SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VISUAL EDGE SYSTEMS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
928430 10 7
(CUSIP Number)
May 1, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 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, (the "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 NO.928430 10 7 Amendment No. 2 to 13G
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 1,269,357
- -----------------------------------------------------------------
(6) Shared Voting Power 452,098
- -----------------------------------------------------------------
(7) Sole Dispositive Power 1,269,357
- -----------------------------------------------------------------
(8) Shared Dispositive Power 452,098
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,721,455
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 9.9%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(1) Name of Reporting Person IEO Holdings Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 0
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 0
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,721,455
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 9.9%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(1) Name of Reporting Person Glacier Capital Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 226,049
- -----------------------------------------------------------------
(6) Shared Voting Power 1,495,406
- -----------------------------------------------------------------
(7) Sole Dispositive Power 226,049
- -----------------------------------------------------------------
(8) Shared Dispositive Power 1,495,406
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,721,455
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 9.9%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(1) Name of Reporting Person Summit Capital Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Texas
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 226,049
- -----------------------------------------------------------------
(6) Shared Voting Power 1,495,406
- -----------------------------------------------------------------
(7) Sole Dispositive Power 226,049
- -----------------------------------------------------------------
(8) Shared Dispositive Power 1,495,406
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,721,455
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 9.9%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
Item 2(a) Name of Person Filing:
Pursuant to Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement on Schedule 13G is
filed jointly by Infinity Investors Limited
("Infinity"), IEO Holdings, Limited ("IEO"), Glacier
Capital Limited ("Glacier"), and Summit Capital Limited
("Summit"). Infinity, IEO, Glacier and Summit are
collectively referred to herein as the "Reporting
Persons." The Reporting Persons 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.
Additionally, 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"), Hunt
Financial Partners, L.P. ("Hunt Financial"), Hunt
Financial Group, L.L.C. ("Hunt Group"), 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"), John
A. (Pete) Bricker, Jr. ("Bricker"), Randall Fojtasek
("Fojtasek"), J. R. Holland, Jr. ("Holland"), Clark K.
Hunt ("C. Hunt"), Lamar Hunt ("L. Hunt"), Mark E.
Schwarz ("Schwarz") and Barrett Wissman ("Wissman").
Bricker, Fojtasek, Holland, C. Hunt, L. Hunt, Schwarz
and Wissman are U.S. citizens and residents of the
State of Texas.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The principal address of each of Infinity, IEO, Summit,
Glacier and Emerging is Hunkins Waterfront Plaza, Main
Street, P. O. Box 556, Charlestown, Nevis, West Indies. The
principal address of the other entities set forth herein is
1601 Elm Street, Suite 4000, Dallas, Texas 75201.
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
Item 4. Ownership:
Infinity
- --------
(a) Amount Beneficially Owned: 1,269,357
(b) Percent of Class: 7.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,269,357
(ii) shared power to vote or to direct the vote: 452,098
(iii)sole power to dispose or to direct the
disposition of: 1,269,357
(iv) shared power to dispose or to direct the
disposition of: 452,098
Infinity 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 Infinity.
HW Partners is a Texas limited partnership,
the principal business of which is acting as advisor to
Infinity and other entities and activities related
thereto.
HW Finance is a Texas 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.
IEO
- ---
(a) Amount Beneficially Owned: 0.
(b) Percent of Class: 0
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(ii) shared power to vote or to direct the vote: 0
(iii)sole power to dispose or to direct
the disposition of: 0
(iv) shared power to dispose or to direct the disposition
of: 0
IEO is a Nevis, West Indies corporation, the
principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities. 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 Partners is a Texas limited partnership,
the principal business of which is acting as advisor to
IEO and other entities and activities related thereto.
HW Finance is a Texas 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.
Glacier
- -------
(a) Amount Beneficially Owned: 226,049
(b) Percent of Class: 1.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 226,049
(ii) shared power to vote or to direct the vote: 1,495,406
(iii)sole power to dispose or to direct the disposition
of: 226,049
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(iv) shared power to dispose or to direct the disposition
of: 1,495,406
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.
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.
HW Partners is a Texas limited partnership, the
principal business of which is acting as advisor to
Glacier and other entities and activities related
thereto.
HW Finance is a Texas 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.
Summit
- ------
(a) Amount Beneficially Owned: 226,049
(b) Percent of Class: 1.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 226,049
(ii) shared power to vote or to direct the vote: 1,495,406
(iii)sole power to dispose or to direct the
disposition of: 226,049
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
(iv) shared power to dispose or to direct the disposition
of: 1,495,406
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 serving as the general
partner of SCM and activities related thereto. Bricker, C.
Hunt and Schwarz are the Managers of Capital; and Bricker
(President) and C. Hunt (Vice President and Secretary) are
its principal officers.
Hunt Financial is a Texas limited partnership and
holder of 75% of the equity interests in Capital. The
principal business of Hunt Financial is financial
management.
Hunt Group is a Delaware limited liability company, the
principal business of which is serving as the general
partner of Hunt Financial and activities related thereto.
Holland, C. Hunt and L. Hunt are the Managers of the Hunt
Group; and Holland (President) and C. Hunt (Vice-President)
are its principal officers.
HW Partners is a Texas limited partnership, the
principal business of which is acting as advisor to Summit
and other entities and activities related thereto.
HW Finance is a Texas 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.
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
Limitation on Conversion
- ------------------------
The aggregate number of shares of the Common Stock of the
Issuer (the "Common Stock") which may be deemed to have been
beneficially owned by the Reporting Persons, as a group, on May
1, 1999 was 1,721,455 shares constituting approximately 9.99% of
the outstanding Common Stock (based on 17,388,440 shares of
Common Stock outstanding pursuant to information provided by the
Issuer). Pursuant to the Third Amendment to Bridge Securities
Purchase Agreement dated December 29, 1998, among the Company and
the Reporting Persons, in no event shall the Reporting Persons be
entitled to convert, within 60 days, any portion of the
convertible instruments of the Company held by the Reporting
Persons or exercise any of the warrants of the Company held by
the Reporting Persons that would result in the sum of (a) the
number of shares of Common Stock beneficially owned by the
Reporting Persons and (b) the number of shares of Common Stock
issuable upon conversion of such convertible instruments or
exercise of such warrants exceeding 9.99% of the outstanding
shares of Common Stock, after giving effect to such conversion.
Item 5. Ownership of 5 Percent Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following: [X]
As of May 1, 1999, IEO assigned, transferred and conveyed
all of IEO's right, title and interest in the securities of the
Issuer to Infinity.
Item 10. Certifications:
By signing below, the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
<PAGE>
CUSIP NO.928430 10 7 Amendment No. 2 to 13G
Date: June 9, 1999
Infinity Investors Limited
By: /s/ J.A. LOUGHRAN
---------------------------
Name: J.A. Loughran
-------------------------
Title: Director
------------------------
IEO Holdings Limited
By: /s/ J.A. BROOKS
---------------------------
Name: J.A. Brooks
-------------------------
Title: Director
------------------------
Glacier Capital Limited
By: /s/ J.A. LOUGHRAN
--------------------------
Name: J.A. Loughran
------------------------
Title: Director
-----------------------
Summit Capital Limited
By: /s/ J.A. LOUGHRAN
--------------------------
Name: J.A. Loughran
------------------------
Title: Director
-----------------------
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
