<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EDGE TECHNOLOGY GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
===============================================================================
928430 10 7
(CUSIP Number)
===============================================================================
J. Keith Benedict, Esq.
HW Capital, L.P.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
===============================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 2000
===============================================================================
(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(b)(3) or (4), 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 Rule 13d-7 for the
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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
<TABLE>
CUSIP NUMBER 928430 10 7 13D/A Page 2 of 18
<S> <C> <C>
(1) Name of Reporting Persons Infinity Emerging Holdings Subsidiary limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) / /
Member of a Group* (b) /X/
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 10,104
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 10,104
Power
(11) Aggregate Amount Beneficially Owned 10,104
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by .1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 3 of 18
(1) Name of Reporting Persons Glacier Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) / /
Member of a Group* (b) /X/
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 1,141,279
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 1,141,279
Power
(11) Aggregate Amount Beneficially Owned 1,141,279
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 7.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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CUSIP NUMBER 928430 10 7 13D/A Page 4 of 18
(1) Name of Reporting Persons Summit Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) / /
Member of a Group* (b) /X/
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 1,141,279
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 1,141,279
Power
(11) Aggregate Amount Beneficially Owned 1,141,279
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 7.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 5 of 18
(1) Name of Reporting Persons PurchasePooling Investment Fund
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) / /
Member of a Group* (b) /X/
(3) SEC Use Only
(4) Source of Funds (see instructions) WC, OO
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 2,644,841
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 2,644,841
Power
(11) Aggregate Amount Beneficially Owned 2,644,841
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 16.5%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 6 of 18
(1) Name of Reporting Persons. Catalyst Master Fund, L.P.
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) / /
Member of a Group (see instructions) (b) /X/
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Cayman Islands
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 413,334
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 2.5%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
</TABLE>
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 7 of 18
This Schedule 13D/A Amendment No. 5 hereby amends the Schedule 13D, as
amended, filed jointly by Infinity Investors Limited ("Infinity"), IEO Holdings
Limited ("IEO"), Glacier Capital Limited ("Glacier") and Summit Capital Limited
("Summit") with respect to the securities of Edge Technology Group, Inc., a
Delaware corporation formerly known as Visual Edge Systems, Inc. ("Issuer") by
reflecting the addition of Catalyst Master Fund, L.P. as a reporting person. As
noted in Amendment No. 4 to this Schedule, Infinity sold all of its securities
of the Issuer as of November 3, 2000 and ceased being a reporting person as of
such date. Therefore, all references to Infinity in this Schedule 13D as amended
are deemed to be deleted. Defined terms used but not defined herein shall have
the meaning as previously set forth in Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Not amended.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) of Regulation 13D of the General Rules and
Regulations Promulgated under the Securities Exchange Act of 1934,
as amended (the "Act"), this statement is being filed by Infinity
Emerging Holdings Subsidiary Limited ("IEHSL"), Glacier Capital
Limited, Summit Capital Limited and PurchasePooling Investment Fund
("PurchasePooling Fund") and Catalyst Master Fund, L.P. ("Catalyst")
(collectively, the "Reporting Persons"). Additionally, pursuant to
Instruction C to Schedule 13D, information is included herein with
respect to the following persons (collectively, the "Controlling
Persons"): Infinity Emerging Opportunities Limited ("Emerging"),
Infinity Emerging Subsidiary Limited ("IESL"), IEO Investments
Limited ("IEO Investments"), Hunt Asset Management, L.L.C. ("HAM"),
Lion Capital Partners, L.P. ("Lion"), Mountain Capital Management,
L.L.C. ("Mountain"), Sandera Partners, L.P. ("Sandera"), Sandera
Capital Management, L.P. ("SCM"), Sandera Capital, L.L.C. ("Sandera
Capital"), Randall Fojtasek ("Fojtasek"), Clark K. Hunt ("Hunt"),
Barrett Wissman ("Wissman"), Infinity Emerging Subsidiary Limited
("IESL"), Catalyst GP, Ltd. ("Catalyst GP"), Catalyst Asset
Management Limited ("Catalyst Asset"), Hunt Financial Ventures, L.P.
("HFV"), Jon Bren ("Bren"), Aquitaine Holdings, LLC ("Aquitaine"),
Mark Graham ("Graham") and Peerless International, Limited
("Peerless"). The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2
Persons." The Reporting Persons have included as Exhibit A an
agreement in writing that this statement is filed on behalf of each
of them.
