SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ENTERACTIVE, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
293636106
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(CUSIP Number)
Copy to:
Stephen A. Cohen, Esq.
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 17, 1997
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(Date of Event which Requires Filing 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 space .
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP
No. 293636106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eli Oxenhorn
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2 Check the Appropriate Box if a Member of a Group* (a) //
(b) //
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person with.
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7 Sole Voting Power
313,000 shares 4.0%
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8 Shared Voting Power
400,000 shares 4.9%
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9 Sole Dispositive Power
313,000 shares 4.0%
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10 Shared Dispositive Power
400,000 shares 4.9%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
713,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
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13 Percent of Class Represented by Amount in Row (11)
8.6%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement, dated June 17, 1997, relates to the reporting person's
ownership of certain securities of Enteractive, Inc. (the "Issuer").
ITEM 1. SECURITY AND ISSUER
(a) Common Stock, 0.01 par value per share (CUSIP No. 293636106).
(b) Warrants ("1994 Warrants"), entitling the holder thereof to
purchase 25,500 shares of Common Stock at $2.35 per share, exercisable at any
time prior to January 1999.
(c) Option ("Option") to purchase 50,000 shares of Common Stock,
expiring January 3, 2004, entitling the holder thereof to purchase the Common
Stock at $2.35 per share, exercisable as of January 3, 1995.
(d) Non-Qualified Stock Option ("Non-Qualified Option") to purchase
125,000 shares of Common Stock, expiring on November 10, 2004, entitling the
holder thereof to purchase the Common Stock at $3.75 per share, exercisable
commencing on November 10, 1995.
(e) Option ("Revwood Option") to purchase 400,000 shares of Common
Stock expiring on November 4, 1999, entitling the holder thereof to purchase
the shares of Common Stock at $2.375 per share, exercisable on August 15, 1997,
issued to Revwood General Partners.
(f) Enteractive, Inc.
Suite 2100
110 West 40th Street
New York, New York 10018
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Eli Oxenhorn
(b) Address:
56 The Intervale
Roslyn, New York 11576
(c) Principal Occupation: Consultant
(d) Within the last five (5) years, Eli Oxenhorn has not been convicted
in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Eli Oxenhorn has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
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(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The reporting person obtained funds for the purchase of the securities from
his personal funds.
On August 31, 1994, Revwood Merchant Partners ("Revwood"), of which Eli
Oxenhorn is a general partner, acquired restricted shares of Common Stock in a
private transaction. On December 2, 1994 Revwood distributed 37,500 restricted
shares of Common Stock to each of its general partners.
The Board of Directors of the Issuer approved the grant of the
Non-Qualified Option to Eli Oxenhorn, as of November 10, 1994, under the
Issuer's 1994 Stock Option Plan for Consultants.
On June 16, 1995, Revwood made a capital distribution to each of its two
general partners in the form of the Option. The capital distribution was of an
option to the Issuer previously granted to Revwood as of January 3, 1994.
Effective November 4, 1996, the Board of Directors of the Issuer granted a
three-year option to purchase 400,000 shares of the Issuer's Common Stock to
Revwood at a price of $2.375 per share. The Option is not exercisable until
August 15, 1997.
The amount of funds used in making the purchases of the shares of Common
Stock are set forth below:
NAME AMOUNT OF CONSIDERATION
---- --------------------------
Eli Oxenhorn $315,400
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person acquired his securities for purposes of investment.
The reporting person does not have any plans or proposals which relate to or
would result in any of the actions set forth in subparagraphs (a) through (j) of
Item 4 of Schedule 13D .
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 7,679,441 shares of Common Stock outstanding as reported in the
Issuer's Prospectus dated April 11, 1997) of outstanding shares of Common Stock
owned beneficially by the reporting person named in Item 2, as of June 17, 1997:
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
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Eli Oxenhorn 713,000(1) 8.6%
(b) Eli Oxenhorn has sole power to vote and dispose of 313,000 shares of
Common Stock (including 200,500 shares issuable upon the exercise of the
Non-Qualified Option, the Option and the 1994 Warrants), representing
approximately 4.0% of the outstanding Common Stock. By virtue of being a general
partner of Revwood, Eli Oxenhorn may be deemed to have shared power to vote and
to dispose of 400,000 shares of Common Stock (including 400,000 shares issuable
upon the exercise of the Revwood Option), representing approximately 4.9% of the
outstanding Common Stock.
(c) There were no transactions in any of the securities of the Issuer by
the person identified in Item 2 of this Schedule 13D effective from April 17,
1997 through June 17, 1997, inclusive.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A - Option Agreement, dated November 12, 1996 between the Issuer
and Revwood General Partners.
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1 The reporting person disclaims beneficial ownership of these securities,
except to the extent of his equity interest therin.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies that the information set forth in this Schedule is
true, complete, and correct.
Date: June 27, 1997
/s/ ELI OXENHORN
Eli Oxenhorn
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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Exhibit A
ENTERACTIVE, INC.
