-----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, Q1lKiw1NyBNrpRZHxv1WYxXDv7GSyYykx6BSu2WXQDpqGG0FDifUlRomjkXYBjix 9DqC+TZ/7iDkSNmhhmkw/A== 0000931763-98-002627.txt : 19981014 0000931763-98-002627.hdr.sgml : 19981014 ACCESSION NUMBER: 0000931763-98-002627 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 353574355 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49551 FILM NUMBER: 98724007 BUSINESS ADDRESS: STREET 1: 1735 TECHNOLOGY WAY STREET 2: STE 790 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4083671700 MAIL ADDRESS: STREET 1: 1705 TECHNOLOGY WAY STREET 2: SUITE 790 CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: PLATINUM PRODUCTIONS INC /CO DATE OF NAME CHANGE: 19930803 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIDDY ROBERT L CENTRAL INDEX KEY: 0000923232 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1800 PHOENIX BLVD STREET 2: STE 126 CITY: ATLANTA STATE: GA ZIP: 30349 BUSINESS PHONE: 7709072586 MAIL ADDRESS: STREET 1: 1800 PHOENIX BLVD STREET 2: STE 126 CITY: ATLANTA STATE: GA ZIP: 30349 SC 13D 1 FILING OF ROBERT L. PRIDDY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Datalink Systems Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 23804A206 (CUSIP Number) Robert B. Goldberg 3490 Piedmont Road Suite 400 Atlanta, Georgia 30305 (404) 233-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) for other parties to whom copies are to be sent. * 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. 23804A206 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert L. Priddy - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) 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 U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 260,000 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING ----------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 260,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 2 SCHEDULE 13D ITEM 1. The title of the class of equity securities to which this statement relates is Common Stock, par value $.01 per share (the "Common Stock"). The name of the issuer is Datalink Systems Corporation (the "Company"). The principal executive offices of the Company is 1735 Technology Park, Suite 790, San Jose, California 95110. ITEM 2. IDENTIFY AND BACKGROUND The following information is provided for each person: (a) Name. Robert L. Priddy. (b) Address. 9410 Laguna Niguel Drive, #104, Las Vegas, Nevada 89134. (c) Principal Occupation and Employment. Robert L. Priddy is a principal of RMC Capital, LLC, a private investment company. (d) Criminal Proceedings. None. (e) Civil proceedings. None (f) Citizenship. United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Personal funds. ITEM 4. PURPOSE OF TRANSACTION All of the reported shares are held for investment purposes. However, the reporting person has discussed with the Company the possibility of securing a seat on the Board of Directors of the Company. The reporting person has no plans or proposals which relate to or would result in: (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, organization 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) Except as indicated above, 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; 3 (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws 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 Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Number of Shares/Percentage of Class Beneficially Owned. Robert L. Priddy beneficially owns a total of 260,000 shares of the Company's Common Stock representing approximately 11.9% of the outstanding shares of Common Stock based on 2,028,955 shares of Common Stock outstanding as indicated by the Company as of June 30, 1998. Included in the number of shares beneficially owned are 100,000 shares of Common Stock which may be received by Robert Priddy upon his conversion of 100,000 shares of the Company's convertible preferred stock and 50,000 shares of the Company's Common Stock which may be received by Robert Priddy upon the exercise of presently exercisable warrants at $5.00 per share. If all of the Company's outstanding convertible preferred stock was converted into Common Stock, then Robert Priddy's percentage ownership of the Company's Common Stock would be only 5.4% (assuming 2,740,000 shares of convertible preferred stock outstanding). (b) Nature of Ownership. Robert L. Priddy has sole power to vote and direct the disposition of all 260,000 of the reported shares (assuming exercise of the warrants referred to above). (c) Recent Transactions. The following is a list of all transactions in the Company's Common Stock by Robert L. Priddy during the 60 days preceding the date of this Schedule 13D. The shares below were bought by Robert L. Priddy in open market transactions through the NASDAQ market system: Date of Transaction Number of Shares Price Per Share 09/23/98 100,000 $1.43 10/08/98 10,000 $.715 (d) Rights to Dividends or Proceeds. None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None. 4 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. October 9, 1998 - --------------- Date /s/ Robert L. Priddy ------------------------------------ Robert L. Priddy Name/Title 5 -----END PRIVACY-ENHANCED MESSAGE-----