(b) and (c) REPORTING PERSONS
Glacier, Summit and IEHSL are Nevis, West Indies Corporations and their
principal address, which also serves as their principal office, is
Hunkins Waterfront Plaza, Main Street, P.O. Box 556, Charlestown,
Nevis, West Indies.
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CUSIP NUMBER 928430 10 7 13D/A Page 8 of 18
PurchasePooling Fund is a Texas joint venture, and its principal
address, which also serves as its principal office, is 1601 Elm Street,
Suite 4000, Dallas, Texas 75201.
Catalyst is a Cayman Islands exempted limited partnership and its
principal address, which also serves as its principal office, is c/o
Trident Trust Company (Cayman) Limited, One Capital Place, P.O. Box
847, Grand Cayman, Cayman Islands.
The principal business of each Reporting Person is the purchase, sale,
exchange, acquisition and holding of investment securities.
The names, business addresses, principal occupations or employments and
citizenships of each officer and director of IEHSL, Glacier and
Summit are set forth on attached Schedule A, which is incorporated
herein by reference.
CONTROLLING PERSONS
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below. The principal
address of each Controlling Person, which also serves as such
person's principal office, is 1601 Elm Street, Suite 4000, Dallas,
Texas 75201.
IEHSL:
IEHSL is owned by IESL and IEO Investments.
IESL is a Nevis, West Indies corporation, the principal business of
which is the purchase, sale, exchange, acquisition and holding of
investment securities. IESL is a wholly-owned subsidiary of Emerging.
IEO Investments is a Nevis, West Indies corporation, the principal
business of which is the purchase, sale, exchange, acquisition and
holding of investment securities. IEO Investments is a wholly-owned
subsidiary of HAM.
HW Capital is a Texas limited partnership, the principal business of
which is acting as advisor to IEHSL, Glacier and Summit and activities
related thereto.
HW Capital LLC is a Texas limited liability company, the principal
business of which is serving as the general partner of HW Capital and
activities related thereto. Hunt and Wissman are the managers of HW
Capital LLC. The principal occupation of Hunt and Wissman is
financial management.
GLACIER:
Glacier is 100% owned by Lion. The directors of Glacier are James A.
Loughran and Cofides S.A.
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CUSIP NUMBER 928430 10 7 13D/A Page 9 of 18
Lion is a Texas limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities.
Mountain is a Texas limited liability company, the principal business
of which is serving as the general partner of Lion and activities
related thereto. Hunt, Wissman and Fojtasek are the Managers of
Mountain. The principal occupation of Hunt, Wissman and Fojtasek is
financial management.
HW Capital is a Texas limited partnership, the principal business of
which is acting as an advisor to IEO, Glacier and Summit and activities
related thereto.
HW Capital LLC is a Texas limited liability company, the principal
business of which is serving as the general partner of HW Capital and
activities related thereto. Hunt and Wissman are the managers of HW
Capital LLC. The principal occupation of Hunt and Wissman is
financial management.
SUMMIT:
Summit is 100% owned by Sandera. The directors of Summit Capital
Limited are Cofides S.A. and James A. Loughran.
Sandera is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of
investment securities.
SCM is a Texas limited partnership, the principal business of which
is serving as the general partner of Sandera and activities related
thereto.
Sandera Capital is a Texas limited liability company, the principal
business of which is servicing as the general partner of SCM and
activities related thereto. Hunt and Wissman are the managers and
principal officers of Sandera Capital. The principal occupation of
Hunt and Wissman is financial management.
HW Capital owns 100% of Sandera Capital. HW Capital is a Texas limited
partnership, the principal business of which is acting as an advisor
to IEO, Glacier and Summit and activities related thereto.
HW Capital LLC is a Texas limited liability company, the principal
business of which is serving as the general partner of HW Capital and
activities related thereto. Hunt and Wissman are the Managers of HW
Capital LLC.
PURCHASEPOOLING FUND:
The partners of PurchasePooling Fund are IEHSL, Catalyst and Peerless.
HW Capital is the manager of PurchasePooling Fund. Peerless is an
offshore entity.
CATALYST MASTER FUND, L.P.:
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 10 of 18
The general partner of Catalyst is Catalyst GP, Ltd., a Cayman Islands
exempted company with limited liability owned HFV and Aquitaine.