110 West 40th Street
New York, New York 10018
Revwood General Partners
c/o Mr. Eli Oxenhorn
56 The Intervale
Roslyn Estates
Roslyn, NY 11576
Gentlemen:
In connection with certain services you are performing on behalf of
Enteractive, Inc. (the "Company") we are pleased to inform you that effective
November 4, 1996 the Board of Directors of the Company granted you an option to
purchase 400,000 shares (the "Shares") of Common Stock, par value $.01 per
share, of the Company, at a price of $2.375 per Share.
No part of the option is currently exercisable. The option may be exercised
at any time on or after August 15, 1997. You must purchase a minimum of 50
Shares or more (but not fractional shares) each time you choose to purchase
Shares, except to purchase the remaining Shares available to you. The option
will expire, to the extent it is not previously exercised, on November 4, 1999.
In the case of any reclassification of the Common Stock or any
reorganization, consolidation or merger of the Company with or into another
corporation (other than a merger or reorganization with respect to which the
Company is the continuing corporation and which does to result in any
reclassification of the Common Stock), the Board of Directors shall make an
appropriate and equitable adjustment in the number and kind of Shares reserved
for issuance under the option and in the number and kind of Shares reserved for
issuance under the option and in the number and option price of shares subject
to the outstanding option granted, to the end that after such event your
proportionate interest shall be maintained as immediately before the occurrence
of such event.
The granting and exercise of the option granted hereunder, and the
obligation of the Company to sell and deliver Shares under such option, shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities as may be required.
All certificates for Shares delivered pursuant to the option granted
hereunder shall be subject to such stock transfer orders and other restrictions
as the Board of Directors may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
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upon which the Shares are then listed, and any applicable Federal or state
securities law, and the Board of Directors may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.
Unless at the time of the exercise of this option a registration statement
under the Securities act of 1933, as amended (the "Act"), is in effect as to
such Shares, any Shares purchased by you upon the exercise of this option shall
be acquired for investment and not for sale or distribution, and if the Company
so requests, upon any exercise of this option, in whole or in part, you will
execute and deliver to the Company a certificate to such effect. The Company
shall not be obligated to issue any Shares pursuant to this option if, in the
opinion of counsel to the Company, the Shares to be so issued are required to be
registered or otherwise qualified under the Act or under any other applicable
statute, regulation or ordinance affecting the sale of securities, unless and
until such Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law, unless at the time
of the exercise of this option a registration statement under the Act is in
effect as to such Shares (i) any Shares purchased by you upon exercise of this
option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, compliance with
Regulations A promulgated under the act or some other disclosure exemption will
be required; (iv) certificates for Shares to be issued to you hereunder shall
bear a legend to the effect that the Shares have not been registered under the
Act and that the Shares may not be sold, hypothecated or otherwise transferred
in the absence of an effective registration statement under the Act relating
thereto or an opinion of counsel satisfactory to the Company that such
registration is not required; (v) the Company will place an appropriate "stop
transfer" order with its transfer agent with respect to such Shares; and (vi)
the Company has undertaken no obligation to register the Shares or to include
the Shares in any registration statement which may be filed by it subsequent to
the issuance of the shares to you. In addition, you understand and acknowledge
that the Company has no obligation to you to furnish information necessary to
enable you to make sales under Rule 144.
No member of the Board of Directors, or any officer or employee of the
Company acting on behalf of the Board, shall be personally liable for any
action, determination, or personally liable for any action, determination, or
interpretation taken or make in good faith with respect to the option granted
hereunder, and all members of the Board and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.
This option (or installment thereof) is to be exercised by delivering to
the Company a written notice of exercise in the form attached hereto as Exhibit
A, specifying the number of Shares to be purchased, together with payment of the
purchase price of the Shares to be purchased. The purchase price is to be paid
in cash or, at the discretion of the Board of Directors, by delivering shares of
the Company's stock already owned by you and having a fair market value on the
date of exercise equal to the exercise price of the option, or a combination of
such shares and cash.
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Would you kindly evidence your acceptance of this option and your agreement
to comply with the provisions hereof by executing this letter under the words
"Agreed To and Accepted."
Very truly yours,
ENTERACTIVE, INC.
By: /s/ ANDRES GYENES
Andrew Gyenes, Chairman of the
Board and Chief Executive
Officer
AGREED TO AND ACCEPTED:
REVWOOD GENERAL PARTNERS
By: /s/ ELI OXENHORN
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Eli Oxenhorn
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Enteractive, Inc.
110 West 40th Street
New York, New York 10018
Gentlemen:
Notice is hereby given of my election to purchase _________ shares of
Common Stock, $.01 par value (the "Shares"), of Enteractive, Inc. at a price of
$2.375 per Share, pursuant to the provisions of the option granted to me
effective on November 4, 1996. Enclosed in payment for the Shares is:
/ / my check in the amount of $_________. *
/ / _________ Shares having a
total value
$_______, such value being based on the
closing price(s) of the Shares on the date
hereof.
The following information is supplied for use in issuing and registering
the Shares purchased hereby:
Number of Certificates
and Denominations --------------------
Name --------------------
Address --------------------
--------------------
--------------------
Social Security Number --------------------
Dated: ____________, 19__
Very truly yours,
----------------------
*Subject to the approval of the
Board of Directors
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