SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
VISUAL EDGE SYSTEMS, INC.
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-
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
928430 10 7
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(CUSIP Number)
Stuart J. Chasanoff, Esq.
HW Partners, L.P.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 1999
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(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. [X]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the 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 the disclosures provided
in a prior cover page.
The information required in 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).
<PAGE>
CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons. Infinity Investors Limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [X]
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 10,758,256
Power
Beneficially
(8) Shared Voting 117,842
Owned by Each Power
Reporting Person (9) Sole Dispositive 9,782,256
Power
with:
(10) Shared Dispositive 117,842
Power
(11) Aggregate Amount Beneficially Owned 10,876,098
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons IEO Holdings Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 40,417
Power
Beneficially
(8) Shared Voting 10,835,681
Owned by Each Power
Reporting Person (9) Sole Dispositive 40,417
Power
with:
(10) Shared Dispositive 9,859,681
Power
(11) Aggregate Amount Beneficially Owned 10,876,098
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons Glacier Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 38,712
Power
Beneficially
(8) Shared Voting 10,837,386
Owned by Each Power
Reporting Person (9) Sole Dispositive 38,712
Power
with:
(10) Shared Dispositive 9,861,386
Power
(11) Aggregate Amount Beneficially Owned 10,876,098
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons Summit Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 38,713
Power
Beneficially
(8) Shared Voting 10,837,385
Owned by Each Power
Reporting Person (9) Sole Dispositive 38,713
Power
with:
(10) Shared Dispositive 9,861,385
Power
(11) Aggregate Amount Beneficially Owned 10,876,098
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.4%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
--------------------
This Statement on Schedule 13D ("Statement") relates to
common stock, $.01 par value (the "Common Stock"), of VISUAL EDGE
SYSTEMS, INC., a Delaware corporation ("Issuer"). The principal
executive offices of the Issuer are located at 24211 North
Federal Highway, Suite 100, Boca Raton, Florida 33431. This
Statement remands and restates in its entirety the Statement on
Schedule 13G originally filed by the "Reporting Persons" (as
defined herein) on April 14, 1998, as amended February 8, 1999
and June 6, 1999.
ITEM 2. Identity Background and.
------------------------
(a) Pursuant to Rule 13d-1(a) of
Regulation 13D of the General Rules and
Regulations Promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), this
Statement is hereby filed jointly by Infinity
Investors Limited ("Infinity"), IEO Holdings
Limited ("IEO"), Glacier Capital Limited
("Glacier") and Summit Capital Limited ("Summit")
(the "Reporting Persons"). Additionally, pursuant
to Instruction C to Schedule 13D, information is
included herein with respect to the following
persons (collectively, the "Controlling Persons"):
Infinity Emerging Opportunities Limited
("Emerging"), HW Partners, L.P. ("HW Partners"),
HW Finance, L.L.C. ("HW Finance"), HW Capital,
L.P. ("HW Capital"), HW Capital G.P., L.L.C. ("HW
Capital LLC"), Lion Capital Partners, L.P.
("Lion"), Mountain Capital Management, L.L.C.
("Mountain"), Sandera Partners, L.P. ("Sandera"),
Sandera Capital Management, L.P. ("S.C.M."),
Sandera Capital, L.L.C. ("Capital"), Randall
Fojtasek ("Fojtasek"), Clark K. Hunt ("C. Hunt"),
Mark E. Schwarz ("Schwarz") and Barrett Wissman
("Wissman"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
The Reporting Persons have included as Appendix A
to their original Statement on Schedule 13G an
agreement in writing that this Statement is filed
on behalf of each of them.
(b) and (c) REPORTING PERSONS
The Reporting Persons are Nevis, West Indies
Corporations. The principal business of each
Reporting Person is the purchase, sale, exchange,
acquisition and holding of investment securities.
The principal address of each Reporting Person,
which also serves as its principal office, is
Hunkins Waterfront Plaza, Main Street, P.O. Box
556, Charlestown, Nevis, West Indies.
<PAGE>
The names, business addresses, principal
occupations or employments and citizenships of
each officer and director of the Reporting Persons
are set forth on Schedule A attached hereto and
incorporated herein by reference.
CONTROLLING PERSONS
Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to the
Controlling Persons is set forth below. The
principal address of each Controlling Person,
which also serves as such person's principal
office, is 1601 Elm Street, Suite 4000, Dallas,
Texas 75201.
Infinity:
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No single shareholder has a controlling
interest in Infinity.
HW Partners is a Texas limited partnership,
the principal business of which is acting as
advisor to Infinity and activities related
thereto.
HW Finance is a Delaware limited liability
company, the principal business of which is
serving as the general partner of HW Partners and
activities related thereto. Wissman is the
Manager of HW Finance.
The principal occupation of Wissman is
financial management.
IEO:
----
IEO is 100% owned by Emerging.
Emerging is a Nevis, West Indies corporation,
the principal business of which is the purchase,
sale, exchange, acquisition and holding of
investment securities. No single shareholder has
a controlling interest in Emerging.
HW Capital is a Texas limited partnership,
the principal business of which is acting as
advisor to IEO, Glacier and Summit and activities
related thereto.
HW Capital LLC is a Texas limited liability
company, the principal business of which is
serving as the general partner of HW Capital and
activities related thereto. C. Hunt and Wissman
are the Managers of HW Capital LLC.
Glacier:
--------
Glacier is a Nevis, West Indies corporation
that is 100% owned by Lion. Its principal
business is the purchase, sale, exchange,
acquisition and holding of investment securities.
The directors of Glacier Capital Limited are James
A. Loughran and Cofides S.A.
<PAGE>
Lion is a Texas limited partnership, the
principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities.
