-----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, NSZ4vTzLoFN41vNYohirheMaRWO6Vgi/nbD/OO8jaoMMAzoHfvTB0+QemvHPjN6h a0KxWqfNc12/Bf7CzXc6cg== 0000914190-98-000229.txt : 19980527 0000914190-98-000229.hdr.sgml : 19980527 ACCESSION NUMBER: 0000914190-98-000229 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980526 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONELINK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000891389 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 411675041 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44305 FILM NUMBER: 98631422 BUSINESS ADDRESS: STREET 1: 10340 VIKING DR STREET 2: STE 150 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129969000 FORMER COMPANY: FORMER CONFORMED NAME: MARKETLINK INC DATE OF NAME CHANGE: 19950320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EIBENSTEINER RONALD E CENTRAL INDEX KEY: 0001062426 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WYNCREST CAPITAL INC STREET 2: 801 NICOLLET AVENUE, SUITE 1860 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123388948 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* OneLink Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 682676 10 1 ----------------------------------------------------------------------- (CUSIP Number) Ronald E. Eibensteiner 801 Nicollet Mall, Suite 1860 Minneapolis, Minnesota 55402 (612) 338-8948 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1997 ----------------------------------------------------------------------- (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 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 7 Pages SCHEDULE 13D - --------------------------- ----------------------------------------- CUSIP No. 682676 10 1 Page 2 of 7 Pages - --------------------------- ----------------------------------------- ---- -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ronald E. Eibensteiner ---- -------------------------------------------------------------------------- 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ---- -------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,388,000 (Includes 880,000 SHARES shares which may be acquired upon exercise of BENEFICIALLY currently exercisable options and warrants) OWNED BY --------- ------------------------------------------------------ EACH 8 SHARED VOTING POWER 0 REPORTING PERSON WITH --------- ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,388,000 (Includes 880,000 shares which may be acquired upon exercise of currently exercisable options and warrants) --------- ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,388,000 (Includes 880,000 shares which may be acquired upon exercise of currently exercisable options and warrants) ---- -------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.6% ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ---- -------------------------------------------------------------------------- - --------------------------- ----------------------------------------- CUSIP No. 682676 10 1 Page 2 of 7 Pages - --------------------------- ----------------------------------------- ---- -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wyncrest Capital, Inc. IRS I.D. No. 41-1763752 ---- -------------------------------------------------------------------------- 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) WC ---- -------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota ---- ------------- ------ ----------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 530,000 (Includes 130,000 shares SHARES which may be acquired upon exercise of currently BENEFICIALLY exercisable warrants) OWNED BY ------ ----------------------------------------------------- EACH 8 SHARED VOTING POWER 0 REPORTING PERSON WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 530,000 (Includes 130,000 shares which may be acquired upon exercise of currently exercisable warrants) ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,000 (Includes 130,000 shares which may be acquired upon exercise of currently exercisable warrants) ---- -------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ---- -------------------------------------------------------------------------- Page 3 of 7 Item 1. Security and Issuer. This filing relates to Common Stock, $.01 par value, of OneLink Communications, Inc. (the "Company"), 10340 Viking Drive, Eden Prairie, Minnesota 55344. Item 2. Identity and Background. Persons Filing: (a-1) Name: Ronald E. Eibensteiner (a-2)Business Address: Wyncrest Capital, Inc., 801 Nicollet Mall, Suite 1860, Minneapolis, MN 55402 (a-3)Principal Occupation: Independent private investor. Mr. Eibensteiner is also Chairman of the Board of the Company. (a-4)Mr.Eibensteiner has not, during the last five years, been convicted in a criminal proceeding. (a-5)Mr. Eibensteiner was not, during the last five years, a party to any civil proceeding as a result of which he 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. (b-1) Name: Wyncrest Capital, Inc. ("Wyncrest") (b-2) State of Incorporation: Minnesota (b-3)Principal Business and Address: Private Investment Firm: 801 Nicollet Mall, Suite 1860, Minneapolis, MN 55402 (b-4)Wyncrest has not, during the last five years, been convicted in a criminal proceeding. (b-5)Wyncrest was not, during the last five years, a party to any civil proceeding as a result of which it 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. Page 4 of 7 Executive Officers, Directors and Controlling Persons of Wyncrest: (c-1) Names: Ronald E. Eibensteiner (c-2)Business Addresses: The business address for Ronald E. Eibensteiner is set forth in (a-2) above. (c-3)Principal Occupations: Ronald E. Eibensteiner is an independent private investor. (c-4)No executive officer, director or controlling person of Wyncrest listed above was, during the last five years, convicted in a criminal proceeding. (c-5)No executive officer, director or controlling person of Wyncrest listed above was, during the last five years, a party to any civil proceeding as a result of which he 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. (c-6)Citizenship: All executive officers, directors and controlling persons of Wyncrest are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On September 17, 1997, Mr. Eibensteiner acquired two Units (each Unit consisting of 50,000 shares of Common Stock and a warrant to purchase 50,000 shares of Common Stock) in the Company's private placement at a purchase price of $50,000 per Unit. Personal funds were used for such acquisition. On September 17, 1997, Wyncrest acquired two Units in the Company's private placement in consideration of conversion of a promissory note in the principal amount of $100,000. The promissory note was initially acquired in May 1997 using working capital of Wyncrest. Item 4. Purpose of Transaction. The Reporting Persons acquired the securities of the Company for investment purposes. Page 5 of 7 Item 5. Interest in Securities of the Issuer. Mr. Eibensteiner beneficially owns 1,338,000 shares of the Company's Common Stock, representing 23.6% of the shares of Common Stock which would be outstanding assuming exercise of all options and warrants held by Mr. Eibensteiner and Wyncrest, consisting of 108,000 shares and currently exercisable options and warrants to purchase 750,000 shares held direct and 400,000 shares and currently exercisable warrants to purchase 130,000 shares held by Wyncrest. Wyncrest beneficially owns 530,000 shares of the Company's Common Stock, representing 10.3% of the shares of Common Stock which would be outstanding assuming exercise of all warrants held by Wyncrest. Mr. Eibensteiner has sole voting and investment power over the shares owned by him and, by virtue of his control of Wyncrest, has sole voting and investment power over the shares owned by Wyncrest. On May 14, 1998, Mr. Eibensteiner acquired, in a private transaction for no consideration, a warrant to purchase 500,000 shares of the Company's Common Stock at an exercise price of $1.50. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement SIGNATURE Afterreasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 22, 1998 /s/ Ronald E. Eibensteiner Ronald E. Eibensteiner WYNCREST CAPITAL, INC. By /s/ Ronald E. Eibensteiner Its President Page 6 of 7 EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree and consent to the filing of a joint Schedule 13D pursuant to the Securities Exchange Act of 1934 on behalf of each of the undersigned. The parties hereto agree that the information in such Schedule 13D is true and correct as to each of them. /s/ Ronald E. Eibensteiner Ronald E. Eibensteiner WYNCREST CAPITAL, INC. By /s/ Ronald E. Eibensteiner Its President -----END PRIVACY-ENHANCED MESSAGE-----