SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACTV, Inc.
(Name of Issuer)
Common Stock
(Title of Class of securities)
0008 8E112
(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)
March 20, 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 [ ].
Check the following box if a fee is being paid with the statement
[X].
(continued on following pages)
<PAGE> 2
CUSIP No. 0008 8E112 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
878,845 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
878,845 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
878,845 (See Item 5)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
6.9% (See Item 5)
14) Type of Reporting Person
CO
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.10
per share ("Common Stock"), of ACTV, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at 1270 Avenue of the Americas, New York, New York 10020.
ITEM 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 office
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 13, 1996, the Partnership acquired an aggregate of
30,000 shares of the 5% Cumulative Convertible Preferred Stock of two
wholly-owned subsidiaries of the Issuer ("Preferred Stock"). The
aggregate purchase price of these shares was $750,000, which was paid
out of the Partnership's working capital.
Subsequently, on February 11, 1997, the Partnership acquired an
additional 6,000 shares of Preferred Stock and, on February 14, 1997,
the Offshore Fund acquired 10,000 shares of Preferred Stock. The
aggregate purchase price of these shares was $489,760, which was paid
out of the Investors' working capital.
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
Preferred Stock held by the Investors was acquired and is held
for investment purposes.
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 Common Stock for
investment purposes by converting shares of Preferred Stock, 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.
(a) Preferred Stock may be exchanged for the number of shares of
Common Stock determined by dividing (i) $25 multiplied by
the number of shares of Preferred Stock being exchanged,
plus accrued and unpaid dividends on such shares, by (ii) an
exchange price equal to a specified percentage (decreasing
in monthly increments from 86% in January, 1997 to 69.625%
in September, 1997 and thereafter) of the lesser of (x) the
market price per share of Common Stock at the time of the
exchange or (y) in the case of exchanges taking place on and
after September 1, 1997, the average market price per share
of Common Stock for the month of August, 1997.
Consequently, the number of shares of Common Stock for which
the Investors' Preferred Stock may be exchanged is not fixed
until the time of the exchange.
Notwithstanding the foregoing, unless the Issuer seeks to
exercise a right to purchase Preferred Stock, a holder of
Preferred Stock cannot exchange it into Common Stock to the
extent that, after giving effect to the exchange, the holder
and its affiliates would beneficially own over 4.9% of the
outstanding Common Stock. A holder of Preferred Stock may
elect to terminate that limitation on 61 days' prior notice
to the Issuer, or immediately in the event of a change in
control (as defined) of the Issuer.
In view of that limitation, Global disclaims beneficial
ownership of more than 4.9% of the outstanding Common Stock.
Global is nevertheless filing this Statement because of the
potential applicability of Rule 13d-3(b) under the
Securities Exchange Act of 1934.
Without giving effect to that limitation:
(1) As of March 20, 1997, Global was the beneficial owner
of 630,747 shares of Common Stock (by reason of the
Investors' right to exchange their Preferred Stock for
that number of shares). Based upon the Issuer's Form
<PAGE> 5
10-K for the year ended December 31, 1996, the Issuer
had 11,787,106 shares of Common Stock outstanding.
Treating as also outstanding the 630,747 shares of
Common Stock for which the Investors' Preferred Stock
was exchangeable, Global would be deemed as of March
20, 1997 to have been the beneficial owner of 5.1% of
the Issuer's outstanding Common Stock.
(2) As of the date hereof, Global is the beneficial owner
of 878,845 shares of Common Stock (by reason of the
Investors' right to exchange their Preferred Stock for
that number of shares). Based upon the Issuer's Form
10-Q for the quarter ended March 31, 1997, the Issuer
has 11,838,734 shares of Common Stock outstanding.
Treating as also outstanding the 878,845 shares of
Common Stock for which the Investors' Preferred Stock
is exchangeable, Global would be deemed as of the date
hereof to be the beneficial owner of 6.9% of the
Issuer's outstanding Common Stock.
(b) Global would have the sole power to vote and dispose of any
shares of Common Stock issued in exchange for the Investors'
Preferred Stock.
(c) No transactions in Common Stock were effected by the
Investors during the sixty (60) days prior to March 20, 1997
or the date hereof.
(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 shares of Common Stock issued
in exchange for the Investors' Preferred Stock.
(e) Not applicable.
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 the Investors, such as the partnership
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 agreements entered into between the Investors and the
Issuer in connection with the Investors' acquisition of Preferred
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
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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: May 29, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
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Name: John D. Brandenborg
Title: Vice-President