Catalyst Asset Management Limited, a Nevis, West Indies corporation
owned HFV and Aquitaine, is the investment manager of Catalyst. HFV
is controlled and managed by Hunt and Bren. Aquitaine is controlled
and managed by Graham. The principal occupation of Bren, Graham and
Hunt is financial management.
(d) and (e) During the last five (5) years, no Item 2 Person has been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) and no Item 2 Person was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction such that, as a result of such proceeding, any Item 2
Person was or is subject to a judgment, decree of 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) Bren, Fojtasek, Graham, Hunt and Wissman are citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following immediately preceding the
last paragraph of Item 3, as amend to date:
On December 14, 2000, Catalyst loaned $620,000 to the Issuer and the
Issuer issued to Catalyst its convertible promissory note, dated December 14,
2000, in the original principal amount of $620,000 (the "Catalyst Note"). The
Catalyst Note bears interest at the rate of 8% per annum and matures on June
30, 2001. All or any portion of the principal balance of Catalyst Note is
convertible, at the option of the holder and at any time, into Common Stock
at an initial conversion price of $1.50 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Not amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) Set forth below are the aggregate number of shares and percentage
of Common Stock beneficially owned by the Reporting Persons on
December 14, 2000 after giving effect to Catalyst's acquisition
of the convertible note as described in Item 5(c) below.
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 11 of 18
<TABLE>
<CAPTION>
PurchasePooling
Catalyst IEHSL Glacier Summit Fund
------------------- --------------------- ---------------------- ---------------------- -------------------------
Shares % Shares % Shares % Shares % Shares %
----------- ------- ------------- ------- ------------- -------- ------------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
413,334 2.5% 10,104 .1% 1,141,279 7.1% 1,141,279 7.1% 2,644,841 16.5%
</TABLE>
CONTROLLING PERSONS
Each of HW Capital, as advisor to each of IEHSL, Summit,
Glacier and PurchasePooling Fund, and HW Capital LLC, as the
general partner of HW Capital, may be deemed to be beneficial
owners of the Securities beneficially owned by each of IEHSL
(the "IEHSL Securities"), Summit (the "Summit Securities"),
Glacier (the "Glacier Securities") and PurchasePooling Fund
("PurchasePooling Securities") pursuant to Rule 13d-3 of the
Act.
In their capacity as controlling persons of HW Capital LLC,
Hunt and Wissman may be deemed to be beneficial owners of the
IEHSL Securities, the Glacier Securities, the Summit
Securities and the PurchasePooling Securities pursuant to Rule
13d-3 of the Act.
IESL and IEO Investments, as the only shareholders of IEHSL,
may be deemed to be the beneficial owners of the IEHSL
Securities pursuant to Rule 13d-3 of the Act. Emerging, as the
sole shareholder of IESL, and HAM, as the sole shareholder of
IEO Investments, may be deemed to be beneficial owners of the
IEHSL Securities pursuant to Rule 13d-3 of the Act.
Each of Lion, as the sole shareholder of Glacier, Mountain, as
the general partner of Lion, and Hunt, Wissman and Fojtasek,
as the managers of Mountain, may be deemed to be beneficial
owners of the Glacier Securities pursuant to Rule 13d-3 of the
Act.
Each of Sandera, as the sole shareholder of Summit, SCM, as
the general partner of Sandera, Sandera Capital, as the
general partner of SCM, Hunt and Wissman, as the managers
(and, as applicable, the executive officers) of Sandera
Capital, and HW Capital, as the 100% owner of Sandera Capital,
may be deemed to be beneficial owners of the Summit Securities
pursuant to Rule 13d-3 of the Act.
Each of Catalyst, IEHSL and Peerless, as the general partners
of PurchasePooling Fund, and HW Capital, as the sole and
exclusive manager of PurchasePooling Fund, may be deemed to be
the beneficial owners of the Catalyst Securities pursuant to
Rule 13d-3 of the Act.
Catalyst GP, as the sole general partner of Catalyst, Catalyst
Asset, as the sole and exclusive manager of Catalyst, and
Hunt, Graham and Bren, as the directors of Catalyst GP and
Catalyst Asset, may be deemed to be beneficial owners of the
Securities beneficially owned by Catalyst pursuant to Rule
13d-3 of the Act.
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 12 of 18
(b) REPORTING PERSONS
IEHSL shares the power to vote or to direct the vote and to
dispose or to direct the disposition of the IEHSL Securities
with its advisor, HW Capital.
