P2
CUSIP No. 361142 10 9 SCHEDULE 13D Page 5 of 81 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Priddy
458-72-0719
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
1,000,000
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,715,545
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,000,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,715,545
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,715,545
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 361142 10 9 SCHEDULE 13D Page 6 of 81 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Rosenbloom
219-60-7436
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
255,968
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,715,545
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 255,968
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,715,545
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,513
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 361142 10 9 SCHEDULE 13D Page 7 of 81 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basil Ascuitto
079-36-9806
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
20,000
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,715,545
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 20,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,715,545
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,735,545
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 81 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.0005 per share
("Common Stock"), of FutureLink Distribution Corp., a Colorado
corporation (the "Company"). The address of the Company's principal
executive office is 300, 250 6th Avenue, S.W., Calgary, Alberta, Canada
T2P 3H7.
The shares of Common Stock that are the subject of this statement were
purchased on the open market, or are issuable either:
(A)(i) upon conversion of convertible promissory notes (the "Notes")
issued by the Company in a private placement completed in May 1999 (the
"Private Placement"), at a conversion rate of $1.00 per share, (ii) upon
exercise of seven-year warrants (the "Private Placement Warrants") issued
in connection with the aforementioned private placement which have an
exercise price of $1.25 per share, or (iii) upon exercise of seven-year
warrants (the "Agent's Warrants") issued as placement agent compensation
which have an exercise price of $1.25 per share, or
(B)(i) upon exercise of two-year warrants (the "Bridge Warrants") issued
by the Company in a private placement completed in July 1999 (the "Bridge
Financing"), which have an exercise price of $8.50 per share, or (ii)
upon exercise of two-year warrants (the "Agent's Bridge Warrants") issued
as placement agent compensation which have an exercise price of $8.50 per
share.
Certain of the foregoing conversion and exercise prices reflect
adjustments which were made subsequent to the date of issuance and such
prices are subject to further adjustment in certain instances.
Item 2. Identity and Background.
This statement is filed jointly by Commonwealth Associates L.P.
("Commonwealth"), a limited partnership organized under the laws of New
York, whose principal business is investment banking and advisory
services, Commonwealth Associates Management Corp., the corporate general
partner of Commonwealth ("CAMC"), Michael S. Falk, the Chairman and
controlling equity owner of CAMC, Robert Priddy, a director and
shareholder of CAMC, and Keith Rosenbloom and Basil Ascuitto, employees,
directors and shareholders of CAMC (the "Reporting Persons").
The officers of CAMC (the "CAMC Officers"), all of whom are U.S.
citizens, are:
Michael Falk Chief Executive Officer
Bruce Glaser Chief Administrative Officer
Joseph Wynne Chief Financial Officer
Basil Ascuitto Chief Operating Officer
Page 9 of 81 Pages
The business address for all of the Reporting Persons other than Mr.
Priddy is 830 Third Avenue, 4th Floor, New York, New York 10022. Mr.
Priddy is a principal of RMC Capital, 1640 Powers Ferry, Suite 125,
Marietta, Georgia 30067, an investment firm.
During the past five years, none of the Reporting Persons or CAMC
Officers has been convicted in a criminal proceeding or 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 of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Priddy purchased an aggregate of 100,000 shares of common stock on
the open market (the "Open Market Shares") in June 1999, for an aggregate
price of $778,284.15, which amount was provided by Mr. Priddy from
personal funds.
Commonwealth acquired the Agent's Warrants in April and May 1999 for a
nominal purchase price with funds provided from working capital pursuant
to an Agency Agreement dated as of April 14, 1999 with the Company (the
"Agency Agreement") filed as Exhibit (1) to the Schedule 13D filed by the
Reporting Persons on May 14, 1999, pursuant to which Commonwealth acted
as placement agent in connection with the Private Placement of units,
each consisting of $50,000 principal amount of Notes and 25,000 Private
Placement Warrants (as adjusted). In no case were any funds borrowed. The
Agent's Warrants were distributed by Commonwealth among its employees,
including the Reporting Persons (other than Mr. Priddy). The Reporting
Persons currently hold an aggregate of 2,855,265 Agent's Warrants.
Commonwealth, Mr. Falk, Mr. Priddy, Mr. Rosenbloom and Mr. Asciutto
purchased an aggregate of $1,075,000 principal amount of Notes and
512,500 Private Placement Warrants (as adjusted) as investors in the
Private Placement for an aggregate purchase price of $1,075,000, which
amount was provided by Commonwealth from its working capital and by
Messrs. Falk, Priddy, Rosenbloom and Asciutto from personal funds.
Commonwealth acquired the Agent's Bridge Warrants in July 1999 for a
nominal purchase price with funds provided from working capital, pursuant
to an Agency Agreement dated as of July 1, 1999 with the Company (the
"Bridge Agency Agreement") filed as Exhibit (1) hereto, pursuant to which
Commonwealth acted as placement agent in connection with the Bridge
Financing of units, each consisting of $250,000 principal amount of
convertible promissory notes (the "Bridge Notes") (which are not
currently convertible), and 37,500 Bridge Warrants. In no case were any
funds borrowed. The Agent's Bridge Warrants will distributed by
Commonwealth among its employees, including the Reporting Persons (other
than Mr. Priddy). Commonwealth currently holds an aggregate of 225,000
Agent's Bridge Warrants.
Commonwealth, Mr. Falk and Mr. Priddy purchased an aggregate of
$1,178,500 principal amount of Bridge Notes and 176,775 Bridge Warrants
as investors in the Bridge Financing for an aggregate purchase price of
$1,178,500, which amount was provided by Commonwealth from its working
capital and by Messrs. Falk and Priddy from personal funds. |
