SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
(Amendment No. 1)
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)
September 18, 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 the following pages)
Page 1 of 6 Pages
<PAGE> 2
CUSIP No. 5846 2M100 Schedule 13D (Amendment No. 1)
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
1,556,928 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
1,556,928 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,556,928 (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)
9.1% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 6 Pages
<PAGE> 3
SCHEDULE 13D
AMENDMENT NO. 1
This Amendment No. 1 is being filed pursuant to Section
13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder. This Amendment No. 1 amends and
supplements the Statement on Schedule 13D relating to the common
stock, no par value ("Common Stock"), of Medical Technology and
Innovations, Inc., a Florida corporation (the "Issuer"), previously
filed by Global Capital Management, Inc., a Delaware corporation
("Global"). Capitalized terms used and not defined herein shall have
the meanings set forth in the Schedule 13D. Except as amended herein,
the Schedule 13D previously filed remains unchanged.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following:
Global Bermuda has reached an agreement in principle with
the Issuer, the terms of which are set forth in Exhibit 1 hereto,
pursuant to which:
1. Global Bermuda would sell all of its shares of Series A
Preferred Stock to Faisal Finance (Switzerland) SA (the
"Purchaser") at $3,800 per share (the "Sale").
2. The exercise price of the Warrant would be reduced to
$1.00 per share of Common Stock.
3. Global Bermuda and the Issuer would execute a mutual
release.
Global Bermuda has reached an agreement in principle with
the Purchaser, the terms of which are set forth in Exhibits 2 and
3 hereto, pursuant to which:
A. Global Bermuda would rescind the Notice of Conversion
(the "Conversion Notice") for 15 shares of Series A
Preferred Stock that it submitted to the Issuer on July
1, 1997 and release all claims to penalties for the
Issuer's failure to honor the Conversion Notice.
B. The Purchaser would grant Global Bermuda a European-
style option expiring nine months after the date of the
Sale entitling Global Bermuda to repurchase 34 shares
of Series A Preferred Stock, with terms modified as
described below, at $3,971 per share (the
"Repurchase").
C. The terms of the Series A Preferred Stock repurchased
by Global Bermuda would be modified:
Page 3 of 6 Pages
<PAGE> 4
a. to change the conversion price to a fixed price of
$.40 per share of Common Stock;
b. to restrict conversions as set forth in paragraph
4.b. of Exhibit 2; and
c. to prohibit conversion of more than one-third of
the repurchased shares prior to one month after
the Repurchase or more than two-thirds of such
shares prior to two months after the Repurchase.
Global Bermuda's agreement in principle with the Issuer is
subject to approval by the Issuer's Board of Directors. Its
agreement with the Purchaser is subject to the conditions
specified in Exhibits 2 and 3. Both agreements in principle are
subject to the negotiation and execution of mutually satisfactory
documentation.
Global Bermuda was advised by the Purchaser on September 18,
1997 that all conditions to the agreements in principle described
above have been or are expected to be satisfied.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(c) is hereby amended to read as follows:
(c) No transactions in Common Stock were effected by Global
Capital Management during the sixty (60) days prior to the
date of this Amendment.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to read as follows:
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 and except as described in Item 4
above.
Page 4 of 6 Pages
<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Facsimile message dated September 10, 1997 from Jeremy
P. Feakins, Chairman of the Board of Issuer, to Brian
Taylor of Global Bermuda.
Exhibit 2: Letter dated September 9, 1997 from Brian Taylor of
Global Bermuda to Maxi Brezzi of Purchaser.
Exhibit 3: Facsimile message dated September 10, 1997 from Maxi
Brezzi to Brian Taylor.
Page 5 of 6
<PAGE> 6
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: September 23, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
----------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 6 of 6 Pages
<PAGE> 7
EXHIBIT 1
---------
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
717-892-6770 PHONE
717-892-6778 FAX
----------------------------------------------------------------------
FACSIMILE TRANSMITTAL SHEET
----------------------------------------------------------------------
TO: Brian Taylor FROM: JEREMY P. FEAKINS
COMPANY: GLOBAL BERMUDA, LP DATE: September 10, 1997
FAX NUMBER: 612-476-7201 TOTAL NO. OF PAGES
INCLUDING COVER: 2 PAGE
----------------------------------------------------------------------
___URGENT ___FOR REVIEW ___PLEASE COMMENT ___PLEASE REPLY
___ PLEASE RECYCLE
----------------------------------------------------------------------
NOTES/COMMENTS: DEAR INVESTOR:
I am very pleased to inform you that we have successfully agreed
with 100% of the holders of the company's Series "A" Preferred Stock to
an amended and final alternative exchange offer as per the details
attached.
