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. 2)*
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 7 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 F. Miller
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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
699,526
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 699,526
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,526
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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)
4.5%
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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 ATTESTATIONN
Page 2 of 7 pages.
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SCHEDULE 13D
Item 1. SECURITY AND ISSUER.
This Amendment No. 2 to the Schedule 13D dated October 11, 1996, 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 F. Miller of beneficial ownership of shares of Common Stock
in the Company. Except as amended hereby, there has been no change in the
information previously reported in the Schedule 13D dated October 11, 1996, as
amended, filed by Mr. Miller.
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. 2 to Schedule 13D is being filed by David F. Miller,
the former President and Secretary of the Company, as well as a former director
of the Company. The business address of Mr. Miller is 1610 South 8th Street,
Fernandina Beach, Florida 32034.
Mr. Miller's principal occupation is Chairman of the Board of PureIce
of the South, Inc., a corporation principally owned by Mr. Miller, located at
4671 Edison Avenue, Jacksonville, Florida 32236.
During the last five years, Mr. Miller has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Miller 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. Miller 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. Miller
contributed 204,938 shares of Common
Page 3 of 7 pages.
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Stock back to the Company. Mr. Miller 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. Miller under the Original Stockholder
Loans was converted, as of November 17, 1994, into 39,000 shares of Common Stock
at a price of $5.00 per share.
In September 1994, Mr. Miller gifted 10,000 shares of Common Stock to
each of four of his adult children.
On November 28, 1994, Mr. Miller 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, Mr. Miller was granted
options to purchase 2,500 shares of Common Stock at a price of $5.00 per share.
On March 26, 1996, pursuant to the Company's 1994 Stock Option Plan,
Mr. Miller was granted options to purchase 100,000 shares of Common Stock at a
price of $1.50 per share.
On August 28, 1996, in connection with a Seasonal Secured Loan
commitment in the aggregate amount of $270,000 made by Mr. Miller to the
Company, Mr. Miller was granted warrants to purchase 90,000 shares of Common
Stock. Such warrants are exercisable until August 31, 2001 at a price of $1.00
per share.
From October 17, 1996 through December 9, 1996, Mr. Miller acquired an
aggregate of 5,500 shares of Common Stock in the open market for an aggregate
purchase price of approximately $5,620.
As of February 4, 1999, Mr. Miller held 18,461 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
"Transaction"). Accordingly, in connection with the Transaction, Mr. Miller
acquired an additional 72,464 shares of Common Stock. In addition, as a result
of the Transaction, Mr. Miller no longer serves as an officer or director of the
Company.
All of Mr. Miller's purchases of Common Stock, as well as the funds
representing the Seasonal Secured Loan, were from Mr. Miller's personal funds.
In addition, all of Mr. Miller's purchases of TeleHub Common Stock were from Mr.
Miller's personal funds.
Page 4 of 7 pages.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mr. Miller owns directly 699,526 shares of Common Stock,
including options to purchase an aggregate of 102,500 shares of Common Stock and
warrants to purchase 90,000 shares of Common Stock, constituting, in the
aggregate, approximately 4.5% of the issued and outstanding shares of such stock
as of the date hereof.
Mr. Miller has sole power to vote or direct the vote of 699,526 shares
of Common Stock, shared power to vote or direct the vote of no shares of Common
Stock, sole power to dispose or to direct the disposition of 699,526 shares of
Common Stock and shared power to dispose or to 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 the Common Stock
were effected by Mr. Miller 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. Miller has the right to receive or the
power to direct the receipt of dividends from the shares of Common Stock
beneficially owned by Mr. Miller or the right to receive or the power to direct
the receipt of the proceeds from the sale of such shares.
(e) Mr. Miller ceased to be the beneficial owner of more than five
percent (5%) of the Common Stock effective as of February 4, 1999, the effective
date of the Transaction.
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. Miller 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. Miller 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. Miller has certain "piggyback" registration rights pursuant to
the Warrant and Registration Agreement, dated as of August 28, 1996, by and
between the Company and Mr. Miller.
Page 5 of 7 pages.
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Item 7. MATERIAL 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. Miller (previously filed).
Page 6 of 7 pages.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 25, 1999
By /s/ DAVID F. MILLER
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David F. Miller
Page 7 of 7 pages.