Mountain is a Texas limited liability
company, the principal business of which is
serving as the general partner of Lion and
activities related thereto. C. Hunt, Wissman and
Fojtasek are the Managers of Mountain. The
principal occupation of C. Hunt, Wissman and
Fojtasek is financial management.
HW Capital is a Texas limited partnership,
the principal business of which is acting as an
advisor to IEO, Glacier and Summit and activities
related thereto.
HW Capital LLC is a Texas limited liability
company, the principal business of which is
serving as the general partner of HW Capital and
activities related thereto. C. Hunt and Wissman
are the Managers of HW Capital LLC.
Summit:
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Summit is a Nevis, West Indies corporation
that is 100% owned by Sandera. Its principal
business is the purchase, sale, exchange,
acquisition and holding of investment securities.
The directors of Summit Capital Limited are
Cofides S.A. and James A. Loughran.
Sandera is a Texas limited partnership, the
principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities.
SCM is a Texas limited partnership, the
principal business of which is serving as the
general partner of Sandera and activities related
thereto.
Capital is a Texas limited liability company,
the principal business of which is servicing as
the general partner of SCM and activities related
thereto. C. Hunt, Schwarz and Wissman are the
Managers of Capital, and Schwarz, Wissman and C.
Hunt are its principal officers. The principal
occupation of C. Hunt, Wissman and Schwarz is
financial management.
HW Capital owns 100% of Capital. HW Capital
is a Texas limited partnership, the principal
business of which is acting as an advisor to IEO,
Glacier and Summit and activities related thereto.
HW Capital LLC is a Texas limited liability
company, the principal business of which is
serving as the general partner of HW Capital and
activities related thereto. C. Hunt and Wissman
are the Managers of HW Capital LLC.
<PAGE>
(d) and (e) During the last five (5) years, no
Item 2 Person has been convicted in any criminal
proceeding (excluding traffic violations or
similar misdemeanors) and no Item 2 Person was a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such
that, as a result of such proceeding, any Item 2
Person was or is subject to a judgment, decree of
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.
(f) Fojtasek, C. Hunt, L. Hunt, Schwarz and
Wissman are citizens of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
---------------------------------------------
Pursuant to a Securities Purchase Agreement, dated
as of June 13, 1997, (as amended as described herein,
the "Agreement"), among the Issuer and Infinity,
Emerging, Sandera Partners, L.P. and Lion Capital
Partners, L.P. (collectively the "Funds"), the Funds
purchased the following securities from the Issuer: (i)
8.25% unsecured convertible notes (the "Notes") in the
aggregate principal amount of $7,500,000 with a
maturity date of three years from the date of issuance,
subject to the mandatory automatic exchange of $5
million of the Notes for Preferred Stock, par value
$.01 per share, which Notes were convertible into
shares of Common Stock (the "Note Conversion Shares")
at any time and from time to time commencing January 1,
1998 at the option of the holder thereof subject to
certain limitations on conversion set forth in the
Agreement; (ii) 93,677 shares of Common Stock subject
to adjustment; and (iii) five-year warrants to purchase
100,000 shares of Common Stock at an exercise price
equal to $10.675. Their warrants were redeemable
commencing October 1, 1998 at a redemption price equal
to $.10 per share, subject to adjustment based on a 20-
day minimum closing bid price of the Common Stock.
Pursuant to the Agreement, the Issuer was required
to issue additional grant shares (the "Additional Grant
Shares") to the Funds in the event that the closing bid
price of Common Stock for each trading day during any
consecutive 10 trading days from June 13, 1997 through
December 31, 1997 did not equal at least $10.00 per
share. The Issuer issued 180,296 Additional Grant
Shares during the fourth quarter of 1997.
Interest payments on the Notes are, at the option
of the Issuer, payable in cash or in shares of Common
Stock. During 1997 the Issuer issued an aggregate of
65,671 shares (the "Interest Shares") for payment of
interest due. During 1998 the Issuer issued an
aggregate of 80,989 Interest Shares for payment of
interest due.
On February 26, 1998, the Issuer entered into the
First Amendment to the Securities Purchase Agreement
and Related Documents, dated as of December 31, 1997
<PAGE>
(the "First Amendment"), among the Issuer and the
Funds. Pursuant to the First Amendment, the Funds
converted $6 million aggregate principal amount of the
Notes into the Issuer's Series A Convertible Preferred
Stock (the "Preferred Stock"). In addition, the
"Maximum Conversion Price" (as defined in the First
Amendment) at which shares of Preferred Stock are
convertible into Common Stock was $6.00, subject to
adjustment in certain circumstances.
Dividends on the Preferred Stock and the Series A-
2 Preferred Stock (as hereafter defined) are, at the
option of the Issuer, payable in cash or in shares of
Common Stock. During 1998 the Issuer issued an
aggregate of 302,755 shares (the "Dividend Shares") for
payment of dividends.
The remaining $1.5 million of outstanding Notes
held by the Funds have become secured debt pursuant to
a Security Agreement, dated as of February 6, 1998 (the
"Security Agreement"), between the Issuer and H.W.
Partners, L.P., as agent for and representative of the
Funds. With respect to such $1.5 million in
outstanding Notes, the Funds have been granted a
security interest in the collateral described in the
Security Agreement, which includes all of the Issuer's
assets, including, without limitation, unrestricted
cash deposit accounts, accounts receivable, inventory
and equipment and fixtures (excluding vans).
On March 16, 1998, the Issuer sold an additional
1,550 shares of Preferred Stock to the Funds in
exchange for marketable securities with an aggregate
value of $1,550,000. In connection therewith, the
Funds as the holders of the majority of the outstanding
Preferred Stock obtained the right to appoint one
director to the Issuer's Board of Directors, though
they had not named such director as of August 2, 1999.