The offer is subject to both the Board of Directors approval and to
final documentation.
This successful situation has been made possible by much hard work
and tremendous effort and support by a number of you working together
with our management team and Directors.
The Company is now focused on raising the working capital of
$575,000 which is needed to complete this transaction. Please be so kind
as to confirm that you have received this fax and that you have accepted
the amended terms by signing a copy of this offer and sending it back to
me at your earliest opportunity. If you have any questions or concerns,
please do not hesitate to call me at once.
With best regards,
Very truly yours,
/s/ Jeremy P. Feakins
---------------------
Jeremy P. Feakins
Chairman of the Board
Chief Executive Officer
<PAGE> 8
I have received the final enhanced terms of the alternative exchange
offer (attached to your fax of Sept. 10) to holders of the Series "A"
Preferred Stock of Medical Technology & Innovations, Inc.
Global Bermuda Limited Partnership
By: Global Capital Management, Inc., General Partner
Signed: /s/ Richard J. Emmerich Title: President Date: 9/11/97
----------------------- --------- -------
Richard J. Emmerich
----------------------------------------------------------------------
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
CORPORATE HEADQUARTERS
3125 NOLT ROAD
LANCASTER, PA 17601
<PAGE> 9
AMENDED ALTERNATIVE EXCHANGE OFFER
TO HOLDERS OF SERIES "A" PREFERRED STOCK OF
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
ALTERNATIVE ONE
- Sale of the preferred Series A (USD 10'000 face value) for a total
consideration of USD 3'800 per share (accretion included) to a
financial institution named by MTEN.
- All warrants issued in connection with the placement of the Series A
preferred shares shall be modified to provide for an exercise price
of $1.00, cash, per warrant.
- The investor and MTEN shall sign a mutual release.
ALTERNATIVE TWO
- Exchange of the Preferred Series A (USD 10'000 face value) for:
- One Preferred Series B (USD 6'000 face value), and
- 10,000 Restricted Common Shares of MTEN.
- All warrants issued in connection with the placement of the
Series A preferred shares shall be modified to provide for an
exercise price of $1.00, cash, per warrant
- Effective Exchange Date: Sept. 30, 97.
Series B Preferred
------------------
Face value: USD 6'000.
Accretion: 8% as from Oct. 1st, 1997.
Term: August 31st, 2000.
CONVERSION INTO COMMON STOCK: as from Oct. 1st, 1998 at a fixed
conversion price of USD 1. Maximum amount convertible per month:
10% of the holding (+accretion) for the period until Feb. 28th,
1999, and 20% per month thereafter.
CONVERSION ACCELERATION: the percentages mentioned in the prior
paragraph are doubled if MTEN stock trades for 10 consecutive days
at a price of USD 2 or more.
REDEMPTION BY THE COMPANY: at any time at the option of MTEN or
mandatory on Sept. 30, 2000, either in cash at 110% of the face
value (+accretion) or in shares (valued at the average closing bid
price for the 30 days preceding MTEN election to redeem) at 120% of
the face value (+accretion).
<PAGE> 10
10'000 RESTRICTED COMMON SHARES.
The shares will be freely tradable according to the following timetable:
Dec. 1st, 97 250 shares;
Jan. 1st, 98 500 shares;
Feb. 1st, 98 750 shares;
Apr. 1st, 98 1,000 shares;
July 1st, 98 3,000 shares;
Oct. 1st, 98 4,500 shares.
Note: Subject to MTEN Board of Directors Approval and Final
Documentation.
<PAGE> 11
EXHIBIT 2
---------
GLOBAL BERMUDA
A Limited Partnership
ORIGINAL CORRESPONDENCE TO:
Global Bermuda, L.P.
c/o Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, MN 55305
Tel: (612) 476-7200
Fax: (612) 476-7201
REGISTERED OFFICE: September 9, 1997
Global Bermuda, L.P.
c/o Codan Services Ltd.
