-----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, MgylTxDQ5rTDuRn/JG2btKE5zIOI+FR1T5wAMTxSEOstkzo17tZZkXt25fKoNMxb iUwGOZvI/eB7ixL8MW7H9A== /in/edgar/work/0000921530-00-000201/0000921530-00-000201.txt : 20000930 0000921530-00-000201.hdr.sgml : 20000930 ACCESSION NUMBER: 0000921530-00-000201 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000928 GROUP MEMBERS: BROWN SIMPSON ASSET MANAGEMENT LLC GROUP MEMBERS: BROWN SIMPSON PARTNERS I, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK NET INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: [3661 ] IRS NUMBER: 954599440 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49551 FILM NUMBER: 730547 BUSINESS ADDRESS: STREET 1: 1735 TECHNOLOGY WAY STREET 2: STE 790 CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 4083671700 MAIL ADDRESS: STREET 1: 1705 TECHNOLOGY WAY STREET 2: SUITE 790 CITY: SAN JOSE STATE: CA ZIP: 95125 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 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: BROWN SIMPSON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001118481 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122478200 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 0001.txt SCHEDULE 13G RE DATALINK.NET, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* DATALINK.NET, INC. ------------------ (Name of Issuer) Common Stock, $.01 Par Value ---------------------------- (Title of Class of Securities) 23804A206 --------- (CUSIP Number) September 22, 2000 ------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *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 disclosure 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). Continued on following page(s) Page 1 of 10 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No. 23804A206 Page 2 of 10 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON PARTNERS I, LTD. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 806,000 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 806,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 806,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 5.70% 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23804A206 Page 3 of 10 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON ASSET MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 806,000 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 806,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 806,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 5.70% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages Item 1(a) Name of Issuer: Datalink.net, Inc . (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1735 Technology Drive, Suite 790, San Jose, California 95110. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Brown Simpson Partners I, Ltd., a Cayman Islands corporation ("Brown Simpson Partners I") and ii) Brown Simpson Asset Management, LLC, a New York limited liability company ("Brown Simpson Asset Management"). Brown Simpson Asset Management serves as the investment manager to Brown Simpson Partners I pursuant to an investment management contract. Each of Mitchell D. Kaye, James R. Simpson, Evan M. Levine and Matthew C. Brown holds a 23.75% interest and Peter D. Greene holds a 5% interest in Brown Simpson Asset Management. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of Brown Simpson Asset Management is Carnegie Hall Tower, 152 West 57th Street, 40th Floor, New York, NY 10019. The address and principal business of Brown Simpson Partners I is Walkers Attorneys-at-Law, P.O. Box 265 GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. Item 2(c) Citizenship: i) Brown Simpson Partners I is a Cayman Islands corporation and ii) Brown Simpson Asset Management is a New York limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $.01 par share (the "Shares"). Item 2(e) CUSIP Number: 23804A206 Page 5 of 10 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of September 28, 2000, each of the Reporting Persons may be deemed the beneficial owner of the 806,000 Shares held for the account of Brown Simpson Partners I. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes approximately 5.70% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Brown Simpson Partners I ------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 806,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 806,000 Brown Simpson Asset Management ------------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 806,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 806,000 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of Brown Simpson Partners I have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Brown Simpson Partners I in accordance with their ownership interests in Brown Simpson Partners I. Page 6 of 10 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 28, 2000 BROWN SIMPSON PARTNERS I, LTD. By: /S/ PETER D. GREENE ------------------------------- Peter D. Greene Attorney-in-Fact Date: September 28, 2000 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /S/ PETER D. GREENE ------------------------------- Peter D. Greene Managing Principal Page 8 of 10 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of September 28, 2000, by and between Brown Simpson Partners I, Ltd. and Brown Simpson Asset Management, LLC....................................... 9 B. Power of Attorney, dated as of April 4, 2000, granted by Brown Simpson Partners I, Ltd. in favor of Matthew C. Brown, Peter D. Greene, Mitchell D. Kaye, Evan M. Levine and James R. Simpson.................................................. 10 EX-99.A 2 0002.txt EXIBIT A - JOINT FILING AGREEMENT Page 9 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Datalink.net, Inc., dated as of September 28, 2000, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: September 28, 2000 BROWN SIMPSON PARTNERS I, LTD. By: /S/ PETER D. GREENE ------------------------------- Peter D. Greene Attorney-in-Fact Date: September 28, 2000 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /S/ PETER D. GREENE ------------------------------- Peter D. Greene Managing Principal EX-24 3 0003.txt EXHIBIT B - POWER OF ATTORNEY Page 10 of 10 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned BROWN SIMPSON PARTNERS I, LTD., an exempted limited company organized and existing under the laws of the Cayman Islands (the "Company"), does, pursuant to duly adopted resolutions of its Directors dated as of the date hereof, hereby designates, constitutes and appoints: MATTHEW C. BROWN of 152 West 57th Street, 40th Floor, New York, NY 10019; PETER D. GREENE of 152 West 57th Street, 40th Floor, New York, NY 10019; MITCHELL D. KAYE of 152 West 57th Street, 40th Floor, New York, NY 10019; EVAN M. LEVINE of 152 West 57th Street, 40th Floor, New York, NY 10019; and JAMES R. SIMPSON of 152 West 57th Street, 40th Floor, New York, NY 10019, or any one of them, acting singly and not jointly, as its true and lawful agents and attorneys-in-fact (each, an "Attorney-in-Fact"), and with full power of substitution, to take any and all such actions on behalf of the Company as he, in his sole discretion, considers necessary, advisable or desirable, including, without limitation, the negotiation, execution and delivery, in the name of and on behalf of the Company, of any all agreements, deeds, instruments, receipts, certificates, notes, filings and other documents. Each Attorney-in-Fact is hereby authorized and empowered to perform all other acts and deeds that he in his sole discretion deems necessary or advisable to carry out to the fullest extent the terms and the intent of the foregoing. This Power of Attorney shall be valid for the period from the date hereof through December 31, 2001. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as a deed on behalf of the Company this 4th day of April, 2000. BROWN SIMPSON PARTNERS I, LTD. By: /S/ EUROPEAN FUND SERVICES LTD. ----------------------------------- European Fund Services Ltd. Director -----END PRIVACY-ENHANCED MESSAGE-----