On April 20, 1998, the Issuer redeemed such 1,550
shares of Preferred Stock in exchange for marketable
securities with an aggregate value of $1,550,000.
As a condition to the consummation of an
additional equity financing of the Issuer, the Issuer
entered into the Agreement and Second Amendment to
Bridge Securities Purchase Agreement and Related
Documents (the "Second Amendment"), among the Issuer
and the Funds. Pursuant to the Second Amendment, the
Funds agreed that they would not convert, prior to
December 31, 1998, any shares of Preferred Stock or any
principal amount of the Notes into shares of Common
Stock, unless a "Material Transaction" (generally
defined as a change of control of the Issuer, a
transfer of all or substantially all of the Issuer's
assets or a merger of the Issuer into another entity)
occurs. Further, the Funds agreed that they would not,
prior to March 31, 1999, publicly sell any shares of
Common Stock owned or acquired by the Funds, unless a
Material Transaction occurred; the Funds are permitted,
after June 20, 1998 and subject to the Issuer's right
of first refusal, to privately sell any shares of
Common Stock that they own or acquire, provided the
purchaser agrees in writing to be bound by the same
resale restrictions.
<PAGE>
The Funds have granted to the Issuer an option to
redeem all of the Preferred Stock and the Notes owned
by the Funds. The Issuer is required to redeem all of
the Preferred Stock outstanding prior to redemption of
any of the Notes.
In connection with the Second Amendment, the Funds
received 100,000 shares of Common Stock. Furthermore,
because the Issuer did not redeem all of the Preferred
Stock and Notes owned by the Funds before June 30,
1998, the Funds received 200,000 additional shares of
Common Stock.
On December 29, 1998, the Issuer entered into the
Third Amendment to Bridge Securities and Purchase
Agreement and Related Documents (the "Third
Amendment"), among the Issuer and the Funds (or, if
applicable, their respective transferees). Pursuant to
the Third Amendment, the Issuer agreed to retire all of
the issued and outstanding shares of the Preferred
Stock and, in exchange therefor, issue to the Reporting
Persons a new class of Series A-2 Convertible Preferred
Stock (the "Series A-2 Preferred Stock"). The Series A-
2 Preferred Stock is senior to the Common Stock with
respect to dividends, liquidation and dissolution.
Prior to January 1, 2000, no dividends shall accrue or
be payable on the Series A-2 Preferred stock.
Beginning on January 1, 2000, each share of Series A-2
Preferred Stock shall entitle the holder to an annual
dividend of 8.25%, payable on a quarterly basis, which
dividend shall increase to 18% in certain situations as
specified in the Certificate of Designation with
respect to the Series A-2 Preferred Stock.
The Third Amendment also revised the conversion
price at which the Notes may be convertible into Common
Stock and at which the Series A-2 Preferred Stock may
be convertible into Common Stock (the "Series A-2
Conversion Shares" and, together with the Note
Conversion Shares, the "Conversion Shares"). The
"Conversion Price" (as defined in the Third Amendment)
applicable to the Notes is $2.50 until January 1, 2000,
inclusive, and $1.25 thereafter. The Conversion Price
applicable to the Series A-2 Preferred Stock is (i) for
the first $2,000,000 of aggregate liquidation
preference of the Series A-2 Preferred Stock, $1.25
(ii) for the next $1,000,000 of aggregate liquidation
preference of the Series A-2 Preferred Stock, $2.00
until June 30, 1999, inclusive, $1.375 from July 1,
1999 until January 1, 2000, inclusive, $1.25
thereafter, and (iii) for any excess amounts of
aggregate liquidation preference of the Series A-2
Preferred Stock, $2.50 until June 30, 1999, inclusive,
$2.00 from July 1, 1999 until January 1, 2000,
inclusive, and $1.25 thereafter. However, upon the
occurrence of an Event of Default (as described
herein), the Conversion Price applicable to the Series
A-2 Conversion Shares (the "Default Conversion Price")
is determined according to the following formula, as
set forth in the Certificate of Designation,
Preferences and Rights of the Series A-2 Convertible
Preferred Stock: the formula F/P where F equals the
Liquidation Preference (defined as $1,000 per share
plus all secured and unpaid dividends on the Series A-2
Convertible Preferred Stock), and P equals the lesser
of (x) $6.00 and (y) the product of 77.5% multiplied by
the Market Price (defined as the average of the closing
bid prices per share of the
<PAGE>
Conversion Stock as reported by the Bloomberg for the
five (5) consecutive trading days preceding the date of
determination) on the Conversion Date.
The Reporting Persons agreed to a limitation of
their conversion rights, such that, unless an Event of
Default (as described therein) occurs, they may not
convert any amount of convertible instruments that
would result in the sum of (a) the number of shares of
Common Stock beneficially owned by the Reporting
Persons and their affiliates and (b) instruments or
exercise of warrants, exceeding 9.99% of the
outstanding shares of Common Stock after giving effect
to such conversion (the "Resignation or Conversion").
The Third Amendment also removed resale limitations on
the Reporting Persons. As an Event of Default has
occurred and is continuing, the Limitation on
Conversion is now void and the Default Conversion Price
currently applies.
In addition, in connection with the Third
Amendment, the Reporting Persons canceled all
outstanding Common Stock purchase warrants of the
Issuer still held by them for an aggregate of 16,000
shares of Common Stock.
As of May 1, 1999, IEO assigned, transferred and
conveyed all of its right, title and interest in the
Notes and the Series A-2 Preferred Stock of the Issuer
to Infinity. However, IEO still holds an aggregate of
40,417 shares of Common Stock.
The securities of the Issuer issued to the
Reporting Persons pursuant to the Agreement (including
the Conversion Shares, as defined below) are
collectively referred to herein as the "Securities".