Clarendon House
Church Street
Hamilton, Bermuda
Mr. Maxi Brezzi
Faisal Finance (Switzerland) SA
Fax: 41 22 929 53 94
Dear Mr. Brezzi:
Thank you for taking time away from your family to explain some of the
details of your restructuring proposal for Medical Technologies and
Innovations Series A Preferred Stock.
In principal, we would be willing to accept your proposal under the
following conditions:
1. Global Bermuda will rescind the conversion notice it submitted for
15 Series A shares on July 10, 1997 and forfeit all claims to
penalties for the company's failure to honor such notice.
2. Global Bermuda will sell to Faisal Finance 45 Series A shares
at a price of $3,800 per share.
3. Global Bermuda will receive an option from Faisal to repurchase
34 Series A shares from Faisal at an exercise price of $3,971
per share and with an expiration date falling 9 months after the
date of sale to Faisal.
4. The Series A shares will be restructured to have
a. a single conversion price fixed at $.40 per common share,
<PAGE> 12
b. a limit on the amount of shares that any one entity may
convert into at any point in time of 5% of the
outstanding shares of the company, and
c. conversion of Series A shares shall be restricted such
that no more than one third of Global Bermuda's
holdings may be converted during the first month following
repurchase and no more than two thirds may be converted
during the second month following repurchase after which
time there shall be no restrictions upon conversion.
5. Global Bermuda will have the right any time after it repurchases
Series A shares to require Faisal to purchase any such shares at a
cash price equal to the conversion value at such time if Global
Bermuda's counsel considers it possible that Faisal is an affiliate
of Medical Technology at the time Global Bermuda repurchases the
preferred unless Medical Technology registers the common shares
which the Series A preferred shares are convertible into prior to
such time.
6. Global Bermuda will retain the warrants it received in connection
with its original purchase of Series A shares and the strike for
such warrants shall be reduced to $1.00.
7. The sale of Series A shares by Global Bermuda to Faisal shall be
settled before September 24, 1997.
Please advise us if such terms are acceptable to you.
Best regards,
Brian Taylor
<PAGE> 13
EXHIBIT 3
---------
FAISAL FINANCE (SWITZERLAND) SA
LA TOUR COINTRIN
84, AV LOUIS-CASAL, P.O. BOX 161
CH-1216 GENEVA - SWITZERLAND
TELEPHONE: +41 22 791 72 58
TELEFAX: +41 22 929 53 94
TELEFAX
TO: BRIAN TAYLOR FROM: MAXI BREZZI
FAX: 001 612 476 7201 PAGES: 1
DATE: SEPTEMBER 10, 1997
CC: OUR REF.: 0910 GLOBAL BERMUDA.DOC
RE: MTEN.
----------------------------------------------------------------------
Thank you for your fax of yesterday accepting our proposal.
The terms are substantially those we discussed and agreed over the phone.
I need to understand paragraph 5 and I have already asked my counsel to
advise me. Most likely we will have to re-word that sentence and make it
a little bit more tight.
Our engagement is conditioned to the successful completion of the
workout, i.e.:
1. 100% of the Preferred Series A holders to accept one of the two
alternatives offered by MTEN (i.e. either to sell their Preferred
Shares or to convert into a new instrument).
2. The terms of Alternative 2 (conversion into a new instrument) to be
substantially those contained in MTEN fax dated August 4th, 97.
3. MTEN to secure sufficient working capital to implement its business
plan (at least USD 550'000).
4. An independent expert appointed by Faisal to carry out a due
diligence on MTEN.
5. MTEN to agree not to issue any additional convertible instrument,
share capital or warrants for a period of 12 months without Faisal
prior agreement.
6. Mr. Jeremy Feakins, to lock up his shares which will become freely
tradable as of Oct. 1997.
<PAGE> 14
7. MTEN to keep all its SEC filings current, with particular respect to
the 10K which is due for filing by the end of September.
To the best of our knowledge, the only outstanding matters are number 3
and 7.
Best regards.
/s/ Maxi Brezzi
