-----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, Sh+2NOwzJJ6ZRXjaUqQ68J0xOzolBAMxhiC6d5IiOdNZYzreIUEY70QC94X2gSyr wxRh6f7tSwBIkfg0tIqZeA== 0001047469-99-036864.txt : 19990928 0001047469-99-036864.hdr.sgml : 19990928 ACCESSION NUMBER: 0001047469-99-036864 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELENETICS CORP CENTRAL INDEX KEY: 0000810018 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 330061894 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39904 FILM NUMBER: 99717492 BUSINESS ADDRESS: STREET 1: 26772 VISTA TERRACE DR CITY: LAKE FOREST STATE: CA ZIP: 92630 BUSINESS PHONE: 9494554000 MAIL ADDRESS: STREET 1: 26772 VISTA TERRACE DR CITY: LAKE FOREST STATE: CA ZIP: 92630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIBICOFF HARVEY CENTRAL INDEX KEY: 0001044771 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1990 WESTWOOD BLVD STREET 2: SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3104467707 MAIL ADDRESS: STREET 1: 1990 WESTWOOD BLVD STREET 2: SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Telenetics Corporation -------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------- (Title of Class of Securities) 87943P408 -------------------------------------------------------- (CUSIP Number) Michael Armani, President Telenetics Corporation 2511 Arctic Ocean Lake Forest, CA 92630 (949) 455-4000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 14, 1998 -------------------------------------------------------- (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(b)(3) or (4), check the following box / /. 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. 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). (Continued on following page(s)) Page 1 of 4 Pages --- CUSIP No. 87943P408 13D Page 2 of 4 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Harvey Bibicoff - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) Not Applicable of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only ___________________ - ------------------------------------------------------------------------------- (4) Source of Funds* PF - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power by Each Reporting Person With 703,478 -------------------------------------------------- (8) Shared Voting Power Not Applicable -------------------------------------------------- (9) Sole Dispositive Power 703,478 -------------------------------------------------- (10) Shared Dispositive Power Not Applicable - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 703,478 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* Not Applicable - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.27% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 4 Pages --- --- ITEM 1. SECURITY AND ISSUER Common Stock Telenetics Corporation, 25111 Arctic Ocean, Lake Forest, CA 92630 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Harvey Bibicoff (b) Business address: 1990 Westwood Blvd., #310 Los Angeles, CA 90025 (c) Present principal occupation: President & CEO, Bibicoff & Associates, Inc.; corporate marketing and strategic planning (d) Not Applicable (e) Not applicable (f) Citizenship: USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Except for 100,000 shares that were acquired by the reporting person for services rendered to the issuer pursuant to a Consulting Agreement dated October 20, 1998 (the "Consulting Agreement") between the reporting person and the issuer, all shares of the issuer's common stock were purchased by the reporting person utilizing his checking account and personal funds. ITEM 4. PURPOSE OF TRANSACTION The sole purpose for the reporting person's acquisition of the shares of the issuers common stock was for investment. The reporting person has no present plans or proposals which relate to or would result in any of the events enumerated in subparagraphs (a)-(j) of this item of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Number of shares of common stock: 703,478* Percentage of class of securities: 7.27% (b) Sole power to vote: 703,478 Shared power to vote: Not Applicable Sole power to dispose: 703,478 Shared power to dispose: Not Applicable - -------------- * Includes 71,429 shares of the issuer's Series B Convertible Preferred stock convertible into the issuer's common stock on a share-for-share basis; stock purchase warrants presently exercisable for the purchase of 71,429 shares of the issuer's common stock at $1.875 per share; warrants for the purchase of 120,000 shares of the issuer's common stock at $1.00 per share; and options presently exercisable for the purchase of 80,000 shares of the issuer's common stock at $0.25 per share. Page 4 of 4 Pages --- --- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (Continued) (c) The reporting person has not had any transactions in the issuer's common stock, except as described herein. The transactions described herein occurred over a period from October 12, 1998 through May 28, 1999 and consist of 100,000 shares of common stock issued to the reporting person for services rendered pursuant to the Consulting Agreement; 160,000 shares of common stock purchased by the reporting person at $0.25 per share upon his exercise of stock options granted to the reporting person pursuant to the Consulting Agreement; options for the purchase of 80,000 shares of the issuer's common stock at $0.25 per share which are presently exercisable; warrants to purchase 120,000 shares of common stock of the issuer exercisable at $1.00 per share acquired in an exempt issuer offering; 71,429 shares of Series B Convertible Preferred stock purchased in an exempt issuer offering