the Company's principal executive office is 24 New
England Executive Park, Burlington, Massachusetts 01803.
Item 2. IDENTITY AND BACKGROUND.
This Amendment No. 5 to Schedule 13D is being filed by
David B. Cornstein, a director of the Company. The business address of Mr.
Cornstein is c/o Finlay Enterprises, Inc., 529 Fifth Avenue, New York, New York
10017.
Mr. Cornstein's principal occupation is acting as a private
investor.
During the last five years, Mr. Cornstein has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Cornstein has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In July 1993, Mr. Cornstein purchased 600,000 shares of Common
Stock of the Company (after giving effect to a 20,000-for- one stock split
effected in July 1994) for a purchase price of $60,000. On September 8, 1994 Mr.
Cornstein contributed 204,937 shares of Common Stock back to the Company. Mr.
Cornstein also agreed to make certain loans to the Company (the "Original
Stockholder Loans"), on a revolving and unsecured basis, from time to time until
January 31, 1996, of up to $195,000. In connection with the Company's initial
public offering of securities (the "Offering"), all of the outstanding principal
amount owed to Mr. Cornstein under the Original Stockholder Loans
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was converted as of November 17, 1994, into 39,000 shares of Common Stock at a
price of $5.00 per share.
On November 28, 1994, Mr. Cornstein purchased 35,000 shares of
Common Stock at a price of $5.00 per share in the Offering.
Effective as of the effective date of the Offering and
pursuant to the Company's 1994 Nonemployee Directors' Stock Option Plan (the
"Directors' Plan"), Mr. Cornstein was granted options ("Directors' Options") to
purchase 2,500 shares of Common Stock at a price of $5.00 per share. On June 28,
1996, pursuant to the Directors' Plan, Mr. Cornstein was granted Directors'
Options to purchase 2,500 shares of Common Stock at a price of $1.6875 per
share.
On December 2, 1994, Mr. Cornstein purchased warrants ("Public
Warrants") to purchase 10,000 shares of Common Stock in the open market at a
price of $.6875 per Public Warrant. The Public Warrants are exercisable between
May 17, 1995 and May 17, 2000 at an exercise price of $5.00 per share.
On December 22, 1994, Mr. Cornstein purchased 10,000 shares of
Common Stock in the open market at a price of $3.50 per share.
On January 10, 1995, Mr. Cornstein purchased 10,000 Public
Warrants in the open market at a price of $.6875 per Public Warrant.
From January 13, 1995 through January 19, 1995, Mr. Cornstein
purchased 50,000 Public Warrants in the open market at a price of $1.125 per
Public Warrant.
On January 31, 1995, Mr. Cornstein purchased 5,000 shares of
Common Stock in the open market at a price of $3.50 per share.
On October 27, 1995, Mr. Cornstein purchased 3,000 shares of
Common Stock in the open market at a price of $3.25 per share.
On June 28, 1996, Mr. Cornstein purchased 1,000 shares of
Common Stock in the open market at a price of $1.00 per share.
On July 29, 1996, Mr. Cornstein purchased 2,000 shares of
Common Stock in the open market at a price of $0.875 per share.
From July 30, 1996 through August 19, 1996, Mr. Cornstein
purchased 3,000 shares of Common Stock in the open market at a price of $1.00
per share.
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On August 21, 1996, Mr. Cornstein purchased 500 shares of
Common Stock in the open market at a price of $1.0625 per share.
On August 28, 1996, in connection with a seasonal secured loan
commitment in the aggregate amount of $270,000 (the "Seasonal Secured Loan")
made by Mr. Cornstein to the Company, Mr. Cornstein was granted, pursuant to a
Warrant and Registration Agreement, dated as of August 28, 1996, between the
Company and Mr. Cornstein (the "Warrant and Registration Agreement"), warrants
(the "Secured Loan Warrants") to purchase 90,000 shares of Common Stock. The
Secured Loan Warrants are exercisable until August 31, 2001 at a price of $1.00
per share.
From August 29, 1996 through September 6, 1996, Mr. Cornstein
purchased 700 shares of Common Stock in the open market at a price of $1.125 per
share.
On September 16, 1996, Mr. Cornstein purchased 9,500 shares of
Common Stock in the open market at a price of $1.00 per share.
On September 24, 1996, Mr. Cornstein purchased 6,589 shares of
Common Stock in the open market at a price of $1.05 per share.
On October 22, 1996, Mr. Cornstein purchased 5,000 shares of
Common Stock in the open market at a price of $1.00 per share.