Glacier shares the power to vote or to direct the vote and to
dispose or to direct the disposition of the Glacier Securities
with its advisor, HW Capital.
Summit shares the power to vote or to direct the vote and to
dispose or to direct the disposition of the Summit Securities
with its advisor, HW Capital.
PurchasePooling Fund shares the power to vote or to direct the
vote and to dispose or to direct the disposition of the
PurchasePooling Securities with its manager, HW Capital.
CONTROLLING PERSONS
Acting through its sole general partner HW Capital LLC, HW
Capital shares the power to vote or to direct the vote and to
dispose or to direct the disposition of the IEHSL Securities,
the Summit Securities, the Glacier Securities and the
PurchasePooling Securities.
In their capacities as controlling persons of HW Capital LLC,
Hunt and Wissman share the power to vote or to direct the vote
and to dispose or to direct the disposition of the IEHSL
Securities, the Summit Securities, the Glacier Securities and
the PurchasePooling Securities.
Each of IESL and IEO Investments, as the only shareholders of
IEHSL, HAM, as the sole shareholder of IEO Investments, and
Emerging, as the sole shareholder of IESL, shares the power to
vote or direct the vote and to dispose or to direct the
disposition of the IEHSL Securities.
Each of Lion, as the sole shareholder of Glacier, Mountain, as
the general partner of Lion, and Hunt, Wissman and Fojtasek,
as the managers of Mountain, shares the power to vote or to
limit the vote and to dispose or to direct the disposition of
the Glacier Securities.
Each of Sandera, as the sole shareholder of Summit, SCM, as
the general partner of Sandera, Sandera Capital, as the
general partner of SCM, Hunt and Wissman, as the managers
(and, as applicable, the executive officers) of Sandera
Capital, and HW Capital, as the 100% owner of Sandera Capital,
shares the power to vote or to limit the vote and to dispose
or to direct the disposition of the Summit Securities.
Each of Catalyst, IEHSL and Peerless, as the general partners
of PurchasePooling Fund, Catalyst Capital, the exclusive
investment manager of Catalyst, HFV and Aquitaine Holding,
LLC., the owners of Catalyst Capital, Hunt and Bren, the
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 13 of 18
managers of HFV and Graham, the manager of Aquitaine, share
the power to vote or to limit the vote and to dispose or to
direct the disposition of the PurchasePooling Securities.
(c) On December 14, 2000, Catalyst loaned $620,000 to the Issuer
and the Issuer issued to Catalyst its convertible promissory
note, dated December 14, 2000, in the original principal
amount of $620,000 (the "Catalyst Note"). The Catalyst Note
bears interest at the rate of 8% per annum and matures on June
30, 2001. All or any portion of the principal balance of
Catalyst Note is convertible, at the option of the holder and
at any time, into Common Stock at an initial conversion price
of $1.50 per share. The Catalyst Note is secured by a Security
agreement, dated as of December 14, 2000, among the Company
and Catalyst. The foregoing response is qualified in its
entirety by reference to the Catalyst Note and the Security
Agreement, copies of which are filed as Exhibits 99.15 and
99.16, respectively, and incorporated into this response by
reference.
(d) Not applicable.
(e) IEO ceased to be the beneficial owner of more than five
percent of the Common Stock as of May 1, 1999.
Infinity ceased to be a beneficial owner of more than five
percent of the Common Stock as of October 23, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended to add the following at the end
thereof:
On December 14, 2000, Catalyst loaned $620,000 to the Issuer
and the Issuer issued to Catalyst its convertible promissory
note, dated December 14, 2000, in the original principal
amount of $620,000 (the "Catalyst Note"). The Catalyst Note
bears interest at the rate of 8% per annum and matures on
June 30, 2001. All or any portion of the principal balance
of Catalyst Note is convertible, at the option of the holder
and at any time, into Common Stock at an initial conversion
price of $1.50 per share. The Catalyst Note is secured by a
Security agreement, dated as of December 14, 2000, among the
Company and Catalyst. The foregoing response is qualified in
its entirety by reference to the Catalyst Note and the
Security Agreement, copies of which are filed as Exhibits
99.15 and 99.16, respectively, and incorporated into this
response by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE OF EXHIBIT
----------- ----------------
<S> <C>
A Agreement regarding filing of Schedule 13D.
