-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6cFOXC6VuBB60iwTHQsvuDh5adt5wvpG2d0XKb0J9xZ+Fca47jp+riSzJWAA3NQ xCxsc/JzYTEWSU8qhJxkcw== 0000889812-96-001690.txt : 19961115 0000889812-96-001690.hdr.sgml : 19961115 ACCESSION NUMBER: 0000889812-96-001690 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961113 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALL-COMM MEDIA CORP CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-05829 FILM NUMBER: 96661723 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-342-28 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL GAMING CORP DATE OF NAME CHANGE: 19890518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALESLINK LTD CENTRAL INDEX KEY: 0001017457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 102 LANGE HERENTALSE ST CITY: ANTWERPEN BELGIUM ZIP: 00000 MAIL ADDRESS: STREET 1: 102 LANGE HERENTALSE ST CITY: ANTWERPEN BELGIUM SC 13D/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALL-COMM MEDIA CORPORATION (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 016627101 (CUSIP Number) Mendel Klein 102 Lange Herentalse Straat Antwerpen, Belgium (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 10, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) NOTE: Six copies of this statement, including all exhibits should be filed with the Commission. See Rule 13d-1(a) 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). Schedule 13D CUSIP No. 016627101 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Saleslink Ltd. 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 British Virgin Islands 7. SOLE VOTING POWER N/A 8. SHARED VOTING POWER N/A 9. SOLE DISPOSITIVE POWER 1,583,333 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,333 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.19% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT Item 5. Interest in Securities of the Issuer. (a) and (b) Saleslink Ltd. ("Saleslink") holds 1,000 shares of Series C Convertible Preferred Stock (the "Preferred Stock") of All-Comm Media Corporation (the "Company") convertible, at the option of the holder, into 83,333 shares of Common Stock at a price of $6.00 per share. In addition, Saleslink holds warrants ("Warrants") to purchase an aggregate of 1,500,000 shares of Common Stock at a price of $3.00 per share. Assuming that the Preferred Stock and the Warrants were converted and exercised, as the case may be, and that the total number of outstanding shares of the Company's Common Stock is 3,186,734 prior to such conversion and exercise, the number of shares owned by Saleslink would represent approximately 33.19% of the total outstanding. (c) Pursuant to a private placement ("Private Placement"), on June 13, 1996, Saleslink purchased from the Company a Convertible Note in the principal amount of $500,000 (the "Note"). The Note is payable on June 1, 1998 and accrues interest at the rate of 8% per annum. The interest rate will be raised to 24% if by January 3, 1997, the Company will not have filed a registration statement (the "Registration Statement") with respect to the Common Stock issuable upon conversion and exercise of the Note and the Warrants, respectively. For each $100,000 of principal amount Saleslink also received Warrants to purchase 300,000 shares at $3.00 per share for a period of three years. The expiration date of the Warrants will be extended by one day for each day after February 1, 1997 on which the Registration Statement is not in effect. On September 10, 1996, Saleslink and the Company agreed to rescind the purchase of securities under the Private Placement and enter into a new private placement purchase agreement whereby Saleslink purchased securities having an equivalent value except that, instead of the Note, Saleslink purchased the Preferred Stock. Item 6. Contracts, Arrangements, Understandings or Relationships Item 7. Material to be Filed as Exhibits (1) Letter of recission and purchase dated September 10, 1996. (2) Certificate of Designation of Series C Convertible Preferred Stock. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 13, 1996 SALESLINK LTD. By: /s/ Mendel Klein _________________________ Mendel Klein, President EX-99.1 2 LETTER OF RECISSION AND PURCHASE Exhibit 1 September 10, 1996 SALESLINK LTD. P.O. Box 362 Road Town Tortola British Virgin Islands Dear Subscriber: We refer to the Private Placement Agreement between you and the Company dated June 7, 1996 (the "Prior Agreement"). The Prior Agreement is hereby rescinded, as if it had never been signed. You will promptly deliver to the Company, for cancellation, all instruments which were delivered to you under the Prior Agreement. Concurrently herewith, the Company and you are entering into a Private Placement Purchase Agreement dated as