SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
(Amendment No. 3)
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)
January 6, 1998
(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. 0008 8E112 Schedule 13D (Amendment No. 3)
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
762,605 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
762,605 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
762,605 (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)
5.0% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 6 Pages
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SCHEDULE 13D
AMENDMENT NO. 3
This Amendment No. 3 to the Statement on Schedule 13D 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. 3
amends and supplements the Statement on Schedule 13D, as subsequently
amended (the "Schedule 13D"), relating to the common stock, par value
$0.10 per share ("Common Stock"), of ACTV, Inc., a Delaware
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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended by adding the following:
(a) Without giving effect to the limitation described in Item
5(a) of the Schedule 13D:
(1) As of January 6, 1998, Global was the beneficial owner
of 802,924 shares of Common Stock (by reason of the
Investors' i) right to exchange their Preferred Stock
for 761,942 shares of Common Stock and ii) holdings of
40,982 shares of Common Stock). Based upon the
Issuer's Form 10-Q for the quarter ended September 30,
1997, the Issuer had 14,434,612 shares of Common Stock
outstanding as of November 13, 1997. Treating as also
outstanding the 761,942 shares of Common Stock for
which the Investors' Preferred Stock was exchangeable,
Global would have been deemed as of January 6, 1998 to
be the beneficial owner of 5.3% of the Issuer's
outstanding Common Stock.
(2) As of the date hereof, Global is the beneficial owner
of 762,605 shares of Common Stock (by reason of the
Investors' i) right to exchange their Preferred Stock
for 762,523 shares of Common Stock and ii) holdings of
82 shares of Common Stock). Based upon the Issuer's
Form 10-Q for the quarter ended September 30, 1997, the
Issuer had 14,434,612 shares of Common Stock
outstanding as of November 13, 1997. Treating as also
outstanding the 762,523 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 5.0% of the Issuer's outstanding
Common Stock.
Item 5(c) is hereby amended by adding the following:
Page 3 of 6 Pages
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(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
to January 6, 1998 and the date hereof. The sales of Common
Stock described in Schedule A occurred on the Boston Stock
Exchange.
Page 4 of 6 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: January 12, 1998 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
------------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 5 of 6 Pages
<PAGE>
SCHEDULE A
----------
Transaction Transacting
Date Party Transaction Quantity Price
----------- ----------- ----------- -------- -----
1/5/98 Global Conversion 99,554 n/a
Bermuda of 4,000
Limited shares of 5%
Partnership Cumulative
Convertible
Preferred
Stock into
Common Stock
1/5/98 Global Sell 40,000 $1.851
Bermuda
Limited
Partnership
1/6/98 Global Conversion 48,890 n/a
Bermuda of 2,000
Limited shares of 5%
Partnership Cumulative
Convertible
Preferred
Stock into
Common Stock
1/6/98 Global Sell 67,500 $1.984
Bermuda
Limited
Partnership
1/7/98 Global Sell 11,000 $1.727
Bermuda
Limited
Partnership
1/8/98 Global Sell 14,000 $1.688
Bermuda
Limited
Partnership
1/9/98 Global Sell 15,900 $1.738
Bermuda
Limited
Partnership
Page 6 of 6 Pages