The funds needed to acquire the Securities were derived
from the Reporting Persons' working capital accounts.
The description contained in this Item 3 of the
transactions contemplated by the Agreement described
herein between the Issuer and the Reporting Persons are
qualified in their entirety by reference to the full
text of such agreements, copies of which are filed as
Exhibits 99.1 to 99.7 to this Statement.
As an Event of Default under the Third Amendment
has occurred and is continuing, Infinity intends,
pursuant to the provisions of the Agreement, to deliver
(on or about August 13, 1999) a notice of conversion of
a portion of the Series A-2 Preferred Stock to the
Issuer sufficient to obtain 9,600,000 shares of Common
Stock at the Default Conversion Price (the "Future
Conversion"). No additional funds will be needed to
effect the Future Conversion.
Infinity has not paid any consideration to any
Proxy Stockholder (as defined below) in connection with
the execution or delivery of the Voting Agreement (as
defined below).
<PAGE>
ITEM 4. Purpose of Transaction.
-----------------------
The Reporting Persons originally acquired
beneficial ownership of the Securities for the purpose
of investment. However, as set forth above, as the
Limitation on Conversion is now void, Infinity
anticipates acquiring additional Securities in excess
of 20% of the outstanding Common Stock in the form of
Series A-2 Conversion Shares in connection with the
Future Conversion, and intends to use these Series A-2
Conversion Shares (together with its Common Stock and,
if necessary, additional Conversion Shares) to
influence control over the management of the Issuer.
In addition, pursuant to that certain Voting Agreement
dated August 2, 1999, by and among Infinity and Marion
Interglobal, Ltd. (the "Voting Agreement"), Infinity
has been granted an irrevocable proxy to vote the
Common Stock of the Proxy Stockholders (the "Proxy
Shares") on any matter submitted to the stockholders of
the Company for a vote or approval. The description
contained in this Item 4 of the Voting Agreement is
qualified in its entirety by reference to the full text
of the Voting Agreement, a copy of which is filed as
Exhibit 99.9 of this Statement.
Upon obtaining the Conversion Shares, Infinity
intends to exercise its voting control over its Common
Stock and the Proxy Shares to issue a written consent
of the majority of the holders of the Company's Common
Stock to a) remove the current board of directors of
the Company other than Ronald Seale, b) appoint new
directors of the Company with the intent of causing
thereby termination of the following officers of the
Company: the Chief Executive Officer, the President and
Chief Operating Officer and the Vice President of
Operations.
The Reporting Persons also intend to continuously
review their investment and the Issuer, and may in the
future determine to: (i) acquire additional securities
of the Issuer, through conversions of the Notes and/or
the Series A-2 Preferred Stock, open market purchases,
private agreements or otherwise, (ii) dispose of all or
a portion of the Securities of the Issuer owned by
them, (iii) consider plans or proposals which would
relate to or result in: (a) the acquisition by any
person of additional securities of the Issuer, the
disposition of Securities of the Issuer; (b) an
extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the board of directors
or management of the Issuer, including any plans or
proposals to change the number or terms of directors or
to fill any existing vacancies of the board of
directors of the Issuer; (e) any material change in the
present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the
Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h)
any other action similar to those enumerated above.
The Reporting
<PAGE>
Persons also reserve the right to take other actions to
influence the management of the Issuer should they deem
such actions appropriate.
ITEM 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The following table provides the
aggregate number and percentage of Common Stock
beneficially owned by the Reporting Persons on
August 2, 1999 (based on 10,398,440 shares of
Common Stock outstanding as reported on the
Issuer's Form 10-QSB for the period ended
March 31, 1999). For purposes of calculating the
number of voting shares and the total percentages
listed below, each is calculated as if each
Reporting Person has converted all convertible
securities held by such Reporting Person into
Common Stock as described in Item 4 of this
Statement, subject to the total number of shares
of Common Stock authorized under the Issuer's
Certificate of Incorporation, yielding 20,000,000
shares of Common Stock outstanding:
Infinity IEO Glacier Summit Total
------- ---- -------- ------- .--------
Common Stock 9,782,256 40,417 38,712 38,713 9,900,098
- -------------
Proxy Shares 976,000 ----- ----- ----- 976,000
- -------------
CONTROLLING PERSONS
Each of (1) HW Partners, as advisor to Infinity,
and (2) HW Finance, as the general partner of HW
Capital, may be deemed to be the beneficial owner
the Securities beneficially owned by Infinity (the
"Infinity Securities") pursuant to Rule 13d-3 of
the Act.
In his capacity as a controlling person of HW
Finance, Wissman may be deemed to be the
beneficial owner of the Infinity Securities.
Each of (1) HW Capital, as advisor to each of IEO,
Summit and Glacier, and (2) HW Capital LLC, as the
general partner of HW Capital, may be deemed to be
the beneficial owner of the Securities
beneficially owned by each of IEO (the "IEO
Securities"), Glacier (the "Glacier Securities")
and Summit (the "Summit Securities") pursuant to
Rule 13d-3 of the Act.
In their capacity as controlling persons of HW
Capital LLC, C. Hunt and Wissman may be deemed to
be the beneficial owner of the IEO Securities, the
Glacier Securities and the Summit Securities
pursuant to Rule 13d-3 of the Act.
<PAGE>
Emerging, as the sole shareholder of IEO, may be
deemed to be the beneficial owner of the IEO
Securities pursuant to Rule 13d-3 of the Act.
Each of Lion, as the sole shareholder of Glacier,
Mountain, as the general partner of Lion, and C.
Hunt, Wissman and Fojtasek, as the Managers of
Mountain, may be deemed to be the beneficial
owners of the Glacier Securities pursuant to Rule
13d-3 of the Act.
