SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Medical Technology and Innovations, Inc.
(Name of Issuer)
Common Stock
(Title of Class of securities)
5846 2M100
(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)
December 24, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement
[X].
(continued on following pages)
<PAGE> 2
CUSIP No. 5846 2M100 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 Box 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
817,367 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
817,367 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
817,367 (See Item 5)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13) Percent of Class Represented by Amount in Row (11)
6.0% (See Item 5)
14) Type of Reporting Person
CO
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<PAGE> 3
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value
("Common Stock"), of Medical Technology and Innovations, Inc., a
Florida corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 1428 Brickell Avenue, 8th Floor, Miami,
Florida 33131.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Global Capital Management,
Inc., a Delaware corporation ("Global Capital Management"). Global
Capital Management manages private investment vehicles. Global
Capital Management is the general partner of Global Bermuda Limited
Partnership, a Bermuda limited partnership ("Global Bermuda"). The
directors and executive officers of Global Capital Management 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 Capital Management. All of the
Directors are U.S. citizens.
The principal office of Global Capital Management is located at
602 Carlson Parkway, Suite 200, Minnetonka, Minnesota 55305, which is
also the office address of Messrs. Emmerich, Frey and Brandenborg.
During the last five years, neither Global Capital Management 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 17, 1996, Global Bermuda acquired 75 shares of the
Issuer's Series A Preferred Stock, $100 par value (the "Series A
Preferred Stock"), and a warrant to purchase up to 275,229 shares of
Common Stock (the "Warrant") for an aggregate price of $750,000, which
Global Bermuda paid out of its working capital.
Global Bermuda subsequently acquired an aggregate of 617,138
shares of Common Stock through conversion of a portion of its Series A
Preferred Stock.
Page 3 of 8 Pages
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
Global Bermuda acquired the Series A Preferred Stock, the
Warrant, and the shares of Common Stock referred to in Item 3 for
investment purposes.
Global Capital Management has no present 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 Bermuda may from time to time acquire Common Stock for
investment purposes by converting shares of the Series A Preferred
Stock, exercising the Warrant, or otherwise, and may from time to time
sell shares of Common Stock long or short in the market or in
negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 24, 1996:
(a) Global Capital Management was the beneficial owner of an
aggregate of 817,367 shares of Common Stock of the Issuer
(consisting of 542,138 shares of Common Stock (the "Shares")
and 275,229 shares of Common Stock underlying the Warrant).
The Issuer's Form 10QSB for the quarter ended September 30,
1996 stated that as of that date there were 12,678,280
shares of Common Stock outstanding. Based on that number of
shares and treating as also being outstanding (i) shares of
Common Stock issued to Global Bermuda upon conversion of
Series A Preferred Stock after September 30, 1996 and (ii)
the shares of Common Stock underlying Global Bermuda's
Warrant, Global Capital Management would be deemed to be the
beneficial owner of 6.0% of the Issuer's outstanding Common
Stock.
Global Capital Management disclaims beneficial ownership of
the shares of Common Stock underlying the Series A Preferred
Stock. As long as the Conversion Price (defined below) is
less than $2.725, a holder's right to convert shares of
Series A Preferred Stock is subject to a right on the part
of the Issuer to redeem the shares sought to be converted
for cash in lieu of allowing conversion (the "Issuer's
Discretionary Redemption Right"). The conversion price was
less than $2.725 on December 24, 1996 and has remained below
$2.725 at all times since that date. Global Bermuda's right
to acquire Common Stock by converting shares of Series A
Preferred Stock is therefore subject to a substantial
condition beyond its control.
Subject to the Issuer's Discretionary Redemption Right, as
of any date (the "Conversion Date"), all or a portion of the
Series A Preferred Stock may be converted into the number of
shares of Common Stock determined by dividing the stated
value of the shares to be converted (plus an amount equal to
Page 4 of 8 Pages
<PAGE> 5
8% per annum on the stated value of such shares from the
date of issuance of the Series A Preferred Stock) by a
conversion price (the "Conversion Price"). The Conversion
Price is equal to the lesser of (i) $2.725 and (ii) 85% of
the average closing bid price for the Issuer's Common Stock
for the five trading days immediately preceding the
Conversion Date. Accordingly, the number of shares of
Common Stock into which Series A Preferred Stock may be
converted, subject to the Issuer's Discretionary Redemption
Right, will not be fixed until the Conversion Date.
(b) Global Capital Management has the sole power to vote and the
sole power to dispose of the Shares and would have the sole
power to vote and sole power to dispose of any Common Stock
acquired upon exercise of the Warrant.
(c) Schedule A describes each transaction in Common Stock
effected by Global Bermuda during the sixty (60) days prior
to January 3, 1997 (i.e., 10 days after December 24, 1996).
All of the transactions in Common Stock (other than
conversions of the Series A Preferred Stock) occurred on the
OTC Bulletin Board system.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the Shares or the Warrant.
(e) Global Capital Management ceased to be the beneficial owner
of more than five percent of the Common Stock of the Issuer
on March 10, 1997. Schedule B describes each transaction in
Common Stock effected by Global Bermuda during the sixty
(60) days prior to March 10, 1997.
ITEM 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 Global Bermuda, such as its partnership
agreement). 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 a subscription agreement
and ancillary agreements between Global Bermuda and the Issuer entered
into in connection with Global Bermuda's acquisition of the Series A
Preferred Stock and the Warrant.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
Page 5 of 8 Pages
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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: April 10, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Richard J. Emmerich
--------------------------------
Name: Richard J. Emmerich
Title: President and Chief Executive
Officer
Page 6 of 8 Pages
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SCHEDULE A
----------
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
11/27/96 Global Bermuda Conversion 147,058 $0.68
of $100,000
of Series A
Preferred
Stock into
Common Stock
12/24/96 Global Bermuda Conversion 470,080 $0.4255
of $200,000
of Series A
Preferred
Stock into
Common Stock
12/24/96 Global Bermuda Sell 75,000 $0.625
12/27/96 Global Bermuda Sell 5,000 $0.75
12/30/96 Global Bermuda Sell 50,000 $0.75
Page 7 of 8 Pages
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SCHEDULE B
----------
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
1/24/97 Global Bermuda Sell 10,000 $0.6875
2/4/97 Global Bermuda Sell 30,000 $0.5625
2/5/97 Global Bermuda Sell 12,000 $0.625
2/11/97 Global Bermuda Sell 5,000 $0.5625
2/26/97 Global Bermuda Sell 15,000 $0.5
3/6/97 Global Bermuda Sell 50,000 $0.375
Page 8 of 8 Pages