of this date and effective as of June 7, 1996 (the "New Agreement"). Amounts paid by you to the Company under the Prior Agreement are deemed to have been returned to you by the Company and to have been immediately reinvested by you as the full purchase price for securities purchased by you under the New Agreement. Please confirm your agreement with the foregoing by signing and returning the enclosed copy of this letter. ALL-COMM MEDIA CORPORATION By_____/s/__________________ E. William Savage President Agreed: _____/s/_____________ By: Mendel Klein EX-99.2 3 CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK Exhibit 2 CERTIFICATE OF THE DESIGNATIONS, VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIESC CONVERTIBLE PREFERRED STOCK OF ALL-COMM MEDIA CORPORATION ("Certificate of Designation") The undersigned hereby certifies that he is duly elected and acting President and Secretary of ALL-COMM MEDIA CORPORATION, a Nevada corporation (the "Company"), and pursuant to Nev. Rev. Stat Section 78.1955, DOES HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Company by Article VI of the Amended and Restated Articles of Incorporation (the "Articles"), the Board of Directors of the Company by unanimous written consent, adopted the following resolution creating a series of Preferred Stock designated as Series C Convertible Preferred Stock: RESOLVED that the designation of the above referenced stock shall be: SERIES C CONVERTIBLE PREFERRED STOCK 1. The shares of such series shall be designated as "Series C Convertible Preferred Stock" (the "Preferred Stock") and the number of shares constituting the preferred Stock shall be 2,000. The holders of the Preferred Stock in preference to the holders of Junior Stock (as hereinafter defined) shall be entitled to receive a dividend payable only upon redemption or credited against conversion which shall accrue at the rate of $40.00 [8%] per annum per share (pro rated for any portion thereof) from and after June 7, 1996. A separate agreement provides for the filing by the Company of a registration statement for the sale of the shares issuable on conversion of the Preferred Stock. Notwithstanding anything to the contrary set forth herein, if the registration statement is not effective by October 7, 1996, then, in addition to the holders' other remedies: a) the dividend rate under the Preferred Stock shall be increased to 24% per annum (or, if less, the highest rate permitted by law) until the registration statement is declared effective, and b) at holders' option, the Preferred Stock shall not be redeemed by the Company and shall remain convertible and accrue dividends, until such date as is designated by Subscriber but not later than 180 days after the effectiveness of the registration statement. 2. The Preferred stock shall be preferred as to assets over the Junior Stock so that, in the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock shall be entitled to have set apart for the holders of Junior stock, an amount in cash equal to, and in no event more than, $500 per share of Preferred Stock, plus all accrued and unpaid dividends thereon. If, upon such liquidation, dissolution or winding-up of the Company, the assets of the Company available for distribution to the holders of its stock be insufficient to permit the distribution in full of the amounts receivable as aforesaid by the holders of Preferred Stock, then all such assets of the Company shall be distributed ratably among the holders of Preferred Stock in proportion to the amounts which each would have been entitled to receive if such assets were sufficient to permit distribution in full as aforesaid. Neither the consolidation nor merger of the Company nor the sale, lease or transfer by the Company of all or any part of its assets shall be deemed to be a liquidation, dissolution or winding-up of the Company for the purposes of this paragraph. 3. The Company shall be obligated to redeem all of the Preferred Stock on June 7, 1998 to the extent that the Preferred Stock has not theretofore been converted under Section 4. The Preferred Stock shall automatically be deemed converted under Section 4 on June 7, 1998 unless the registration statement referred to below has not theretofore been declared effective, or unless the Company's common stock is not then trading on NASDAQ. The redemption price shall be payable in cash and shall be equal to $500 per share, plus al accrued and unpaid dividends thereon. The registration statement means the registration statement which the Company is required by separate agreement to file in respect of the shares of common stock issuable on conversion of the Preferred Stock. 