SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 3)
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
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. 3 ("Amendment No. 3") to the Schedule
13E-4 filed by the undersigned (the "Schedule 13E-4"). This Amendment No. 3
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 report that the
Exchange Offer terminated on February 6, 1998. As a result of the Exchange
Offer, 3,912,500 Warrants were exchanged for approximately 1,397,321
newly-issued shares of Common Stock. The balance of 287,500 Warrants remain
outstanding.
The holders of Warrants who participated in the Exchange Offer also
agreed to delay the date when the Class A Convertible Preferred Stock
("Preferred Stock") held by them can first be converted into Common Stock of the
Company from anytime after April 30, 1998 until any time after June 30, 1999
(the "Delayed Conversion Option"). In addition the redemption feature of the
Preferred Stock has been modified so that (a) one-third of the net proceeds from
any public offering consummated by the Company prior to January 1, 2000 will be
used to redeem the outstanding Preferred Stock and (b) if the closing price of
the Company's Common Stock is at least $6.00 for 10 trading days in any 30 day
period, the Company will use its best efforts to complete an underwritten
offering of its Common Stock.
All holders of Preferred Stock who approved of the Delayed Conversion
Option and the Revised Redemption Terms, will, with respect to each share of
Preferred Stock that they hold, receive a special monthly interest payment equal
to 12% per annum (or 1% per month) of the per share 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.
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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/ Kenneth Gruber
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Name: Kenneth Gruber
Title: Chief Financial Officer
Dated: February 13, 1998
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