Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Arc Communications Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
00204P 10 8
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(CUSIP Number)
Kenneth Meyer
615 Hope Road
Building One
Eatontown, New Jersey 07724
(732) 380-1105
Alan C. Ederer, Esq.
Westerman Ball Ederer Miller & Sharfstein, LLP
170 Old Country Road
Mineola, New York 11501
(516) 622-9200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.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
ss.240.13d-7 for other 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
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 ("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 No. 00204P 10 8
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Kenneth Meyer
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ......................................................................
(b) ......................................................................
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3. SEC Use Only ..............................................................
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) ...................................................................
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6. Citizenship or Place of Organization U.S.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 2,310,687 as of July 27, 1999 and 2,085,887 as of
July 30, 2004
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8. Shared Voting Power 0
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9. Sole Dispositive Power 2,310,687 as of July 27, 1999 and 2,085,887 as of
July 30, 2004
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,310,687 as
of July 27, 1999 2,085,887 as of July 30, 2004
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...........
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13. Percent of Class Represented by Amount in Row (11) 16.9% as of July 27,
1999, less than 3% as of July 30, 2004.
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14. Type of Reporting Person (See Instructions)
IN ...........................................................
..............................................................
..............................................................
This Schedule 13D (the "Statement") is being filed by Mr. Kenneth Meyer to
cure previous oversights in failing to timely file with respect to his
beneficial ownership of shares of the common stock, par value $.001 per share,
of Arc Communications Inc. (the "Common Stock").
Item 1. Security and Issuer
This Statement relates to the Common Stock of Arc Communications Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 401
Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601.
Item 2. Identity and Background
(a) This Statement is being filed by Mr. Kenneth Meyer.
(b) Mr. Meyer's business address is 615 Hope Road, Building One,
Eatontown, New Jersey 07724.
(c) Mr. Meyer's principal occupation is Executive Vice President of
ArcMesa Educators, 615 Hope Road, Building One, Eatontown, NJ 07724.
(d) During the last five years, Mr. Meyer has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Meyer has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in Mr. Meyer being 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.
(f) Mr. Meyer is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Meyer received his shares of Common Stock in a reverse merger that
occurred between the Issuer and its wholly-owned subsidiary Arc Slide
Technologies Ltd. on November 21, 1997. Mr. Meyer was one of the founders of Arc
Slide Technologies Ltd. He originally received his shares of Common Stock as a
founder of Arc Slide Technologies Ltd. without cash consideration.
Item 4. Purpose of Transaction
Mr. Meyer served as the Issuer's Vice President and director since 1993.
He received his shares of Common Stock in a reverse merger as a founder of the
entity that was a party to the reverse merger. Mr. Meyer resigned from the
Issuer's Board of Directors upon the closing of the sale of the Issuer's
subsidiary ArcMesa Educators, Inc. on April 1, 2003.
Mr. Meyer does not have any other plans or proposals which would result
in: (i) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation of the Issuer or any of its subsidiaries, (ii) a sale or transfer
of a material amount of assets of the Issuer; (iii) 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; (iv) any material change in the present capitalization or dividend
policy of the Issuer; (v) any other material change in the Issuer's business or
corporate structure; (vi) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person; (vii) 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 system of a registered
national securities association; (viii) causing a class of equity securities of
the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (ix) any action similar to any of those
enumerated above.
Mr. Meyer reserves the right at any time to acquire additional shares of
Common Stock of the Issuer or to dispose of any shares of such Common Stock.
Item 5. Interest in Securities of the Issuer
(a) Based on 102,504,456 shares of Common Stock of the Issuer outstanding,
on or about June 28, 2004, Mr. Meyer beneficially owns 2,085,887 shares of
Common Stock, or approximately 2% of Common Stock currently outstanding.
(b) Mr. Meyer has sole power to vote and dispose of the shares of Common
Stock identified in this Statement.
(c) Mr. Meyer has effected the following transactions:
(i) On January 27, 2004, Mr. Meyer sold 15,000 shares of Common
Stock at a price of $.25 per share and 10,000 shares of Common Stock at a price
of $.28 per share in over the counter transactions pursuant to Rule 144.
(ii) On January 31, 2004, Mr. Meyer sold 10,000 shares of Common
Stock at a price of $.29 per share in an over the counter transaction pursuant
to Rule 144.
(iii) On February 5, 2004, Mr. Meyer sold 15,000 shares of Common
Stock at a price of $.35 per share in an over the counter transaction pursuant
to Rule 144.
(iv) On February 10, 2004, Mr. Meyer sold 15,000 shares of Common
Stock at a price of $.50 per share in an over the counter transaction pursuant
to Rule 144.
(v) On February 11, 2004, Mr. Meyer sold 5,000 shares of Common
Stock for at a price of $.55 per share in an over the counter transaction
pursuant to Rule 144.
(vi) On April 7, 2004, Mr. Meyer sold 5,000 shares of Common Stock
at a price of $.27 per share in an over the counter transaction pursuant to Rule
144.
(vii) On April 27, 2004, Mr. Meyer sold 10,000 shares of Common
Stock at a price of $.26 per share and 10,000 shares of Common Stock at a price
of $.28 per share in over the counter transactions pursuant to Rule 144.
(viii) On May 13, 2004, Mr. Meyer sold 20,000 shares of Common Stock
at a price of $.20 per share in an over the counter transaction pursuant to Rule
144.
(ix) On June 4, 2004, Mr. Meyer sold 6,100 shares of Common Stock at
a price of $.20 per share in over the counter transactions pursuant to Rule 144.
(x) On June 9, 2004, Mr. Meyer sold 2,500 shares of Common Stock at
a price of $.19 per share, 10,000 shares of Common Stock at a price of $.19 per
share, 10,000 shares of Common Stock at a price of $.19 per share, and 4,400
shares of Common Stock at a price of $.18 per share in an over the counter
transaction pursuant to Rule 144.
(xi) On June 10, 2004, Mr. Meyer sold 2,500 shares of Common Stock
at a price of $.20 per share, 17,500 shares of Common Stock at a price of $.215
per share, 10,000 shares of Common Stock at a price of $.23 per share, and
15,000 shares of Common Stock at a price of $.235 per share in an over the
counter transaction pursuant to Rule 144.
(xii) On June 16, 2004, Mr. Meyer sold 10,000 shares of Common Stock
at a price of $.28 per share in an over the counter transaction pursuant to Rule
144.
(xiii) On June 17, 2004, Mr. Meyer sold 8,100 shares of Common Stock
for at a price of $.30 per share in an over the counter transaction pursuant to
Rule 144.
(xiv) On June 28, 2004, Mr. Meyer sold 3,700 shares of Common Stock
at a price of $.29 per share in an over the counter transaction pursuant to Rule
144.
(d) N/A
(e) After giving effect to the closing of the Merger between Arc
Communications, Inc. and RoomLinX, Inc. on June 28, 2004, the 13D filing
requirements of the Reporting Person are effectively terminated.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
Securities of the Issuer
Mr. Meyer does not have any contracts, arrangements understandings or
relationships (legal or otherwise) with any person 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.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August __, 2004
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Date
/s/ Kenneth Meyer
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Signature
Kenneth Meyer
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Name