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 1 OF 10 PAGES
<PAGE>
SCHEDULE 13D
- ---------------------
CUSIP NO. 87942L 10 1
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley A. 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 4,865,015
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 177,067
PERSON
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,865,015
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
177,067
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,042,082
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
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 10 PAGES
<PAGE>
SCHEDULE 13D
- ---------------------
CUSIP NO. 87942L 10 1
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Young Management Group 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 1,636,241
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,636,241
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,241
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
- --------------------------------------------------------------------------------
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 10 PAGES
<PAGE>
SCHEDULE 13D
- ---------------------
CUSIP NO. 87942L 10 1
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Young Technology Fund
- --------------------------------------------------------------------------------
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 2,091,588
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,091,588
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,091,588
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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 10 PAGES
<PAGE>
SCHEDULE 13D
- ---------------------
CUSIP NO. 87942L 10 1
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The SAY Family Limited Partnership
- --------------------------------------------------------------------------------
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 177,067
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Not applicable
PERSON
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
177,067
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,067
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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 10 PAGES
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per
share ("Common Stock"), of TeleHubLink Corporation, 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 ("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 served as a director of the Company until December 1, 1999.
YMG Inc. is engaged in the business of providing business
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.
(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
PAGE 6 OF 10 PAGES
<PAGE>
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.
On February 4, 1999, the Company granted to Mr. Young options
to purchase an aggregate of 20,000 shares of Common Stock at an exercise price
of $0.8125 per share. All of such options vested and became exercisable on
February 4, 2000.
As of January 27, 2000, Mr. Young and the Fund held 951,345
shares and 600,000 shares, respectively, 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, Mr. Young
acquired 951,345 shares of Common Stock and the Fund acquired 600,000 shares of
Common Stock.
Mr. Young acquired the shares of WEC Common Stock held by him
as of January 27, 2000 from his personal funds and the Fund acquired the shares
of WEC Common Stock held by it as of January 27, 2000 from its working capital.
PAGE 7 OF 10 PAGES
<PAGE>
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, 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;
(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
PAGE 8 OF 10 PAGES
<PAGE>
(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 5,042,082 shares of
Common Stock, which shares represent approximately 19.1% of the issued and
outstanding shares of Common Stock. The 5,042,082 shares include (i) 1,117,186
shares owned directly by Mr. Young, (ii) 20,000 shares of Common Stock issuable
upon exercise of options held by Mr. Young, (ii) 1,636,241 shares owned by YMG
Inc., (iii) 2,091,588 shares owned directly by the Fund, and (iv) 177,067 shares
owned by the Partnership.
Mr. Young has sole power to vote or direct the vote of
4,687,948 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 4,687,948 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 as
described elsewhere herein, no transactions in Common Stock were effected by any
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.
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 9 OF 10 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/ 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 10 OF 10 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/ 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