Each of Sandera, as the sole shareholder of
Summit, SCM, as the general partner of Sandera,
Capital, as the general partner of SCM, C. Hunt,
Wissman and Schwarz, as the Managers (and, as
applicable, the executive officers) of Capital,
and HW Capital, as the 100% holder of Capital, may
be deemed to be the beneficial owners of the
Summit Securities pursuant to Rule 13d-3 of the
Act.
(b) REPORTING PERSONS
Acting through its advisor, HW Partners, Infinity
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Infinity Securities and the Proxy Shares.
Acting through its advisor, HW Capital, IEO would
have the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the
IEO Securities.
Acting through its advisor, HW Capital, Glacier
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Glacier Securities.
Acting through its advisor, HW Capital, Summit
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Summit Securities.
CONTROLLING PERSONS
Acting through its sole general partner HW
Finance, HW Partners would have the sole power to
vote or to direct the vote and to dispose or to
direct the disposition of Infinity Securities and
the Proxy Shares.
In his capacity as a controlling person of HW
Finance, Wissman would have the sole power to vote
or to direct the vote and to dispose or to direct
the disposition of Infinity Securities and the
Proxy Shares.
<PAGE>
Acting through its sole general partner HW Capital
LLC, HW Capital would have the sole power to vote
or to direct the vote and to dispose or to direct
the disposition of the IEO Securities, the Summit
Securities and the Glacier Securities.
In their capacities as controlling persons of HW
Capital LLC, C. Hunt and Wissman would have the
sole power to vote or to direct the vote and to
dispose or to direct the disposition of the IEO
Securities, the Summit Securities and the Glacier
Securities.
As sole shareholder of IEO, Emerging would have
the sole power to vote or direct the vote and to
dispose or to direct the disposition of the IEO
Securities.
Each of Lion, as the sole shareholder of Glacier,
Mountain, as the general partner of Lion, and C.
Hunt, Wissman and Fojtasek, as the Managers of
Mountain, would have the sole power to vote or to
limit the vote and to dispose or to direct the
disposition of the Glacier Securities.
Each of Sandera, as the sole shareholder of
Summit, SCM, as the general partner of Sandera,
Capital, as the general partner of SCM, C. Hunt,
Wissman and Schwarz, as the Managers (and, as
applicable, the executive officers) of Capital,
and HW Capital, as the 100% holder of Capital,
would have the sole power to vote or to limit the
vote and to dispose or to direct the disposition
of the Summit Securities.
(c) The Reporting Persons have sold an
aggregate of 216,000 shares of Common Stock on the
open market within the last 60 days.
(d) Not applicable.
(e) As of May 1, 1999, IEO ceased to be the
beneficial owner of more than five percent of the
Common Stock.
ITEM 6. Contracts, Arrangements, or Understandings or
----------------------------------------------
Relationships with Respect to Securities of the
Issuer.
----------------------------------------------
This Statement contains summaries of certain
provisions of the Subscription Agreement and its
amendments, copies of which have been listed as
Exhibits respectively. Such summaries are qualified
by, and subject to, the more complete information
contained in such agreements.
<PAGE>
ITEM 7. Material to be Filed as Exhibits.
---------------------------------
EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------
99.1 Bridge Securities Purchase Agreement,
dated as of June 13, 1997, among the Issuer and
Infinity Investors Limited, Infinity Emerging
Opportunities Limited, Sandera Partners, L.P. and
Lion Capital Partners, L.P. (collectively with
their transferees, the "Funds") (Incorporated by
reference to Exhibit 99.1 to the Issuer's Current
Report on Form 8-K filed June 23, 1997)
99.2 Registration Rights Agreement, dated as
of June 13, 1997, among the Issuer and the Funds
(Incorporated by reference to Exhibit 99.2 to the
Issuer's Current Report on Form 8-K filed June 23,
1997).
99.3 Transfer Agent Agreement, dated as of
June 13, 1997, among the Issuer, the Funds and
American Stock Transfer & Trust Company
(Incorporated by reference to Exhibit 99.3 to the
Insurer's Report on Form 8-K filed June 23, 1997).
99.4 First Amendment to Bridge Securities
Purchase Agreement and Related Documents, dated as
of December 31, 1997, among the Issuer and the
Funds (Incorporated by reference to Exhibit 99.1
to the Issuer's Current Report on Form 8-K filed
February 9, 1998).
99.5 Second Amendment to Bridge Securities
Purchase Agreement and Related Documents, dated as
of March 27, 1998, among the Issuer, Infinity
Investors Limited, Infinity Emerging Opportunities
Limited, Summit Capital Limited (as the transferee
of Sandera Partners, L.P.) and Glacier Capital
Limited (as the transferee of Lion Capital
Partners, L.P.) (Incorporated by reference to
Exhibit 10.18 to the Issuer's Annual Report on
Form 10-K for the fiscal year ended December 31,
1997).
99.6 Third Amendment to Bridge Securities
Purchase Agreement and Related Documents, dated as
of December 29, 1998, among the Issuer, Infinity
Investors Limited, IEO Holdings Limited (as the
transferee from Infinity Emerging Opportunities
Limited), Summit Capital Limited (as the
transferee of Sandera Partners, L.P.) and Glacier
Capital Limited (as the transferee of Lion Capital
Partners, L.P.) (Incorporated by reference to
Exhibit 99.1 to the Issuer's Current Report on
Form 8-K filed January 8, 1999).
99.7 Security Agreement, dated February 6,
1998, between the Issuer and HW Partners, L.P., as
agent for and representative of the Funds.
(Incorporated
<PAGE>
by reference to Exhibit 99.2 to the Issuer's
Current Report on Form 8-K filed February 6,
1998).
99.8 Assignment Agreement, dated May 1, 1999,
between Infinity Investors Limited and IEO
Holdings Limited (filed herewith).
