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. 6)*
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)
July 31, 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 87942L 10 1 PAGE 2 OF 7 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
NUMBER OF
SHARES 1,967,748
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
Not applicable
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,967,748
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,967,748
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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)
7.4%
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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 7 Pages
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Item 1. SECURITY AND ISSUER.
This Amendment No. 6 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. 6 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 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.
Page 3 of 7 Pages
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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.
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.
On February 2, 1999, Mr. Cornstein was granted options to purchase
50,000 shares of Common Stock at a price of $1.875 per share.
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
Page 4 of 7 Pages
<PAGE>
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. Cornstein acquired an
additional 576,730 shares of Common Stock.
On February 4, 1999, Mr. Cornstein was granted options to purchase
20,000 shares of Common Stock at a price of $.8125 per share.
On March 19, 1999, Mr. Cornstein purchased 5,000 shares of Common Stock
in the open market at a price of $.46875 per share, and 5,000 shares of Common
Stock in the open market at a price of $.50 per share.
On March 6, 2000, Mr. Cornstein purchased, pursuant to a Common Stock
and Warrant Purchase Agreement, dated March 6, 2000, among the Company, Mr.
Cornstein and certain other investors, an aggregate of 83,333 shares of Common
Stock and warrants to purchase 83,333 shares of Common Stock for an aggregate
purchase price of $250,000. The warrants are exercisable until March 4, 2005 at
a price of $4.50 per share.
On July 13, 1999, Mr. Cornstein purchased $125,000 principal amount of
10% convertible subordinated debentures in a private offering by the Company.
Subsequently, Mr. Cornstein transferred $30,000 of his investment to various
individuals, and, as a result, Mr. Cornstein held $95,000 in principal amount of
the debentures. Effective July 31, 2000, Mr. Cornstein converted such debentures
in accordance with their terms and received 209,000 shares and warrants to
purchase 190,000 shares of Common Stock at an exercise price of $2.00 per share.
All of Mr. Cornstein's purchases of Common Stock, Public Warrants,
debentures and other warrants, as well as the funds representing the Seasonal
Secured Loan, 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.
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;
Page 5 of 7 Pages
<PAGE>
(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. Cornstein beneficially owns 1,967,748 shares of Common
Stock, consisting of (i) 1,394,415 shares of Common Stock held directly by him,
(ii) 135,000 shares of Common Stock issuable upon exercise of Public Warrants,
(iii) 90,000 shares of Common Stock issuable upon exercise of the Secured Loan
Warrants, (iv) 5,000 shares of Common Stock issuable upon exercise of the
Directors' Options, (v) 70,000 shares of Common Stock issuable upon exercise of
certain options, (vi) 83,333 shares of Common Stock issuable upon exercise of
certain warrants, and (vii) 190,000 shares issuable upon exercise of warrants to
purchase Common Stock received pursuant to the conversion of certain debentures.
The 1,967,748 shares of Common Stock beneficially owned by Mr. Cornstein
represent approximately 7.4% 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
1,967,748 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 1,967,748 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.
(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 Mr. Cornstein has certain
"piggyback" registration rights pursuant to the Warrant and Registration
Agreement.
Page 6 of 7 Pages
<PAGE>
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).
2. Form of Common Stock and Warrant Purchase Agreement, dated as of
March 6, 2000, by and among the Company, Mr. Cornstein and certain other
investors.
3. Form of Debenture issued in July 1999 private financing.
4. Form of Warrant issued in July 1999 private financing.
5. Form of Registration Rights Agreement entered into in connection
with July 1999 private financing.
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: August 15, 2000
/s/ DAVID B. CORNSTEIN
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David B. Cornstein
Page 7 of 7 Pages
