SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NOXSO Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
6701 55100
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 11, 1997
(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 [ ].
(continued on following pages)
Page 1 of 6 Pages<PAGE>
CUSIP No. 6701 55100 Schedule 13D
1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos.
of Above Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7) Sole Voting Power
668,000 (See Item 5)
8) Shared Voting Power
0
9) Sole Dispositive Power
668,000 (See Item 5)
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
668,000 (See Item 5)
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
6.3% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 6 Pages<PAGE>
SCHEDULE 13D
SECTION 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.01 par value
("Common Stock"), of NOXSO Corporation, a Virginia corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at 2412 Lytle Road, Bethel Park, Pennsylvania 15102.
SECTION 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Global Capital Management,
Inc., a Delaware corporation ("Global"). Global manages private
investment vehicles. Global is the general partner of Global Bermuda
Limited Partnership, a Bermuda limited partnership (the
"Partnership"). Global is also the investment manager of Lakeshore
International, Ltd., a Bermuda limited liability company (the
"Offshore Fund"; the Partnership and the Offshore Fund are referred to
collectively herein as the "Investors"). The directors and executive
officers of Global are Richard J. Emmerich, John D. Brandenborg, and
Michael J. Frey (the "Directors"), who are principally employed,
respectively, as President and Chief Executive Officer, Vice President
and Treasurer, and Vice President and Secretary of Global. All of the
Directors are U.S. citizens.
The principal office of Global is located at 601 Carlson Parkway,
Suite 200, Minnetonka, Minnesota 55305, which is also the business
address of Messrs. Emmerich, Frey and Brandenborg.
During the last five years, neither Global nor any of the
Directors has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting it or him 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.
SECTION 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 12, 1996, the Investors acquired an aggregate of
334,000 shares of Common Stock (the "Shares"), and warrants to
purchase up to an aggregate of 334,000 shares of Common Stock (the
"Warrants") for an aggregate price of $501,000, which the Investors
paid out of their working capital.
SECTION 4. PURPOSE OF TRANSACTION.
The Investors acquired the Shares and the Warrants referred to in
Item 3 for investment purposes.
Page 3 of 6 Pages<PAGE>
Neither Global nor the Directors have any plans or proposals
which relate to or would result in transactions of the kind described
in paragraphs (a) through (j) of Item 4 of Schedule 13D, except that
Global may from time cause the Investors to acquire additional shares
of Common Stock for investment purposes by exercising the Warrants, or
otherwise, and may from time to time sell shares of Common Stock long
or short in the market or in negotiated transactions.
SECTION 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Global is the beneficial owner of an aggregate of 334,000
shares of Common Stock of the Issuer. Global would also be
deemed to be the beneficial owner of the 334,000 shares of
Common Stock underlying the Warrants as the Warrants are
exercisable commencing December 10, 1997. The Issuer's Form
10-Q for the quarter ending March 31, 1997 stated that, as
of April 30, 1997, the Issuer had 10,286,944 shares of
Common Stock outstanding. Based on that number of shares
and treating as also being outstanding the shares of Common
Stock underlying the Warrants, Global would be deemed to be
the beneficial owner of 6.3% of the Issuer's outstanding
Common Stock. As of the date of this Schedule 13D, Global
has a short position of an aggregate of 198,100 shares of
Common Stock.
(b) Global has the sole power to vote and to dispose of all of
the Shares and would have the sole power to vote and to
dispose of any additional shares of Common Stock issued upon
exercise of the Warrants.
(c) No transactions in Common Stock were effected by the
Investors during the sixty (60) days prior to the date of
this Schedule 13D.
(d) No person other than the Investors has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the Shares and no person
other than the Investors would have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, any additional shares of Common
Stock issued upon exercise of the Warrants.
(e) Not applicable.
SECTION 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
herein with respect to securities of the Issuer (other than contracts,
arrangements, understandings and relationships generally applicable to
portfolio securities of the Investors, such as the partnership
Page 4 of 6 Pages<PAGE>
agreement of the Partnership and the investment management agreement
between Global and the Offshore Fund). There are no contracts,
arrangements, understandings or relationships between such persons and
any other person with respect to any securities of the Issuer, except
for the subscription agreements and ancillary agreements between the
Investors and the Issuer entered into in connection with the
Investors' acquisition of the Shares and the Warrants.
SECTION 7. Material to be Filed as Exhibits.
No exhibits are required to be filed as part of this Schedule
13D.
Page 5 of 6 Pages<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.
Date: October 20, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
--------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 6 of 6 Pages<PAGE>