4. The holder shall have the right at any time prior to maturity, in its sole discretion, to convert first then outstanding accrued dividends and then the Preferred Stock, in whole or in part, into a number of shares (the "Conversion Shares") of the Company"s common stock (the "Common Stock") equal to the amount of dividends and redemption value converted divided by the Conversion Price. The Conversion Price means a price per share equal to $6.00 per share. In the event that the holder elects to exercise its conversion rights hereunder, it shall give to the Company written notice of such election and shall surrender his Preferred Stock to the Company for cancellation. The Company shall at all times reserve and keep available out of its authorized and unissued common stock, solely for issuance upon the conversion of the Preferred Stock as herein provided, such number of shares of common stock as shall from time to time be issuable upon the conversion of the Preferred Stock. The Preferred Stock shall be convertible only to the extent that authorized but unissued shares of Common Stock of the Company are available for such conversion. In case the Company shall issue common stock as a dividend upon common stock or in payment of a dividend thereon, shall subdivide the number of outstanding shares of its common stock into greater number of shares, the number of outstanding shares of its common stock into a lesser number of shares, the number of Conversion Shares to which the holder is entitled to receive shall be adjusted, effective at the close of business on the date such shares of common stock are to be issued, so that the Conversion Shares shall be equal to the product obtained by multiplying the Conversion Shares in effect immediately prior to the close of business on such date by a fraction, the denominator of which shall be the number of shares of common stock outstanding immediately prior to such dividend, subdivision, or contraction, and the numerator of which shall be the number of shares of common stock outstanding immediately after such dividend, subdivision or contraction. If any capital reorganization or reclassification of the common stock, or consolidation, or merger of the Company with or into another corporation, or the sale or conveyance of all substantially all of its assets to another corporation shall be effected, then, as a condition precedent of such reorganization or sale, the following provision shall be made: The holder of the Preferred Stock shall form and after the date of such reorganization or sale have the right to receive (in lieu of the shares of common stock of the Company immediately theretofore receivable with respect to such Preferred Stock, upon the exercise of conversion rights), such shares of stock, securities or assets as would have been issued or payable with respect to or in exchange for the number of outstanding shares of such common stock immediately thertofore receivable with respect to such Preferred Stock. In any such case, appropriate provision shall be made with respect to the rights and interests of the holders to the end that such conversion rights (including, without limitation, provisions for appropriate adjustments) shall thereafter be applicable, as nearby as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. 5. The holders of the Preferred Stock shall have no voting rights except as expressly provided by law. 6. The term "Junior Stock" shall mean the Common Stock and those series of Preferred Stock which, by the terms of the Certificate of Incorporation or of the Instrument by which the Board of Directors, acting pursuant to authority granted in the Certificate of Incorporation, shall designate the special rights and limitations of each such class and series of stock and series of Preferred Stock, shall be subordinate to the Preferred Stock in respect of the right of the holders thereof to receive dividends or to participate in the assets of the Company distribute to stockholders upon any liquidation, dissolution or winding-up of the Company. 7. Subject to the immediately proceeding provisions of this Certificate of Designation, the Board of Directors of the Company may amend the powers preferences and relative, participating, optional and other special rights of the Preferred Stock as provided herein without vote of the shareholders. IN WITNESS WHEROF, the Corporation has caused this Certificate to be duly executed in its corporate name on this 10th day of September 1996. ALL-COMM MEDIA CORPORATION BY____/s/_______________________ Name: E. William Savage Title: President and Secretary State of California County of Los Angeles This instrument was acknowledges before me on September 10, 1996 be E. William Savage, as President and Secretary of ALL-COMM MEDIA CORPORATION. ___/s/___________________ Notary Public -----END PRIVACY-ENHANCED MESSAGE-----