SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Sheffield Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
8212 3D309
(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 9, 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>
CUSIP No. 8212 3D309 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
1,323,193 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
1,323,193 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,323,193 (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)
9.6% (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
relating to the common stock, par value $0.01 per share ("Common
Stock"), of Sheffield Pharmaceuticals, Inc. (formerly Sheffield
Medical Technologies 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 modifying the description set forth above in this
Item 5(a):
(1) As of December 9, 1997, the Investors held (i) 37
shares of Common Stock, (ii) Series A Preferred Stock
that was convertible into an aggregate of 952,608
shares of Common Stock and (iii) Warrants that were
exercisable for an aggregate of 150,663 shares of
Common Stock. Furthermore, as of December 9, 1997, the
Investors were entitled to cumulative dividends of an
aggregate of 51,884 shares of Common Stock upon
conversion of the Series A Preferred Stock or exercise
of the Warrants. Based upon the Issuer's Form 10-Q for
the quarter ended September 30, 1997, there were
12,511,875 shares of Common Stock outstanding as of
that date. Based upon that number of shares and
treating the shares of Common Stock underlying the
Investors' Series A Preferred Stock, Warrants and
cumulative dividends as also being outstanding, Global
would be deemed to be the beneficial owner of 8.4% of
the Issuer's outstanding Common Stock as of December 9,
1997.
(2) As of the date hereof, the Investors held (i) 14,189
shares of Common Stock, (ii) Series A Preferred Stock
that was convertible into an aggregate of 1,096,516
shares of Common Stock and (iii) Warrants that were
exercisable for an aggregate of 150,663 shares of
Common Stock. Furthermore, as of the date hereof, the
Investors were entitled to cumulative dividends of an
aggregate of 61,825 shares of Common Stock upon
Page 3 of 6 Pages
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conversion of the Series A Preferred Stock or exercise
of the Warrants. Based upon the Issuer's Form 10-Q for
the quarter ended September 30, 1997, there were
12,511,875 shares of Common Stock outstanding as of
that date. Based upon that number of shares and
treating the shares of Common Stock underlying the
Investors' Series A Preferred Stock, Warrants and
cumulative dividends as also being outstanding, Global
would be deemed to be the beneficial owner of 9.6% of
the Issuer's outstanding Common Stock as of the date
hereof.
Item 5(c) is hereby amended to read as follows:
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
to December 9, 1997 and the date hereof. All of such
transactions were executed on the American 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: December 19, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
----------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 5 of 6 Pages
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SCHEDULE A
----------
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
10/13/97 Merced Sell 3,000 $2.375
10/20/97 Merced Sell 2,000 $2.25
10/21/97 Merced Sell 2,500 $2.3125
10/22/97 Merced Sell 5,000 $2.4375
10/23/97 Merced Sell 1,600 $2.375
12/18/97 Merced Conversion of 43,330 N/A
500 shares of
Series A
Preferred Stock
into Common
Stock
12/18/97 Merced Sell 7,000 $1.375
12/19/97 Merced Sell 22,149 $1.25
</TABLE>
Page 6 of 6 Pages
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