SC 13D 1 g67581sc13d.txt I-LINK INCORPORATED 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. ) I-LINK, INCORPORATED (Name of Issuer) COMMON STOCK (Title of Class of Securities) 449927-10-2 (CUSIP Number) ALLAN C. SILBER COUNSEL CORPORATION THE EXCHANGE TOWER 130 KING STREET WEST, SUITE 1300 TORONTO, ONTARIO, CANADA M5X 1E3 (416) 866-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) MARCH 1, 2001 (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(e), 13d-l(f) or 13d-l(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. (Continued on following pages) (PAGE 1 OF 9 PAGES) *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 ("Exchange 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). 2 CUSIP NO. 449927-10-2 13D PAGE 2 OF 9 PAGES (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COUNSEL COMMUNICATIONS, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS * WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES (7) SOLE VOTING POWER 67,932,804 (SEE ITEM 5) BENEFICIALLY (8) SHARED VOTING POWER 0 (SEE ITEM 5) OWNED BY EACH (9) SOLE DISPOSITIVE POWER 67,932,804 (SEE ITEM 5) REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 (SEE ITEM 5) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.2% (See Item 5) (14) TYPE OF REPORTING PERSON * OO 3 CUSIP NO. 449927-10-2 13D PAGE 3 OF 9 PAGES (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COUNSEL CORPORATION (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS * N/A (SEE ITEM 3) (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA NUMBER OF SHARES (7) SOLE VOTING POWER 0 (SEE ITEM 5) BENEFICIALLY (8) SHARED VOTING POWER 0 (SEE ITEM 5) OWNED BY EACH (9) SOLE DISPOSITIVE POWER 0 (SEE ITEM 5) REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 (SEE ITEM 5) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.2% (See Item 5) (14) TYPE OF REPORTING PERSON * CO 4 CUSIP NO. 449927-10-2 13D PAGE 4 OF 9 PAGES (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COUNSEL CAPITAL CORPORATION (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS * N/A (SEE ITEM 3) (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA NUMBER OF SHARES (7) SOLE VOTING POWER 0 (SEE ITEM 5) BENEFICIALLY (8) SHARED VOTING POWER 0 (SEE ITEM 5) OWNED BY EACH (9) SOLE DISPOSITIVE POWER 0 (SEE ITEM 5) REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 (SEE ITEM 5) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.2% (See Item 5) (14) TYPE OF REPORTING PERSON * CO 5 CUSIP NO. 449927-10-2 13D PAGE 5 OF 9 PAGES (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ALLAN C. SILBER (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS * NA (See Item 3) (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION TORONTO, ONTARIO, CANADA NUMBER OF SHARES (7) SOLE VOTING POWER 0 (SEE ITEM 5) BENEFICIALLY (8) SHARED VOTING POWER 0 (SEE ITEM 5) OWNED BY EACH (9) SOLE DISPOSITIVE POWER 0 (SEE ITEM 5) REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 (SEE ITEM 5) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (SEE ITEM 5) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] MR. SILBER DISCLAIMS BENEFICIAL OWNERSHIP OF THE HOLDINGS OF COUNSEL CORPORATION, COUNSEL CAPITAL CORPORATION AND COUNSEL COMMUNICATIONS, LLC AS DESCRIBED IN ITEM 5. (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (See Item 5) (14) TYPE OF REPORTING PERSON * IN 6 PAGE 6 OF 9 PAGES ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock par value $.007 per share the "Common Stock") of I-Link Incorporated, a Florida corporation (the "Issuer") and a promissory note convertible into Common Stock. The Issuer's principal executive offices are located at 13751 S. Wadsworth Park Drive, Suite 200, Draper, Utah 84020. ITEM 2. IDENTITY AND BACKGROUND. (a) The reporting persons are Counsel Corporation, an Ontario, Canada corporation ("Counsel"), Counsel Capital Corporation, an Ontario, Canada corporation and wholly owned subsidiary of Counsel ("Counsel Capital"), Counsel Communications, LLC ("Counsel Communications"), a Delaware limited liability company that is owned jointly by Counsel and Counsel Capital, and Allan C. Silber, an individual citizen of Ontario, Canada. The directors and executive officers of Counsel, Counsel Capital and Counsel Communications as of the date hereof are set forth on Schedule A attached hereto and incorporated herein by reference. (b) The principal business address of Counsel, Counsel Capital and Mr. Silber is: Exchange Tower, Suite 1300, 2 First Canadian Place, 130 King Street West, Toronto, Ontario M5X 1E3. The principal business address of Counsel Communications is 280 Park Avenue, West Building, 28th Floor, New York, New York 10017. The principal business address of each of the directors and executive officers of Counsel, Counsel Capital and Counsel Communications is set forth on Schedule A attached hereto and incorporated herein by reference. (c) Counsel's