On July 17, 1997, Mr. Cornstein sold to an unaffiliated third
party in a private transaction 515,352 shares of Common Stock for an aggregate
purchase price of $10,307.04, or $.02 per share.
On August 18, 1997, Mr. Cornstein acquired from such
unaffiliated third party, in a private transaction, (i) the 515,352 shares of
Common Stock at an aggregate purchase price of $29,890.42, or $.058 per share,
and (ii) 65,000 Public Warrants at an aggregate purchase price of $650.00, or
$.01 per Public Warrant.
As of February 4, 1999, Mr. Cornstein held 146,929 shares of
common stock ("TeleHub Common Stock") of Tele Hub Link Corporation, a
privately-held corporation organized under the laws of the Province of Ontario,
Canada ("TeleHub"). Pursuant to a Share Purchase Agreement dated as of December
21, 1998 and amended as of January 11, 1999 among the Company, TeleHub and the
shareholders of TeleHub, the Company acquired from the TeleHub shareholders all
of the outstanding shares of TeleHub Common Stock, in consideration for which
the Company issued to each TeleHub shareholder 3.9252318 shares of Common Stock
for each share of TeleHub Common Stock held by such shareholder (the
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"Transaction"). Accordingly, in connection with the Transaction, Mr. Cornstein
acquired an additional 576,730 shares of Common Stock.
All of Mr. Cornstein's purchases of Common Stock and Public
Warrants, as well as the funds representing the Seasonal Secured Loan, were from
Mr. Cornstein's personal funds. In addition, all of Mr. Cornstein's purchases of
TeleHub Common Stock were from Mr. Cornstein's personal funds.
Item 4. PURPOSE OF TRANSACTION.
Mr. Cornstein has acquired the securities of the Company
currently held by him solely for investment purposes. Depending upon various
factors, including, but not limited to, the Company's business, prospects and
financial condition and other developments concerning the Company, available
opportunities for Mr. Cornstein to acquire or dispose of securities of the
Company, and other business opportunities available to Mr. Cornstein, and other
relevant factors, Mr. Cornstein may in the future take such actions with respect
to such holdings in the Company's securities as he deems appropriate in light of
the circumstances and conditions existing from time to time. Such actions may
include the purchase of additional Common Stock in the open market, the purchase
of additional Common Stock in privately negotiated transactions (including
privately negotiated purchases from the Company or other stockholders of the
Company) or otherwise, the disposition, from time to time or at any time, of all
or a portion of the securities of the Company now owned or hereafter acquired by
Mr. Cornstein, either in a sale of securities in the open market or the sale of
securities in privately negotiated transactions to one or more purchasers.
Except as described above, Mr. Cornstein has not formulated
any plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board;
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(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mr. Cornstein beneficially owns 1,322,082 shares
of Common Stock, consisting of 1,092,082 shares of Common Stock held directly by
him, 135,000 shares of Common Stock issuable upon exercise of Public Warrants,
90,000 shares of Common Stock issuable upon exercise of the Secured Loan
Warrants and 5,000 shares of Common Stock issuable upon exercise of the
Directors' Options. The 1,322,082 shares of Common Stock beneficially owned by
Mr. Cornstein represent approximately 8.5% of the outstanding shares of Common
Stock as of the date hereof.
Mr. Cornstein has sole power to vote or direct the vote of the
1,322,082 shares of Common Stock beneficially owned by him, shared power to vote
or direct the vote of no shares of Common Stock, sole power to dispose or direct
the disposition of 1,322,082 shares of Common Stock beneficially owned by him
and shared power to dispose or direct the disposition of no shares of Common
Stock.
(c) Except for the acquisition of shares of Common Stock in
the Transaction as described elsewhere herein, no transactions in Common Stock
were effected by Mr. Cornstein during the period beginning sixty days prior to
the date of the event which requires the filing of this statement.
(d) No person other than Mr. Cornstein has the right to
receive or the power to direct the receipt of the dividends from the shares of
Common Stock beneficially owned by him or the right to receive or the power to
direct the receipt of the proceeds from the sale of such shares.
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(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Cornstein and any person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, except that:
(i) In connection with the Offering, Mr. Cornstein agreed with
Whale Securities Co., L.P. ("Whale"), the underwriter for the Offering, to vote
for Whale's designee as a director of the Company until November 17, 1999.
(ii) Mr. Cornstein has certain "piggyback" registration rights
pursuant to the Warrant and Registration Agreement.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Form of Warrant and Registration Agreement, dated as
of August 28, 1996, by and between the Company and
Mr. Cornstein (previously filed).
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 12, 1999
/s/ DAVID B. CORNSTEIN
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David B. Cornstein
Page 9 of 9 Pages
