SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VISUAL EDGE SYSTEMS, INC.
=================================================================
(Name of Issuer)
Common Stock, par value $.01 per share
=================================================================
(Title of Class of Securities)
928430 10 7
=================================================================
(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)
September 13, 1999
=================================================================
(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 10,751,553
Power
Beneficially
(8) Shared Voting 117,842
Owned by Each Power
Reporting Person (9)Sole Dispositive 9,775,553
Power
with:
(10) Shared Dispositive 117,842
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
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 54.3%
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 10,828,978
Owned by Each Power
Reporting Person (9)Sole Dispositive 40,417
Power
with:
(10) Shared Dispositive 9,852,978
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
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 54.3%
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 10,830,683
Owned by Each Power
Reporting Person (9)Sole Dispositive 38,712
Power
with:
(10) Shared Dispositive 9,854,683
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
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 54.3%
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 10,830,682
Owned by Each Power
Reporting Person (9)Sole Dispositive 38,713
Power
with:
(10) Shared Dispositive 9,854,682
Power
(11) Aggregate Amount Beneficially Owned 10,864,395
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 54.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
--------------------------------
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 amends and supplements the Statement on Schedule 13D
originally filed by the "Reporting Persons" (as defined therein)
on August 2, 1999, as amended by that Amendment No. 1 to Schedule
13D filed by the Reporting Persons on September 9, 1999.
ITEM 2. Identity and Background.
-----------------------
NOT AMENDED.
ITEM 3. Source and Amount of Funds or Other Consideration.
NOT AMENDED.
ITEM 4. Purpose of Transaction.
----------------------
The response to Item 4 is hereby amended and restated,
in its entirety, to read as follows:
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 has
acquired additional Securities in excess of 20% of the
outstanding Common Stock in the form of Series A-2
Conversion Shares in connection with the Conversion,
and has used these Series A-2 Conversion Shares
(together with its Common Stock) to influence control
over the management of the Issuer as described herein.
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.
On August 30, 1999, Infinity exercised its voting
control over its Common Stock and the Proxy Shares to
issue a written consent of the holders of a majority of
the shares of the Company's Common Stock to a) remove
the current directors of the Company other than Ronald
Seale, b) appoint Stuart J. Chasanoff and J. Keith
Benedict as directors of the Company. Infinity
intended thereby to a) cause the
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termination of the following officers of the Company:
the Chief Executive Officer, the President and Chief
Operating Officer and the Vice President of Operations
and b) cause the appointment of Ronald Seale as
Chairman of the Board, Chief Executive Officer and
President.
In its Quarterly Report filed with the Securities and
Exchange Commission on August 13, 1999, the Issuer
stated that it intends to oppose certain aspects of
this conversion and therefore presumably the actions
taken by Infinity described herein.
As a contingency in the event that the Company failed
to honor the written consent of the shareholders of the
Company described above, Infinity exercised its right
under the Agreement to appoint an additional director
of the Company by appointing John Wagner to the
Company's board of directors on September 13, 1999. On
September 14, 1999, the board of directors of the
Company a) terminated the Chief Executive Officer and
the President and Chief Operating Officer of the
Company and b) caused the appointment of Ronald Seale
as Chairman of the Board, Chief Executive Officer and
President of the Company.
The Reporting Persons also intend to review
continuously their investment in 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;
(b) an extraordinary corporate transaction such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) the 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 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.
------------------------------------
The response to Item is not amended, except that the
response to Item 5(c) is hereby amended and restated,
in its entirety, to read as follows:
(c) Not applicable.
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ITEM 6. Contracts, Arrangements, or Understandings or
---------------------------------------------
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
NOT AMENDED.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
NOT AMENDED.
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<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: September 22, 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 GP, 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 GP, 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 GP, L.L.C., its general partner
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).
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<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.
Present Position
Principal with
Name and Citizenship Occupation Reporting
or or ---------
Place of Organization Business 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
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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.
<PAGE>
Present Position
Principal with
Name and Citizenship Occupation Reporting
or or ---------
Place of Organization Business 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
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<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.
Present Position
Principal with
Name and Citizenship Occupation Reporting
or or ---------
Place of Organization Business 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
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<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.
Present Position
Principal with
Name and Citizenship Occupation Reporting
or or ---------
Place of Organization Business 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
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