99.15 Convertible Note, dated as of December 14, 2000, of Edge
Technology Group, Inc. in the original principal amount of
$620,000. (Filed herewith)
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 14 of 18
99.16 Security Agreement, dated as of December 14, 2000, between
among Edge Technology Group, Inc. and Catalyst Master Fund,
L.P. (Filed herewith)
</TABLE>
(SIGNATURE PAGE FOLLOWS)
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 15 of 18
After reasonable inquiry, and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Date: December 22, 2000.
INFINITY EMERGING HOLDINGS SUBSIDIARY
LIMITED
By: Dungate Limited, its Director
By: /s/ James E. Martin
------------------------------------------
James E. Martin, Director
GLACIER CAPITAL LIMITED
By: /s/ James A. Loughran
-----------------------------------------------
James A. Loughran, Director
SUMMIT CAPITAL LIMITED
By: /s/ James A. Loughran
-----------------------------------------------
James A. Loughran, Director
PURCHASEPOOLING INVESTMENT FUND
By: HW Capital, L.P., its manager
By: HW Capital, L.L.C., its general partner
By: /s/ J. Keith Benedict
------------------------------------
J. Keith Benedict, Vice President
CATALYST MASTER FUND, L.P.
By: Catalyst GP Ltd., its general partner
By: /s/ J. Keith Benedict
-------------------------------------------
J. Keith Benedict, Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C.ss. 1001).
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 16 of 18
SCHEDULE A
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Emerging Holdings Subsidiary
Limited.
<TABLE>
<CAPTION>
Name and Citizenship Present Principal Position
or Occupation or with
Place of Organization Business Employment Reporting Person
--------------------- -------- ---------- ----------------
<S> <C> <C> <C>
Dungate Limited 38 Hertford Street Financial Services Director
(Nevis, West Indies) London, England W1Y 7TG
SECORP Ltd. 38 Hertford Street Financial Services Secretary
(Nevis, West Indies) London, England W1Y 7TG
</TABLE>
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Glacier Capital Limited.
<TABLE>
<CAPTION>
Name and Citizenship Present Principal Position
or Occupation or with
Place of Organization Business Employment Reporting Person
--------------------- -------- ---------- ----------------
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England W1Y 7TG
Cofides S.A. 38 Hertford Street Financial Services Director
(Nevis, West Indies) London, England W1Y 7TG
James E. Martin 37 Shepherd Street Accountant President and
(British) London, England W1Y 7LH Treasurer
SECORP Limited 38 Hertford Street Financial Services Secretary
(Nevis, West Indies) London, England W1Y 7TG
</TABLE>
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 17 of 18
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Summit Capital Limited.
<TABLE>
<CAPTION>
Name and Citizenship Present Principal Position
or Occupation or with
Place of Organization Business Employment Reporting Person
--------------------- -------- ---------- ----------------
<S> <C> <C> <C>
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England W1Y 7TG
Cofides S.A. 38 Hertford Street Financial Services Director
(Nevis, West Indies) London, England W1Y 7TG
James E. Martin 37 Shepherd Street Accountant President and
(British) London, England W1Y 7LH Treasurer
SECORP Limited 38 Hertford Street Financial Services Secretary
(Nevis, West Indies) London, England W1Y 7TG
</TABLE>
<PAGE>
EXHIBIT A
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendment thereto) with
respect to the Common Stock of Edge Technology Group, Inc. This Joint Filing
Agreement shall be included as an exhibit to such filing or filings. In evidence
thereof, each of the undersigned, being duly authorized where appropriate,
hereby executes this Joint Filing Agreement as of the 22 day of December, 2000.
INFINITY EMERGING HOLDINGS SUBSIDIARY
LIMITED
By: Dungate Limited, its Director
By: /s/ James E. Martin
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James E. Martin, Director
GLACIER CAPITAL LIMITED
By: /s/ James A. Loughran
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James A. Loughran, Director
SUMMIT CAPITAL LIMITED
By: /s/ James A. Loughran
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James A. Loughran, Director
PURCHASEPOOLING INVESTMENT FUND
By: HW Capital, L.P., its manager
By: HW Capital, L.L.C., its general partner
By: /s/ J. Keith Benedict
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J. Keith Benedict, Vice President
CATALYST MASTER FUND, L.P.
By: Catalyst GP Ltd., its general partner
By: /s/ J. Keith Benedict
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J. Keith Benedict, Vice President