99.9 Voting Agreement, dated August 2, 1999,
among Infinity Investors Limited and Marion
Interglobal, Ltd. (filed herewith).
(Signature Page Follows)
<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: August 2, 1999
INFINITY INVESTORS LIMITED
By: HW Partners, L.P., its investment advisor
By: HW Finance, L.L.C., its general partner
By: /s/ Stuart Chasanoff
------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
IEO HOLDINGS LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its general partner
By: /s/ Stuart Chasanoff
-------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
GLACIER CAPITAL LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its general partner
By: /s/ Stuart Chasanoff
--------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
SUMMIT CAPITAL LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its generalpartner
By: /s/ Stuart Chasanoff
-------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE>
SCHEDULE A
-----------
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Infinity Investors Limited.
Name and Citizenship Present Position
or Principal with
Place of Organization Business Occupation Reporting
---------- --------- or --------
Employment Person
---------- --------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England W1Y
7TG
James E. Martin 38 Hertford Street Accountant Director
(British) London, England W1Y
7TG
Margareta Hedstrom 38 Hertford Street President
(Swedish) Longon, England W1Y and
7TG Treasurer
Cofides S.A. 38 Hertford Street Financial Vice
(Nevis, West Indies) London, England W1Y Services President
7TG
SECORP Ltd. 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England W1Y Services
7TG
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of IEO Holdings Limited.
Name and Citizenship Present Position
or Principal with
Place of Organization Business Occupation Reporting
- --------------------- ---------- or ---------
Employment Person
----------- -------
John A. Brooks 38 Hertford Street Solicitor Director,
(UK) London, England W1Y President
7TG and
Treasurer
Suzanne Sheehy 38 Hertford Street Director
(Irish) London, England W1Y Secretary and
7TG Secretary
Sophia Leacocos 37 Shepherd Street Executive Director
(USA) London, England W1Y
7LH
Siobhan B. Mareuse 38 Hertford Street Attorney Director
(Irish) London, England W1Y
7TG
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Glacier Capital Limited.
Name and Citizenship Present Position
or Principal with
Place of Organization Business Occupation Reporting
- --------------------- --------- or ---------
Employment Person
----------- --------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England W1Y
7TG
Cofides S.A. 38 Hertford Street Financial Director
(Nevis, West Indies) London, England W1Y Services
7TG
James E. Martin 37 Shepherd Street Accountant President
(British) London, England W1Y and
7LH Treasurer
SECORP Limited 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England W1Y Services
7TG
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Summit Capital Limited.
Name and Citizenship Present Position
or Principal with
Place of Organization Business Occupation Reporting
- --------------------- --------- or ---------
Employment Person
---------- -------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England W1Y
7TG
Cofides S.A. 38 Hertford Street Financial Director
(Nevis, West Indies) London, England W1Y Services
7TG
James E. Martin 37 Shepherd Street Accountant President
(British) London, England W1Y and
7LH Treasurer
SECORP Limited 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England W1Y Services
7TG
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Agreement"), dated effective as
of May 1, 1999, between IEO HOLDINGS LIMITED, a Nevis West Indies
corporation ("Assignor"), and INFINITY INVESTORS LIMITED, a Nevis
West Indies corporation ("Assignee").
RECITALS:
A. Infinity Emerging Opportunities Limited ("Emerging"), the
parent corporation of Assignor, acquired (i) 291 shares (the
"Original Shares") of common stock of Orix Global Communications,
Inc. (the "Company"), representing a 12.12% interest in the
issued and outstanding shares of common stock of the Company at
that time pursuant to that certain Assignment, dated as of June
11, 1998, between Assignee and Emerging, and (ii) a 12.12%
interest in the Debenture, dated June 11, 1998, in the original
principal amount of $6,000,000, and the Debenture, dated August
19, 1998, in the original principal amount of $850,000, each
issued by the Company to Assignee (the "Old Debentures"),
pursuant to that certain Participation Agreement, dated June 11,
1998, between Assignee and Emerging (the "First Participation
Interest").
B. Emerging contributed to Assignor the Original Shares and the
First Participation Interest pursuant to that certain Assignment,
dated as of December 9, 1998, between Emerging and Assignor.
C. Assignor purchased 909 shares of common stock (the
"Purchased Shares") of the Company pursuant to that certain
Agreement, dated as of December 9, 1998, between Assignee and
Assignor. Following the acquisition of the Purchased Shares,
Assignor owned 1,200 shares of common stock of the Company
(representing a 33.33% interest in the issued and outstanding
shares of common stock of the Company at that time) and Assignee
owned 1,200 shares of common stock of the Company (representing a
33.33% interest in the issued and outstanding shares of common
stock of the Company at that time).
D. Since the issuance of the Old Debentures, the Company has
issued to Assignee the following: (i) a Convertible Debenture,
dated as of February 9, 1999, in the original principal amount of
$390,000 (the "Convertible Debenture"), (ii) an Amended and
Restated Debenture, dated as of April 15, 1999, in the original
principal amount of $7,050,000 (which amended, restated and
superseded the terms of the Old Debentures and reflected an
additional $200,000 loan to the Company),(iii) a Debenture, dated
as of April 29, 1999, in the original principal amount of
$500,000 and (iv) a Debenture, dated April 30, 1999, in the
original principal amount of $100,000 (collectively, items (ii) -
(iv) being referred to as the "New Debentures"). In connection
with the issuance of the New Debentures, Assignor and Assignee
each received a Common Stock Purchase Warrant exercisable for 170
shares of common stock of the Company (the "Warrants").
