SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
ENTERACTIVE, INC.
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(Name of Issuer)
ENTERACTIVE, INC.
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(Name of Person(s) Filing Statement)
Common Stock Purchase Warrant Expiring December 13, 2001
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(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Andrew Gyenes
Enteractive, Inc.
110 West 40th Street, Suite 2100
New York, New York 10018
(212) 221-6559
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Steven Wolosky, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, NY 10022
(212) 753-7200
Facsimile: (212) 755-1467
November 19, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee
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$1,750,000 $350.00
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/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid: 350.00 Filing party: N/A
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Form or registration no.: Schedule 13E-4 Date filed: November 26,1997
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(1) Estimated solely for purposes of calculating the fee in accordance with
Rule 0-11 under the Securities Exchange Act of 1934, as amended. Based
upon the book value of the Warrants $.416, multiplied by the number of
Warrants that the issuer, Enteractive, Inc. (the "Company") is offering
to acquire (4,200,000) Warrants).
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This constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule
13E-4 filed by the undersigned (the "Schedule 13E-4"). This Amendment No. 1
supplements the Schedule 13E-4 as specifically set forth. All capitalized terms
used herein which are not otherwise defined have the meaning ascribed to them in
the Schedule 13E-4.
This Amendment to Schedule 13E-4 is being filed to amend Item 1(b) and
Item 9 so that they read in their entirety as follows:
Item 1. Security and Issuer.
(b) The Company is seeking to acquire all of the 4,200,000
outstanding Common Stock Purchase Warrants expiring on December 13, 2001 (the
"Warrants"). The Company is offering to exchange one share of its Common Stock,
$.01 par value per share (the "Common Stock"), for 2.8 Warrants properly
tendered and not validly withdrawn, upon the terms and subject to the conditions
set forth in the Offering Circular of the Company, dated November 19, 1997 (the
"Offering Circular"), and the related Letter of Transmittal (the "Exchange
Offer"). In connection with the Exchange Offer and as a condition to the Closing
of the Exchange Offer, the Company is requiring that all of the holders of the
Company's Class A Convertible Preferred Stock (the "Preferred Stock") agree to
modify the terms of the Preferred Stock to delay the date when the Preferred
Stock can first be converted into Common Stock of the Company from April 30,
1998 to June 30, 1999 (the "Delayed Conversion Option"). In addition all holders
of the Preferred Stock who approve the above-referenced proposal will receive a
special monthly interest payment equal to 12% per annum (or 1% per month) of the
stated value of the Preferred Stock ($1,250) for the period commencing on April
30, 1998 and ending on the earlier of (i) June 30, 1999 or (ii) the redemption,
if any, of the Preferred Stock. Copies of the Offering Circular, a supplement to
the Offering Circular and the Letter of Transmittal relating to the Exchange
Offer are filed herewith as Exhibits (a)(1), (a)(2) and (a)(3), respectively.
Information with respect to the number of Warrants outstanding is set forth in
the Offering Circular under "THE EXCHANGE OFFER -- General -- Exchange Offer"
and is incorporated herein by reference. Officers, directors and affiliates of
the Company that own Warrants may participate in the Exchange Offer on the same
basis as all other holders of Warrants. Definitive information with respect to
their participation in the Exchange Offer will not be available to the Company
until the consummation thereof.
Item 9. Material to be Filed as Exhibits.
(a)(1) Offering Circular dated November 19, 1997.*
(2) Supplement to Offering Circular
(3) Form of Letter of Transmittal.*
(4) Form of Press Release.*
(5) Form of letter to Warrantholders from the Chairman of
the Board and Chief Executive Officer of the Company
dated November 19, 1997.
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<PAGE>
(6) 1997 Annual Report on Form 10-KSB.*
(7) Quarterly Report on Form 10-QSB for the quarter ended
August 31, 1997.*
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* Previously filed.
(b)-(f) Not Applicable.
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<PAGE>
SIGNATURE
After due 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.
ENTERACTIVE, INC.
By: /s/ Andrew Gyenes
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Name: Andrew Gyenes
Title: Chairman of the Board
Dated: December 18, 1997
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