SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* MAX INTERNET COMMUNICATIONS, INC. --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 --------------------------------------------------------------------- (Title of Class of Securities) 928957 10 9 --------------------------------------------------------------------- (CUSIP Number) J. David Washburn, Esq. Arter & Hadden LLP 1717 Main Street, Suite 4100 Dallas, Texas 75201 214.761.2100 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 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 sec. 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 Rule 13d-7 for the 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NUMBER: 928957 10 9 Schedule 13D ================================================================= = (1) Name of Reporting Person Bruno Kling I.R.S. Identification Nos. of Above Person (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group (see instructions) (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 Germany Number of Shares (7) Sole Voting 1,500,000 Power Beneficially (8) Shared Voting 0 Owned by Each Power Reporting Person (9) Sole Dispositive 1,500,000 Power with: (10) Shared Dispositive 0 Power (11) Aggregate Amount Beneficially Owned 1,500,000 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 8.5% Amount in Row (11) (14) Type of Reporting Person (see instructions) IN ================================================================= -2- SCHEDULE 13D ------------ Filed Pursuant to Rule 13d-1 ITEM 1. Security and Issuer. ------------------- This Statement on Schedule 13D relates to the common stock, par value $.0001 per share (the "Common Stock") of Max Internet Communications, Inc. (the "Issuer") and is originally filed by Bruno Kling (the "Reporting Person") on July 25, 2000. The Issuer's principal executive offices are located at 8115 Preston Road, Eighth Floor - East, Dallas, Texas 75225. ITEM 2. Identity and Background. ----------------------- (a) NAME. The name of the Reporting Person is Mr. Bruno Kling. (b) BUSINESS ADDRESS. The business address for the Reporting Person is Hinter der Mauer 92, Bad Vilbel, Germany. (c) OCCUPATION AND EMPLOYMENT. The Reporting Person is currently Chairman of the Supervisory Board of Kling Jenks Wertpapierhandesbank AG. The business address for Kling Jenks Wertpapierhandesbank AG is Frankfurter Strasse 132, Bad Vilbel, Germany. (d)and(e) PROCEEDINGS. During the previous five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CITIZENSHIP. The Reporting Person is a citizen of Germany. ITEM 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The Reporting Person is the beneficial owner of 1,500,000 shares of the Issuer's Common Stock for which he paid an aggregate of $4,500,000 (U.S.). The source of cash consideration used by the Reporting Person for the Common Stock acquired was personal funds without borrowing or otherwise obtaining these funds from a third party. ITEM 4. Purpose of Transaction. ----------------------- The Reporting Person has acquired an interest in the Issuer as an investment and with a view toward making a profit therefrom. Based on a number of factors, including the Reporting Person's evaluation of the Issuer's business prospects and financial condition, the market for the Issuer's shares, general economic and stock market conditions and other investment opportunities, -3- the Reporting Person may purchase additional securities of the Issuer through open market or privately negotiated transactions, or may dispose of all or a portion of the securities of the Issuer now or hereafter owned by him. The Reporting Person does not have any current plans or proposals which would relate to or would result in: * any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; * a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; * any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; * any material change in the present capitalization or dividend policy of the Issuer; * any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; * changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person; * causing a class of securities of the Issuer 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; * a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above. ITEM 5. Interests in Securities of the Issuer. ------------------------------------- (a) Aggregate Number and Percentage of Securities. The Reporting Person is the beneficial owner of 1,500,000 shares of Common Stock of the Issuer, representing approximately 8.5% of the class (based upon 17,734,242 shares of Common Stock outstanding at June 1, 2000 pursuant to the Issuer's Registration Statement on Form S-3 (Registration Statement No. 333-31392) declared effective by the U.S. Securities and Exchange Commission as of July 12, 2000). (b) Power to Vote and Dispose. The Reporting Person has sole voting and dispositive power over the shares identified in response to Item 5(a) above. -4- (c) Transactions Within the Past 60 Days. Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof. (d) Certain Rights of Other Persons. Not applicable. (e) Date Ceased to be a 5% Owner. Not applicable. ITEM 6. Contracts, Arrangements, or Understandings or --------------------------------------------- Relationships with Respect to Securities of the Issuer. --------------------------------------------------------- The Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities. ITEM 7. Material to be Filed as Exhibits. --------------------------------- None. [Signature Page Follows] -5- After reasonable inquiry, and to the best of the Reporting Person's knowledge and belief, the undersigned certifies that the information set forth in this Schedule is true, complete and correct. Date: July 25, 2000 /s/ Bruno Kling ------------------------------- Bruno Kling Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -6-