E. Pursuant to prior agreements between Assignor and Assignee,
each of Assignor and Assignee agreed that Assignee would
participate to Assignor an aggregate 50% interest in
<PAGE>
the New Debentures and in the Convertible Debenture (in
each case after giving effect to the previous First Participation
Interest) (the "New Participation Interest"). After giving
effect to the issuance of the New Participation Interest,
Assignor and Assignee will each own identical interests in the
equity and the indebtedness of the Company (with Assignor's
interest in such indebtedness being reflected by the
Participation Agreement) as follows:
(1) New Debentures - an aggregate of $7,650,000 - (50% for each
of Assignor and Assignee)
(2) Convertible Debentures - an aggregate of $390,000 - (50% for
each of Assignor and Assignee)
(3) Warrants exercisable for an aggregate of 340 shares of
common stock of the Company (170 shares for each of Assignor and
Assignee)
(4) 2,400 issued and outstanding shares of common stock of the
Company (1,200 for each of Assignor and Assignee).
F. In consideration of the issuance of the New Participation
Interest, Assignor desires to assign to Assignee those certain
securities issued by certain entities (collectively, the
"Securities") as set forth on SCHEDULES A-1 - A-3 attached
hereto, together, in each instance, with all rights and
obligations of Assignor set forth in the governing documents, as
amended from time to time (collectively, the "Transaction
Documents"), executed in connection with the issuance of such
Securities, including, without limitation, all security
interests, registration rights, indemnity rights and voting
rights associated therewith.
G. Assignee has agreed to accept the assignment of the
Securities and Transaction Documents from Assignor on the terms
and conditions hereinafter set forth, and subject to the
restrictions (if any) set forth in the Transaction Documents.
-2-
<PAGE>
AGREEMENTS:
NOW, THEREFORE, Assignor and Assignee agree as follows:
1. ASSIGNMENT. In consideration of the issuance by Assignee to
Assignor of the New Participation Interest, Assignor hereby
conveys, transfers and assigns to Assignee the Securities, the
Transaction Documents and all of Assignor's right, title and
interest thereto and therein, together with all other rights,
obligations, restrictions, covenants, benefits and privileges in
any way now or hereafter belonging or accruing to the benefit of
the Assignor in respect of the Securities and the Transaction
Documents.
2. REPRESENTATIONS AND WARRANTIES.
(a) Assignor represents and warrants that:
(i) this Agreement has been duly authorized by all necessary
action on the part of Assignor; and
(ii) it is the lawful owner of the Securities and of its rights
under the Transaction Documents and it holds legal and equitable
title to the Securities free and clear of any and all liens,
claims, charges, pledges, encumbrances and security interests
(except as set forth in the Transaction Documents).
(b) Assignee represents and warrants that:
(i) this Agreement has been duly authorized by all necessary
action on the part of Assignee;
(ii) it has received and reviewed copies of the Securities and
Transaction Documents;
(iii) it is an accredited investor as defined under Rule
501(a) of Regulation D promulgated under the Securities Act of
1933, as amended;
(iv) it is acquiring the Securities and Assignor's rights under
the Transaction Documents for its own account for investment and
without any view to the sale or further distribution of any part
thereof (except as set forth in, or allowed by, the Transaction
Documents); and
(v) it shall accept the Securities with all rights and
privileges and subject to all obligations and restrictions set
forth in the Transaction Documents and shall be bound by the
terms of such Transaction Documents as if it were an original
signatory thereto.
-3-
<PAGE>
EXECUTED the day and year first written above.
ASSIGNOR:
IEO HOLDINGS LIMITED
By: /s/ Suzanne Sheehy
--------------------------------
Name: Suzanne Sheehy
------------------------------
Title: Director
----------------------------
ASSIGNEE:
INFINITY INVESTORS LIMITED
By: /s/ James A. Loughran
---------------------------------
Name: James A. Loughran
-------------------------------
Title: Director
------------------------------
-4-
<PAGE>
SCHEDULE A-1
-------------
SCHEDULE OF SECURITIES
AURA SYSTEMS, INC.
1. Variable Interest Convertible Note, dated September 30,
1997, in the original principal amount of $1,875,000, executed by
Aura Systems, Inc. in favor of Emerging, which has an unpaid
principal balance of $1,475,836, together with accrued and unpaid
interest thereon of $221,499.92, in each case through and as of
April 30, 1999.
-5-
<PAGE>
SCHEDULE A-2
---------------
SCHEDULE OF SECURITIES
ADVANCED ENTERTAINMENT CONCEPTS INC.
1. $315,123.95 of principal of that certain Term Loan
Promissory Note, dated May 7, 1998, in the original principal
amount of $400,000, together with accrued and unpaid interest on
such $315,123.95 of principal through April 30, 1999 of
approximately $31,644.44, executed by Advanced Entertainment
Concepts, Inc. in favor of Emerging.
-6-
<PAGE>
SCHEDULE A-3
-------------
SCHEDULE OF SECURITIES
VISUAL EDGE SYSTEMS INC.
1. Convertible Note, dated June 13, 1997 (as amended), in the
original and current principal amount of $200,000, executed by
Visual Edge Systems Inc. in favor of Emerging, together with
accrued and unpaid interest thereon for the month of April 1999
of approximately $1,376.00.
2. 800 shares of preferred stock of Visual Edge Systems Inc.,
$.01 par value per share, representing a liquidation value of
$800,000. No accrued and unpaid dividends are owed thereon.