principal business is the acquisition of significant positions in, and the active management of, a portfolio of operating companies that possess enabling technologies that provide a competitive advantage for their end users and have the potential to contribute to the transformation of the business environment. Counsel Capital is a wholly owned subsidiary of Counsel. Ten percent (10%) of Counsel Communications owned by Counsel Capital and the remaining ninety percent (90%) of Counsel Communications is owned by Counsel. Mr. Silber's principal occupation is the Chairman and Chief Executive Officer of Counsel. The principal occupation of each director and executive officer of Counsel, Counsel Capital and Counsel Communications, including the principal business and address of any organization in which such employment is conducted, is set forth on Schedule A attached hereto and is incorporated herein by reference. (d) During the last five years, neither Counsel, Counsel Capital, Counsel Communications nor Mr. Silber has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Counsel, Counsel Capital, Counsel Communications nor Mr. Silber has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Silber is a citizen of Canada. 7 PAGE 7 OF 9 PAGES ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Counsel Communications purchased shares of preferred stock of the Issuer from Winter Harbor, LLC, pursuant to the terms of a Securities Purchase Agreement by and between Winter Harbor and Counsel Communications that is attached hereto as Exhibit 1.2 (the "Purchase Agreement"). The preferred stock purchased pursuant to the Purchase Agreement was purchased with an intent to convert it into shares of Common Stock, and on March 7, 2001, it was converted into 62,575,661 shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION. The Issuer's securities that are presently beneficially owned by Counsel, Counsel Capital, Counsel Communications and Mr. Silber were acquired and are currently being held for investment purposes. Counsel Communications may acquire additional shares in the open market, in privately negotiated transactions or otherwise. Subject to certain transfer restrictions set forth under federal and state securities laws, Counsel Communications may attempt to dispose of the shares owned by it in the open market, in privately negotiated transactions or otherwise. In connection with Counsel Communication's purchase of the Issuer's securities described in Item 5, the Issuer has agreed that Counsel Communications shall be entitled to immediately add two nominees to be designated by Counsel Communications to Issuer's Board of Directors. Subsequent to the appointment of those designees, the Issuer's Board of Directors of will consist of six (6) members. The Issuer also has agreed to increase the size of its Board of Directors to no more than nine (9) members and, as soon as reasonably possible, has agreed to solicit the proxies of the Issuer's shareholders to elect three (3) additional nominees designated by Counsel Communications. The Issuer has also agreed that its Compensation and Audit Committees shall each include one Director that is nominated by Counsel Communications. Counsel Communications has also agreed to lend the Issuer up to ten million dollars ($10,000,000), of which three million dollars ($3,000,000) was funded on March 1, 2001 pursuant to a convertible promissory note (the "Note"). Counsel Communications is permitted to convert the outstanding balance of the Note plus accrued interest at any time after March 1, 2001 at a conversion price of $0.56 per share of Common Stock. Except as set forth above, and in Item 3, neither Counsel, Counsel Capital, Counsel Communications nor Mr. Silber have any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the close of business on March 7, 2001, each of Counsel, Counsel Capital and Counsel Communications beneficially owns in the aggregate 67,932,804 shares of the Issuer's common stock, 8 PAGE 8 OF 9 PAGES which constitutes 67.2% of the outstanding shares of Issuer's common stock. Counsel and Counsel Capital are reporting persons for purposes of this Schedule 13D by virtue of their ownership interests in Counsel Communications. Mr. Silber is a reporting person for purposes of this Schedule 13D by virtue of being an officer and director of Counsel and various Counsel affiliates and beneficially owning approximately 19.9% of Counsel. Mr. Silber disclaims beneficial ownership of all Securities owned by Counsel Corporation. Counsel Communications has the sole power to vote and to dispose of all of the shares of Common Stock held by it. Neither Counsel, Counsel Capital nor Mr. Silber have the power to vote or dispose of any of the shares of Common Stock to which this Schedule 13D relates. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Agreement to File Jointly Securities Purchase Agreement Securities Support Agreement 9 PAGE 9 OF 9 PAGES. SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 12, 2001 COUNSEL CORPORATION By: /s/ Allan C. Silber ----------------------------------------- Allan C. Silber Chairman of the Board and Chief Executive Officer COUNSEL COMMUNICATIONS, LLC By: /s/ Allan C. Silber ----------------------------------------- Allan C. Silber Chairman of the Board COUNSEL CAPITAL CORPORATION By: /s/ Allan C. Silber ----------------------------------------- Allan C. Silber President /s/ Allan C. Silber ----------------------------------------- Allan C. Silber, Individually 10 Schedule A To Schedule 13D Board of Directors of Counsel:
Name Address ------------------------------- ------------------------ Norman Hill 250 Sheppard Avenue East President Suite 300 Norman Hill Realty Toronto, ON M2N 3A9 Morris Perlis Exchange Tower President Suite 1300, P.O. Box 43 Counsel Corporation 2 First Canadian Place Toronto, ON M5X 1E3 Philip Reichmann P.O. Box 20, 28th Floor President 2 First Canadian Place Olympia and York Properties, Inc. Toronto, ON M5Y 1B5 Allan C. Silber Exchange Tower Chairman and Chief Executive Officer Suite 1300, P.O. Box 43 Counsel Corporation 2 First Canadian Place Toronto, ON M5X 1E3 Edward Sonshine The Exchange Tower President and Chief Executive Officer Suite 700, P.O. Box 378 RioCan REIT 130 King Street West Toronto, ON M5X 1E2 Gerald Turner Administration President Emeritus 600 University Avenue Mt. Sinai Hospital Suite 338 Toronto, ON M5G 1X5 Executive Officers of Counsel: Name Address ------------------------------- ------------------------ Allan C. Silber Exchange Tower Chairman of the Board and Chief Executive Officer Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Morris Perlis Exchange Tower President Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Douglas Knight Exchange Tower Managing Director Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3
11 Samuel Shimer 280 Park Avenue Managing Director West Building, 28th Floor New York, NY 10017 Susan Feldman Exchange Tower Senior Vice President Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 James Sas 280 Park Avenue Senior Vice President West Building, 28th Floor New York, NY 10017 Stephen Weintraub Exchange Tower Senior Vice President and Secretary Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Renee Grossman 280 Park Avenue Vice President West Building, 28th Floor New York, NY 10017 Neville Rozowsky Exchange Tower Vice President and Controller Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Howard Wortzman Exchange Tower Vice President, Suite 1300, P.O. Box 43 Financial Reporting 2 First Canadian Place Toronto, ON M5X 1E3
12 Board of Directors of Counsel Capital:
Name Address ------------------------------- ------------------------ Allan C. Silber Exchange Tower Chairman and Chief Executive Officer Suite 1300, P.O. Box 43 Counsel Corporation 2 First Canadian Place Toronto, ON M5X 1E3 Edward Sonshine The Exchange Tower President and Chief Executive Officer Suite 700, P.O. Box 378 RioCan REIT 130 King Street West Toronto, ON M5X 1E2 Executive Officers of Counsel Capital: Name Address ------------------------------- ------------------------ Allan C. Silber Exchange Tower President Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Stephen Weintraub Exchange Tower Senior Vice President and Secretary Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3
13 Board of Directors of Counsel Communications:
Name Address ------------------------------- ------------------------ Joseph Furlong 5200 Maryland Way President and Chief Executive Officer Suite 400 American HomePatient, Inc. Brentwood, TN 37027 Mark Manner 315 Deaderick Street Chief Executive Officer Suite 1800 Harwell Howard Hyne Gabbert & Manner, P.C. Nashville, TN 37238 Allan C. Silber Exchange Tower Chairman and Chief Executive Officer Suite 1300, P.O. Box 43 Counsel Corporation 2 First Canadian Place Toronto, ON M5X 1E3 David Wollmuth 500 Fifth Avenue Member New York, NY 10110 Wollmuth Maher & Deutsch, LLP Executive Officers of Counsel Communications: Name Address ------------------------------- ------------------------ Allan C. Silber Exchange Tower Chairman Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3 Gary Wasserson 280 Park Avenue President and Chief Executive Officer West Building, 28th Floor New York, NY 10017 Samuel Shimer 280 Park Avenue Secretary West Building, 28th Floor New York, NY 10017 Stephen Weintraub Exchange Tower Assistant Secretary Suite 1300, P.O. Box 43 2 First Canadian Place Toronto, ON M5X 1E3
14 Exhibit Index Exhibit No. ----------- 1.1 Agreement to File Jointly 1.2 Securities Purchase Agreement dated March 1, 2001 by and between Winter Harbor, LLC and Counsel Communications, LLC. 1.3 Securities Support Agreement dated March 1, 2001 by and between I-Link Incorporated and Counsel Communications, LLC.