SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTERACTIVE MAGIC, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45838M104
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Jacob Agam, Chairman of the Board Steven M. Skolnick, Esq.
Vertical Financial Holdings Lowenstein Sandler PC
c/o Vertical Capital Ltd. 65 Livingston Avenue
Westbourne, The Grange Roseland, New Jersey 07068
St. Peter Port (973) 597-2476
Guernsey, Channel Islands GY13BG
011-44-1481-716-278
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 14, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which 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.ss.240.13d-7(b) 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).
<PAGE>
CUSIP NO. 45838M104
________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Vertical Financial Holdings
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
Not Applicable
________________________________________________________________________________
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):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: Switzerland
________________________________________________________________________________
Number of 7) Sole Voting Power: 2,745,649*
Shares Beneficially ---------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting ---------------------------------------
Person With: 9) Sole Dispositive Power: 1,525,566**
---------------------------------------
10) Shared Dispositive Power: 0
---------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,745,649*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 18.7%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): CO
________________________________________________________________________________
* Includes (i) 1,098,172 shares owned by Vertical Financial Holdings
("Vertical"), (ii) 427,394 shares owned by entities owned by Vertical and
(iii) 1,220,083 shares owned by other persons for which Vertical possesses
sole voting power.
** Includes (i) 1,098,172 shares owned by Vertical and (ii) 427,394 shares owned
by entities owned by Vertical.
<PAGE>
Vertical Financial Holdings ("Vertical") hereby amends the Schedule
13D filed with the Securities and Exchange Commission on October 15, 1999 (the
"Schedule 13D") relating to the shares of common stock, par value $.10 per share
(the "Common Stock"), of Interactive Magic, Inc. (the "Company") as follows:
Item 3. Source and Amount of Funds or Other Consideration.
On November 14, 1999, Vertical purchased 700,000 shares of the
Company's Common Stock in a private placement. Vertical paid $700,000 for the
700,000 shares of Common Stock out of its working capital.
Item 4. Purpose of Transaction.
Vertical acquired such securities for investment purposes and Vertical
has no plans or intentions which related to or would have resulted in any of the
transactions required to be described in Item 4 of Schedule 13D.
Depending upon the Company's financial condition, results of
operations, future prospects and other factors, Vertical may, and hereby
reserves the right to, communicate with other shareholders of the Company or
persons who may desire to become shareholders of the Company, and the Company's
management and its Board of Directors. Except as described above, Vertical has
no plans or intentions of the type set forth in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 15,
1999, as of November 12, 1999, there were 14,655,337 shares of Common Stock
issued and outstanding. As of such date, for the purposes of Rule 13d-3,
Vertical beneficially owned an aggregate of 2,745,649 shares of Common Stock, or
18.7% of the issued and outstanding shares of Common Stock, including (i)
1,098,172 shares owned by Vertical, (ii) 427,394 shares owned by entities
beneficially owned by Vertical and (iii) 1,220,084 shares owned by other persons
for which Vertical has voting power pursuant to a proxy agreement.
Vertical has sole power to vote or to direct the vote of 2,745,649
shares of Common Stock and has sole power to dispose or to direct the
disposition of 1,525,566 shares of Common Stock. Vertical does not have shared
power to vote or to direct the vote or shared power to dispose or to direct the
disposition of any shares of Common Stock.
During the past sixty days, there were no transactions in the shares
of Common Stock, or securities convertible into or exchangeable for shares of
Common Stock, by Vertical or any person or entity controlled by Vertical or any
person or entity for which Vertical possesses voting control over the securities
thereof, except as described in this Schedule 13D.
<PAGE>
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.
November 29, 1999
VERTICAL FINANCIAL HOLDINGS
/s/ Jacob Agam
Name: Jacob Agam
Title: Chairman of the Board and Chief
Executive Officer
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
