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._________)*
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 12 Pages
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SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley A. Young
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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
3,293,670
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 177,067
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,293,670
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
177,067
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,293,670
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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)
22.7%
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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 ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 12 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 3 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Young Management Group Inc.
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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*
WC
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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
Massachusetts
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7 SOLE VOTING POWER
1,636,241
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,636,241
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,241
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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)
10.7%
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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 ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 12 Pages
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SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 4 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Young Technology Fund
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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*
WC
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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
Massachusetts
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7 SOLE VOTING POWER
1,491,588
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,491,588
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,588
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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)
9.8%
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14 TYPE OF REPORTING PERSON*
PN
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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 4 of 12 Pages
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SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 5 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The SAY Family Limited Partnership
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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*
WC
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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
Massachusetts
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7 SOLE VOTING POWER
177,067
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 177,067
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,067
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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)
1.2%
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14 TYPE OF REPORTING PERSON*
PN
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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 5 of 12 Pages
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Item 1. SECURITY AND ISSUER.
This statement 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"), whose principal executive offices
are located at 24 New England Executive Park, Burlington, Massachusetts 01803.
Item 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f)
This statement is being filed on behalf of the following persons
(collectively, the "Reporting Persons"): (i) Stanley A. Young, a director of the
Company ("Mr. Young"), (ii) Young Management Group, Inc., a Massachusetts
corporation ("YMG Inc."), (iii) The Young Technology Fund, a Massachusetts
general partnership (the "Fund"), and (iv) The SAY Family Limited Partnership, a
Massachusetts limited partnership (the "Partnership").
The address of each Mr. Young, YMG Inc. and the Fund is 24 New England
Executive Park, Burlington, Massachusetss 01803. The address of the Partnership
is 10 Riverside Drive, Marblehead, Massachusetts 01945.
Mr. Young's principal occupation is Chairman of the Board and Chief
Executive Officer of YMG Inc., which is wholly- owned by Mr. Young. Mr. Young is
also a director of the Company.
YMG Inc. is engaged in the business of providing financial management
services. Mr. Young is the sole shareholder, officer and director of YMG Inc.
and, accordingly, is considered the beneficial owner of the shares of Common
Stock owned by YMG Inc.
The Fund is a general partnership which acts as an investment fund. Mr.
Young is the sole general partner of the Fund and, accordingly, is considered
the beneficial owner of the shares of Common Stock owned by the Fund.
The Partnership is a limited partnership which acts as an investment
fund. The general partners of the Partnership are Mr. Young and Adam D. Young,
the adult son of Mr. Young. Adam Young's address is 10 Riverside Drive,
Marblehead, Massachusetts 01945. Mr. Young, as a general partner of the
Partnership, is considered the beneficial owner of the shares of Common Stock
owned by the Partnership.
Page 6 of 12 Pages
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(d) and (e)
During the last five years, neither any of the Reporting Persons nor
Adam Young has has been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither any of the Reporting Persons nor
Adam Young has 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.
As of February 4, 1999, Mr. Young, YMG Inc., the Fund and the
Partnership held 42,250 shares, 416,852 shares, 380,000 shares and 45,110
shares, respectively, 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. Young acquired 165,841 shares of Common Stock, YMG Inc.
acquired 1,636,241 shares of Common Stock, the Fund acquired 1,491,588 shares of
Common Stock and the Partnership acquired 177,067 shares of Common Stock.
Mr. Young acquired the shares of TeleHub Common Stock held by him as of
February 4, 1999 from his personal funds, and each of YMG Inc., the Fund and the
Partnership acquired the shares of TeleHub Common Stock held by it as of
February 4, 1999 from its working capital.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Common Stock 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
Page 7 of 12 Pages
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Company, available opportunities for the Reporting Persons to acquire or dispose
of Common Stock, and other business opportunities available to the Reporting
Persons, and other relevant factors, the Reporting Persons may in the future
take such actions with respect to such holdings in the Company's Common Stock as
they deem 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 Common Stock now
owned or hereafter acquired by the Reporting Persons, either in a sale of Common
Stock in the open market or the sale of Common Stock in privately negotiated
transactions to one or more purchasers.
Except as described above, none of the Reporting Persons has 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;
(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;
Page 8 of 12 Pages
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(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. Young beneficially owns 3,470,737 shares of Common
Stock, which shares represent approximately 22.7% of the issued and outstanding
shares of Common Stock. The 3,470,737 shares include (i) 165,841 shares owned
directly by Mr. Young, which represent approximately 1.1% of the issued and
outstanding shares of Common Stock, (ii) 1,636,241 shares owned by YMG Inc.,
which represent approximately 10.7% of the issued and outstanding shares of
Common Stock, (iii) 1,491,588 shares owned directly by the Fund, which represent
approximately 9.8% of the issued and outstanding shares of Common Stock, and
(iv) 177,067 shares owned by the Partnership, which represent approximately 1.2%
of the issued and outstanding shares of Common Stock.
Mr. Young has sole power to vote or direct the vote of 3,293,670 shares
of Common Stock, shared power to vote of direct the vote of 177,067 shares of
Common Stock, sole power to dispose or direct the disposition of 3,293,670
shares of Common Stock, and shared power to dispose or direct the disposition of
177,067 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 either of the Reporting Persons 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 the Reporting Persons has the right to receive
or the power to direct the receipt of the dividends from the shares of Common
Stock beneficially owned by the respective Reporting Persons or the right to
receive or the power to direct the receipt of the proceeds from the sale of such
shares.
(e) Not applicable.
Page 9 of 12 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as set forth herein, there are no contracts, arrangements,
understandings or relationships with the Reporting Persons or any other person
with respect to the securities of the Company, including but not limited to
transfer or voting of any other securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guaranties of profits, divisions of
profits or loss or the giving or withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement among the Reporting Persons.
Page 10 of 12 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATE: February 11, 1999
/s/ STANLEY A. YOUNG
---------------------------------
Stanley A. Young
YOUNG MANAGEMENT GROUP INC.
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
Chairman of the Board and
Chief Executive Officer
THE YOUNG TECHNOLOGY FUND
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
General Partner
THE SAY FAMILY LIMITED PARTNERSHIP
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
General Partner
Page 11 of 12 Pages
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons or entities named below agree to the joint filing
on behalf of each of them of this Schedule 13D with respect to the common stock
of the Company and further agree that this Joint Filing Agreement be included as
an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby
execute this Joint Filing Agreement as of the 11th day of February, 1999.
/s/ STANLEY A. YOUNG
---------------------------------
Stanley A. Young
YOUNG MANAGEMENT GROUP INC.
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
Chairman of the Board and
Chief Executive Officer
THE YOUNG TECHNOLOGY FUND
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
General Partner
THE SAY FAMILY LIMITED PARTNERSHIP
By: /s/ STANLEY A. YOUNG
------------------------------
Stanley A. Young
General Partner
Page 12 of 12 Pages