-7-
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") dated as of August
2, 1999, is made and entered into by and among INFINITY INVESTORS
LIMITED ("Infinity") and MARION INTERGLOBAL, LTD. ("Marion," and
together with Infinity, the "Stockholders"), as the holders of
certain of the securities of Visual Edge Systems, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Stockholders currently own or within ten (10)
calendar days shall own, control, directly or through entities
which they control, the number of shares of the issued and
outstanding shares of common stock of the Company (the "Common
Stock") set forth opposite their respective names on SCHEDULE A
attached to this Agreement (the shares of Common Stock that are
currently owned by the Stockholders or which may be hereafter
acquired by them are referred to herein collectively as the
"Shares"); and
WHEREAS, the Stockholders desire to set forth their
agreement with respect to voting such Shares;
NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
VOTING; RIGHTS AND DUTIES AS AGENT
1.1 VOTING. During the Term (as hereafter defined) of this
Agreement, each of the Stockholders severally agrees to vote any
Shares held or controlled by them on any matter submitted to the
stockholders of the Company for a vote or approval in such manner
as shall be directed in writing by Infinity, and Infinity agrees
to vote any Shares held or controlled by it in the same manner as
it so directs the Stockholders to vote their Shares. At least
two (2) days prior to the announced date of any such vote or
approval on any matter in which the stockholders of the Company
are entitled to vote, Infinity shall direct the Stockholders of
the manner by which each should vote their respective Shares by
written notice. If Infinity fails to deliver the Stockholders
written notice in the manner contemplated in this Section, the
Stockholders shall be entitled to vote their respective Shares in
any manner. In the event of the issuance of a written consent of
the shareholders of the Company by Infinity, Infinity may act by
written consent on behalf of the Stockholders without their prior
consent, provided notice of such action is provided to such
Stockholders within five (5) business days thereafter.
1.2 NON-LIABILITY OF INFINITY. Infinity shall not incur
any responsibility or liability as trustee, fiduciary or
otherwise, by reason of the manner in which Infinity directs the
Stockholders to vote their Shares. Except as otherwise provided
herein, the Stockholders understand and agree
-1-
<PAGE>
that this Agreement may be pleaded by Infinity against any or all
of them as a complete bar to any action or suit before any
administrative body or court with respect to any claim under
federal, state, local, or other law relating to the voting of the
Shares, including, without limitation, the manner in which
Infinity directs the Stockholders to vote their Shares. Infinity
shall not be liable to either of the Stockholders or any third
party for any special, indirect, incidental or consequential
damages (including, without limitation, lost opportunity costs)
arising from or relating to this Agreement.
1.3 OTHER RIGHTS OF STOCKHOLDERS. Except as set forth in
this Agreement, each of Infinity and the Stockholders shall have
the right to exercise its or his full rights as a stockholder
with respect to the Shares registered in its or his name,
including, without limitation, the right to sell its or his
respective Shares; provided, however, that none of the
Stockholders shall sell or transfer any of their shares prior to
August 15, 1999. Any transferee of the Shares shall not be bound
by any of the terms of this Agreement.
1.4 POWER OF ATTORNEY. Each of the Stockholders hereby
irrevocably and severally constitutes and appoints Infinity his
agent and attorney-in-fact, with full power of substitution and
resubstitution in his name, place and stead, and for his use and
benefit, to take or cause to be taken any and all acts, deeds and
things concerning the voting of the Shares.
1.5 ADDITIONAL SHARES. If Infinity or any Stockholder
receives additional shares of Common Stock, whether by
acquisition, stock dividend, stock split or otherwise, such
shares shall be subject to the terms of this Agreement.
1.6 TERM. The term of this Agreement shall commence on the
date first set forth above and shall continue for 90 days until
October 30, 1999, unless Infinity, in its sole discretion,
unilaterally releases the Stockholders from their obligations
hereunder prior thereto (the "Term").
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 NOTICES. Any notice or communication must be in
writing and given by (a) deposit in the United States mail,
addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (b)
delivery in person or by courier service providing evidence of
delivery, or (c) transmission by telecopy. Each notice or
communication that is mailed, delivered, or transmitted in the
manner described above shall be deemed sufficiently given,
served, sent and received, in the case of mailed notices, on the
third business day following the date on which it is mailed and,
in the case of notices delivered by hand, courier service, or
telecopy, at such time as it is delivered to the addressee (with
the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation.
For purposes of notice, the addresses of the parties shall be the
addresses set forth on Schedule A hereto. Any party may change
its address for notice by written notice given to the other
parties hereto.
-2-
<PAGE>
2.2 CONSTRUCTION. The use of the singular number shall
include the plural, and the plural number shall include the
singular wherever appropriate.
2.3 GOVERNING LAW. This Agreement shall be governed,
construed and enforced in accordance with the laws of the State
of Texas. This Agreement is performable in, and venue of any
action relating to or pertaining to this Agreement shall lie in
Dallas County, Texas.
2.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original
hereof, but all of which shall constitute one and the same
document.
2.5 ATTORNEYS' FEES. If any legal action is brought by any
party hereto to enforce the terms and conditions of this
Agreement, it is expressly agreed that the party in whose favor a
final judgment is entered shall be entitled, in addition to any
other relief which may be awarded, to recover from the other
party or parties its reasonable attorneys' fees, together with
such prevailing party's other costs and reasonable and necessary
expenses incurred in connection with such litigation.
[Signature Page Follows]
-3-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
INFINITY INVESTORS LIMITED
By: /s/ Stuart Chasanoff
------------------------------
Name: Stuart Chasanoff
------------------------------
Title: Attorney-in-Fact
------------------------------
MARION INTERGLOBAL, LTD.
By: /s/ Ronald Seale
------------------------------
Name: Ronald Seale
Title: Senior Managing Director
-4-
<PAGE>
SCHEDULE A
Infinity Investors Limited 180,696 Shares currently owned
plus
Hunkins Waterfront Plaza 9,600,000 Shares expected to be
Main Street issued pursuant to a Notice of
P.O. Box 556 Conversion to be submitted to the
Charlestown, Nevis, West Indies Company on August 13, 1999
Marion Interglobal, Ltd. 976,000 Shares
12803 Water Point Blvd.
Windermere, Florida 34786
-5-
