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. 1)*
TELEHUBLINK CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
87942L 10 1
------------
(CUSIP Number)
James Martin Kaplan, Esq.
Blank Rome Tenzer Greenblatt LLP
405 LEXINGTON AVENUE, NEW YORK, NEW YORK 10174 (212) 885-5000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
JANUARY 27, 2000
-------------------------------------------------------
(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)
- ---------------------------------
* 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>
SCHEDULE 13D
- --------------------- --------------------
CUSIP NO. 87942L 10 1 PAGE 2 OF 9 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce W. Young
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,719,908
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,719,908
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,719,908
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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
<PAGE>
SCHEDULE 13D
- --------------------- --------------------
CUSIP NO. 87942L 10 1 PAGE 3 OF 9 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global Business Consultants Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 274,766
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
274,766
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,766
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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 9 Pages
<PAGE>
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 the following
persons (collectively, the "Reporting Persons"): (i) Bruce W. Young, President
and Chief Executive Officer and a director of the Company, and (ii) Global
Business Management Inc., a Massachusetts corporation ("Global").
The address of each of the Reporting Persons is 9 Westminster
Drive, Londonderry, New Hampshire 03053.
Mr. Young's principal occupation is President and Chief
Executive Officer of the Company, of which he is also a director. In addition,
Mr. Young is the sole stockholder and President of Global and, accordingly, is
considered the beneficial owner of shares of Common Stock owned by Global.
Global is engaged in the business of providing management consulting services.
(d) and (e)
During the last five years, neither of the Reporting Persons
has been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors).
During the last five years, neither of the Reporting Persons
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 and Global held 481,961
shares and 70,000 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
Page 4 of 9 Pages
<PAGE>
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 1,891,809
shares of Common Stock and Global acquired 274,766 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 Global acquired the
shares of TeleHub Common Stock held by it as of February 4, 1999 from its
working capital.
On February 4, 1999, the Company granted to Mr. Young stock
options to acquire an aggregate of 500,000 shares of Common Stock at an exercise
price of $0.8125 per share. Fifty percent of the options vested and became
exercisable on the date of grant, and the remaining fifty percent of the options
vested and became exercisable on February 4, 2000. In addition, on February 4,
1999, the Company granted to Mr. Young stock options to acquire an aggregate of
20,000 shares of Common Stock at an exercise price of $0.8125 per share, all of
which options vested and became exercisable on February 4, 2000.
On March 6, 2000, Mr. Young acquired from the Company,
pursuant to a private placement effected by the Company, 33,333 shares of Common
Stock for an aggregate purchase price of $100,000. Mr. Young acquired such
shares from his personal funds.
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 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, neither 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;
Page 5 of 9 Pages
<PAGE>
(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 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 2,719,908 shares of
Common Stock, which shares represent approximately 10.3% of the issued and
outstanding shares of Common Stock. The 2,719,908 shares include (i) 520,000
shares issuable upon exercise of options held by Mr. Young and (ii) 274,766
shares owned by Global, which shares represent approximately 1.0% of the issued
and outstanding shares of Common Stock.
Mr. Young has sole power to vote or direct the vote of
2,719,908 shares of Common Stock, shared power to vote ordirect the vote of no
shares of Common Stock, sole power to dispose or direct the disposition of
2,719,908 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
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
Page 6 of 9 Pages
<PAGE>
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.
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 between the Reporting Persons.
Page 7 of 9 Pages
<PAGE>
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/ BRUCE W. YOUNG
----------------------------------
Bruce W. Young
GLOBAL BUSINESS CONSULTANTS INC.
By: /s/ BRUCE W. YOUNG
-------------------------------
Bruce W. Young
President
Page 8 of 9 Pages
EXHIBIT 99.1
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 Amendment No. 1 to 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 Amendment No. 1 to Schedule 13D. In
evidence thereof, the undersigned hereby execute this Joint Filing Agreement as
of the 23rd day of March, 2000.
/s/ BRUCE W. YOUNG
---------------------------------
Bruce W. Young
GLOBAL BUSINESS CONSULTANTS INC.
By: /s/ BRUCE W. YOUNG
------------------------------
Bruce W. Young
President
Page 9 of 9 Pages
