SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 27, 1996
------------------------------------------------
Date of Report (date of earliest event reported)
DATALINK SYSTEMS CORPORATION
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Nevada 33-21508 35-3574355
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
17420 High Street, Los Gatos, California 95032
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(408) 354-5604
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
Lord Abbott, Inc.
13215 Braun Road, Golden, Colorado 80401
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 27, 1996, Datalink Systems Corporation (formerly "Lord Abbott,
Inc.") (the "Company") completed the acquisition of 100% of the outstanding
common stock of Datalink Communications Corporation ("DSC") in exchange for
shares of the Company's common stock. The Company issued a total of
16,465,316 shares of its Common Stock (approximately 99% of the shares now
outstanding) to the shareholders of DSC at the Closing.
In anticipation of the above acquisition, on June 18, 1996, the Company
changed its domicile from Colorado to Nevada, changed its name from Lord
Abbott, Inc. to Datalink Systems Corporation, and effected a 1 for 300 reverse
stock split. These matters were all approved by the Company's shareholders at
a meeting held on June 14, 1996.
The stock issuances were made pursuant to an Agreement Concerning the
Exchange of Common Stock ("Agreement") between the Company and DSC. The terms
of the Agreement were the result of negotiations between the managements of
the Company and DSC. However, the Board of Directors did not obtain any
independent "fairness" opinion or other evaluation regarding the terms of the
Agreement, due to the cost of obtaining such opinions or evaluations.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the exhibits thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
Pursuant to the Agreement, Mark Moldenhauer, the former President and a
Director of the Company, sold back to the Company at closing 1,533,333 shares
of the Company's common stock (post split) for $10,000.
Pursuant to the Agreement, at Closing, the Company issued to Westridge
Capital Limited, as a finder's fee, a Debenture in the principal amount of
$130,000 which is convertible into 1,300,000 shares of the Company's Common
Stock.
As a result of the transaction with DSC and the issuance of the
16,465,316 shares of the Company's Common Stock, following are those persons
known by the Company to own 5% or more of the Registrant's Voting Stock:
PERCENT OF
NUMBER OF OUTSTANDING
NAME AND ADDRESS VOTING SHARES VOTING SHARES
Anthony LaPine 2,000,000 12.0%
17420 High Street
Los Gatos, CA 95032
Nicholas Miller 2,083,333<FN1> 12.5%
1590-1500 West Georgia St.
Vancouver, B.C.
Canada V6G 2Z6
Linda Fraser 937,500 5.6%
1590-1500 West Georgia St.
Vancouver, B.C.
Canada V6G 2Z6
Silhouette Investments Ltd. 2,083,333 12.5%
4249 Hobson Road
Kelowna, B.C.
Canada V1W 1Y4
Melanor Ltd. 2,157,833 13.0%
c/o George Davis Law Corp.
1100-100 Park Royal South
West Vancouver, B.C.
Canada V7T 1A2
Medan Ltd. 1,041,667 6.3%
c/o George Davis Law Corp.
1100-100 Park Royal South
West Vancouver, B.C.
Canada V7T 1A2
____________________
<FN>
<FN1> Includes 937,500 shares held by Mr. Miller's wife, Linda Fraser.
</FN>
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
Nicholas Miller - Chairman of the Board, Secretary, Treasurer
Treasurer and Director
Anthony LaPine - President, Chief Executive Officer and Director
During July 1996, the Company completed a transaction in which it sold
to an unaffiliated investor named Peter Allard a Convertible Debenture in the
principal amount of $2,000,000. The Debenture matures on July 1, 1998, and is
convertible at any time prior thereto into shares of the Company's Common
Stock at $2.00 per share. Mr. Allard was also issued a warrant to purchase up
to 1,000,000 shares of the Company's Common Stock at $2.50 per share at any
time prior to July 15, 1998. Mr. Allard also received certain registration
rights.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on June 27, 1996, the Company
acquired all of the outstanding common stock of Datalink Systems Corporation
in exchange for shares of the Company's Common Stock.
Datalink Communications Corporation is a wireless information services
company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for Datalink
Communications Corporation are not yet available, and will be filed by
amendment on or before September 10, 1996.
(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-X is not yet available, and will be
filed by amendment on or before September 10, 1996.
(c) EXHIBITS.
Exhibit 10 Agreement Concerning the Exchange of Common Stock
Between Datalink Systems Corporation and Datalink
Communications Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DATALINK SYSTEMS CORPORATION
Dated: July 12, 1996 By /s/ Anthony LaPine
Anthony LaPine, President