SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sheffield Medical Technologies 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)
March 31, 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. 8212 3D309 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
602,640 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
602,640 (See Item 5)
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
602,640 (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 7 Pages
<PAGE> 3
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.01 value
("Common Stock"), of Sheffield Medical Technologies Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 30 Rockefeller Plaza, Suite 4515, New York, New
York 10112.
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 Merced
Partners, L.P., a Delaware limited partnership, and Global Bermuda
Limited Partnership, a Bermuda limited partnership (collectively, the
"Partnerships"). Global is the investment manager of Lakeshore
International, Ltd., a Bermuda limited liability company (the
"Offshore Fund"). 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 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 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 February 28, 1997, the Partnerships and the Offshore Fund (the
"Investors") acquired an aggregate of 15,000 shares of the Issuer's
Series A Cumulative Convertible Redeemable Preferred Stock, $.01 par
value (the "Series A Preferred Stock"), and Common Stock Purchase
Warrants (the "Warrants") for an aggregate of 150,663 shares of Common
Stock. The aggregate purchase price was $1,500,000, which was paid
out of the Investors' working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The Series A Preferred Stock and the Warrants held by the
Investors were acquired and are held for investment purposes.
Page 3 of 7 Pages
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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 the Series A Preferred
Stock, exercising the Warrants, 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) The Series A Preferred Stock will initially be convertible,
commencing May 29, 1997, into an aggregate of 451,977 shares
of Common Stock. The Warrants will be convertible,
commencing May 28, 1997, into an aggregate of 150,663 shares
of Common Stock. Based on the Issuer's Form 10K for the
year ended December 31, 1996, as of March 14, 1997 there
were 11,388,274 shares of Common Stock outstanding. Based
on that number of shares and treating the shares of Common
Stock underlying the Investors' Series A Preferred Stock and
Warrants as also being outstanding, Global would be deemed
to be the beneficial owner of 5.0% of the Issuer's
outstanding Common Stock.
Commencing June 28, 1997, the Series A Preferred Stock held
by the Investors will become convertible into the greater of
(i) 451,977 shares of Common Stock or (ii) a number of
shares of Common Stock equal to $1,500,000 divided by the
average of the closing bid prices for the Common Stock for
the 10 trading days preceding the conversion date (the
"Current Stock Price"). Commencing August 27, 1997, the
Series A Preferred Stock held by the Investors will become
convertible into the greater of (i) 451,977 shares of Common
Stock or (ii) a number of shares of Common Stock equal to
$1,500,000 divided by 85% of the Current Stock Price.
Accordingly, if conversion takes place on or after June 28,
1997, the number of shares issuable upon conversion will not
be fixed until the conversion date.
Upon conversion of shares of the Series A Preferred Stock,
the Investors will become entitled to cumulative dividends
on the converted shares at the rate of 7% per annum from the
date of issue, payable in shares of Common Stock valued at
the Current Stock Price. Thus the number of such dividend
shares to which the Investors would be entitled upon
conversion also will not be fixed until the conversion date.
(b) Global would have the sole power to vote and dispose of any
shares of Common Stock issued upon conversion of the
Investors' Series A Preferred Stock or upon exercise of the
Investors' Warrants (the "Shares").
Page 4 of 7 Pages
<PAGE> 5
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the past sixty (60) days.
All of such transactions were short sales executed on the
American Stock Exchange.
(d) No person other than the Investors has the right to receive
or the power to direct the receipt of dividends on the
Shares, or the proceeds from the sale of the Shares.
(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
agreements of the Partnerships 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 subscription agreements and ancillary agreements entered
into between the Investors and the Issuer in connection with the
Investors' acquisition of the Series A Preferred Stock and the
Warrants.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
Page 5 of 7 Pages
<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: 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 7 Pages
<PAGER> 7
SCHEDULE A
----------
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
3/6/97 Global Bermuda Sell 5,000 $3.125
3/17/97 Global Bermuda Sell 10,000 $3.25
3/19/97 Merced Sell 4,200 $3.0114
3/19/97 Lakeshore Sell 4,000 $3.0114
3/20/97 Lakeshore Sell 3,600 $3.0625
3/26/97 Global Bermuda Sell 2,800 $2.9375
4/4/97 Lakeshore Sell 10,000 $2.75
4/7/97 Merced Sell 10,000 $2.875
Page 7 of 7 Pages