for cash consideration of $133,929 convertible into common stock on a share-for-share basis, and warrants for the purchase of 71,429 shares of common stock exercisable at a price of $1.875 per share; and the remaining shares of common stock of the issuer purchased in open market transaction at various prices. (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Consulting Agreement with the issuer, which was for a term of twelve months commencing October 15, 1998, the reporting person was issued (after giving effect to the issuer's 1-for-5 reverse stock split of its common stock) 100,000 shares of the issuer's common stock for services rendered and options for the purchase of 240,000 shares of common stock at $0.25 per share. In addition, the Consulting Agreement provided that if the reporting person was successful in directly introducing the issuer to a source of capital, the reporting person would receive a finder's fee of 3 (three) percent of any amount issued if there is another finder to be compensated or five (five) percent if there is not other finder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following agreement is filed as an exhibit to this Schedule 13D; (1) None (2) None (3) Consulting Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 7, 1999 ---------------------------------------- (Date) /s/ HARVEY BIBICOFF ---------------------------------------- (Signature) ---------------------------------------- (Name/Title) EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 [LETTERHEAD] October 20, 1998 Mr. Michael Armani Chief Executive Officer Telenetics Corporation 26772 Vista Terrace Drive Lake Forest, CA 92630 Dear Michael: This will confirm our understanding and agreement regarding the relationship between Bibicoff & Associates, Inc. ("Bibicoff") and Telenetics Corporation ("Telenetics"): 1. Bibicoff will be the exclusive representative of Telenetics in the areas of stockholder and financial community relations and will serve as a consultant to the Board of Directors in its relations with the investment community. 2. The term of our Agreement will be for twelve months beginning on October 15, 1998. The Agreement may be terminated by Telenetics for the following reasons only: (a) Harvey Bibicoff leaves Bibicoff or sells a controlling interest to another entity or person, or (b) Harvey Bibicoff becomes disabled. Disabled in this case means unable to perform his usual duties for eight consecutive weeks or nine weeks out of twelve weeks. 3. Bibicoff will be paid a fee of $10,500 per month plus actual out-of-pocket expenses. Thirty percent of the fee will be paid when billed and seventy percent will be accrued until such time as the company completes a financing of one million dollars or more. 4. In addition to the above fee, Bibicoff will be granted 500,000 shares of stock and will be granted options to purchase 1,500,000 shares of stock at an exercise price of $.05 per share. It is understood that both the shares purchased and the shares into which the options are exercisable ("option shares") are not registered and may not be sold unless they are registered or unless they are exempt from registration. Bibicoff will have piggyback registration rights on both the shares and option shares. The options will vest and be issued 500,000 upon execution of this Agreement, 500,000 at the end of six months and 500,000 at the end of twelve months. Should Telenetics terminate this Agreement without cause, all of its financial obligations pursuant to the Agreement would continue and any unvested options would immediately vest. Should Telenetics terminate this Agreement with cause, then the financial obligations of Telenetics would cease and any unvested options would be terminated. Should Bibicoff terminate the Agreement for reasonable cause, all of the financial obligations of Telenetics would continue and any unvested options would vest immediately. Should Bibicoff terminate the Agreement without cause, all of the financial obligations of Telenetics would cease and any unvested options would vest immediately. 5. Should Bibicoff be successful in directly introducing Telenetics to a source of capital, Bibicoff would receive a finders fee of 3% of any amount raised if there is another finder to be compensated or 5% if there is no other finder to be compensated. 6. It is the intent of the parties to this Agreement that Bibicoff will have meaningful input into all decisions that directly affect the stockholders and financial community e.g. where the shares are to be listed; possible splits; selection of materials to be used in the financial relations program; timing of information releases. 7. Bibicoff will continuously receive current information regarding the status of the company. The information will be materially complete and correct and will not contain any untrue statements of material fact or omit to state a material fact needed to make the statements not misleading. In the material which is currently public information provided by Telenetics, there are no untrue statements of material fact nor are there omissions of material fact needed to make the information not misleading. 8. Bibicoff will represent no more than three public companies without the prior written consent of Telenetics. If the above is acceptable to you, please so indicate by signing in the space provided below. Very truly yours, /s/ HARVEY BIBICOFF ---------------------------------- Harvey Bibicoff Chief Executive Officer AGREED TO AND ACCEPTED /s/ MICHAEL ARMANI - ----------------------------- Telenetics Corporation, by Michael Armani, CEO -----END PRIVACY-ENHANCED MESSAGE-----