SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1) (1)
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 Estates, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 21, 1998
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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(1) 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 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).
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<PAGE>
CUSIP
No. 293636106 13D
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1 | Name of Reporting Persons
| I.R.S. Identification No. of Above Persons (Entities Only)
| 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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| 7 | Sole Voting Power
| | 200,500 shares 2.1%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 400,000 shares 4.1%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 200,500 shares 2.1%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 400,000 shares 4.1%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 600,500 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)
| 6.0%
|
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14 | Type of Reporting Person* IN
|
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated April 21, 1998, constitutes Amendment No. 1 to the
Schedule 13D, dated June 17, 1997, regarding the reporting person's ownership of
certain securities of Enteractive, Inc. (the "Issuer").
Schedule 13D is hereinafter referred to as the "Schedule." All capitalized
terms used herein and otherwise undefined shall have the meanings ascribed in
the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended. It shall refer only to
information which has materially changed since the filing of the Schedule.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on an aggregate of 9,416,876 shares of Common Stock
outstanding, including 8,019,555 shares, as reported in the Issuer's Form 10-Q
for its quarter ended November 30, 1997, plus 1,397,321 shares issued in
February 1998) of outstanding shares of Common Stock owned beneficially by the
reporting person named in Item 2, as of April 21, 1998:
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
<S> <C> <C>
Eli Oxenhorn 600,500(1) 6.0%
</TABLE>
(b) Eli Oxenhorn has sole power to vote and to dispose of 200,500
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 2.1% 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 (representing 400,000 shares
issuable upon the exercise of the Revwood Option), representing approximately
4.1% of the outstanding Common Stock.
(c) The following is a description of all transactions in the
shares of Common Stock of the Issuer by the person identified in Item 2 of this
Schedule 13D effected from February 19, 1998 through April 21, 1998, inclusive.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Purchase of
Name of Shareholder Purchase or Sale Date Purchased or (Sold) Sale Price
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<S> <C> <C> <C>
Eli Oxenhorn 04/20/98 (75,000) $2.00
04/21/98 (25,000) $2.69
04/21/98 (12,500) $2.63
</TABLE>
(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.
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(1) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest therein.
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<PAGE>
Signature
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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: April 28, 1998
/s/ Eli Oxenhorn
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Eli Oxenhorn
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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