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.
BLANK ROME 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)
JANUARY 27, 2000
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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).
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SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Panos Lekkas
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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
Belgium
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7 SOLE VOTING POWER
NUMBER OF 1,751,345
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,751,345
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10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,751,345
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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)
6.6%
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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 6 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, 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 Panos Lekkas (the
"Reporting Person"). The address of the Reporting Person is 83 Bjorklund
Avenue,Worcester, Massachusetts 01605. The Reporting Person's principal
occupation is Chief Technology Officer of the Company.
(d) and (e)
During the last five years, the Reporting Person has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
During the last five years, the Reporting Person 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.
As of January 27, 2000, the Reporting Person held 1,751,345
shares of common stock ("WEC Common Stock") of wirelessEncryption.com, Inc., a
privately-held Massachusetts corporation ("WEC"). Pursuant to an Agreement dated
as of January 27, 2000 among the Company, WEC and the shareholders of WEC, the
Company acquired from the WEC shareholders all of the outstanding shares of WEC
Common Stock, in consideration for which the Company issued to each WEC
shareholder one (1) share of Common Stock for each share of WEC Common Stock
held by such shareholder (the "Transaction"). Accordingly, in connection with
the Transaction, the Reporting Person acquired 1,751,345 shares of Common Stock.
The Reporting Person acquired the shares of WEC Common Stock
held by him as of January 27, 2000 from his personal funds.
Page 3 of 6 Pages
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Item 4. PURPOSE OF TRANSACTION.
The Reporting Person has 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 Company, available opportunities for the Reporting
Person to acquire or dispose of Common Stock, and other business opportunities
available to the Reporting Person, and other relevant factors, the Reporting
Person may in the future take such actions with respect to his holdings in the
Company's Common Stock 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
Common Stock now owned or hereafter acquired by the Reporting Person, 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, the Reporting Person 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;
(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
Page 4 of 6 Pages
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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) The Reporting Person beneficially owns 1,751,345
shares of Common Stock, which shares represent approximately 6.6% of the issued
and outstanding shares of Common Stock.
The Reporting Person has sole power to vote or direct the vote
of 1,751,345 shares of Common Stock, shared power to vote or direct the vote of
no shares of Common Stock, sole power to dispose or direct the disposition of
1,751,345 shares of Common Stock, 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 as
described elsewhere herein, no transactions in Common Stock were effected by the
Reporting Person 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 Person 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 Reporting Person or the right to receive
or the power to direct the receipt of the proceeds from the sale of such shares.
(e) Not applicable.
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 Person 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.
None
Page 5 of 6 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: March 23, 2000
/s/ PANOS LEKKAS
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Panos Lekkas
Page 6 of 6 Pages
