SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EDGE TECHNOLOGY GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
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928430 10 7
(CUSIP Number)
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J. Keith Benedict, Esq.
HW Partners, L.P.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 2000
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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. [ ]
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 13D/A Page 2
(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 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 0%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 3
(1) Name of Reporting Persons Infinity Emerging
Holdings Subsidiary 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* (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 0
Power
Beneficially
(8) Shared Voting 10,104
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 10,104
Power
(11) Aggregate Amount Beneficially Owned 10,104
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by .1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 4
(1) Name of Reporting Persons Glacier Capital 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* (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 0
Power
Beneficially
(8) Shared Voting 1,141,279
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 1,141,279
Power
(11) Aggregate Amount Beneficially Owned 1,141,279
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 7.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 5
(1) Name of Reporting Persons Summit Capital 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* (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 0
Power
Beneficially
(8) Shared Voting 1,141,279
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10 Shared Dispositive 1,141,279
Power
(11) Aggregate Amount Beneficially Owned 1,141,279
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 7.1%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 6
(1) Name of Reporting Persons PurchasePooling Investment Fund
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, OO
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7)Sole Voting 0
Power
Beneficially
(8) Shared Voting 2,644,841
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 2,644,841
Power
(11) Aggregate Amount Beneficially Owned 2,644,841
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 16.5%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 7
This Schedule 13D/A Amendment No. 4 hereby amends the
Schedule 13D, as amended, filed jointly by Infinity Investors
Limited ("Infinity"), IEO Holdings Limited ("IEO"), Glacier
Capital Limited ("Glacier") and Summit Capital Limited ("Summit")
with respect to the securities of Edge Technology Group, Inc., a
Delaware corporation formerly known as Visual Edge Systems, Inc.
("Issuer"). Defined terms used but not defined herein shall have
the meaning as previously set forth in Schedule 13D.
ITEM 1. Security and Issuer.
Not amended.
ITEM 2. Identity and Background.
Not amended.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not amended.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety to
read as follows:
The Reporting Persons acquired beneficial ownership of the
Securities for the purpose of investment. The Reporting Persons
intend to continuously review their investment and the Issuer,
and may in the future determine to: (i) acquire additional
securities of the Issuer, through 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 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.
Item 5 is hereby amended and restated in its entirety to
read as follows:
(a) Set forth below are the aggregate number of shares and
percentage of Common Stock beneficially owned by the Reporting
Persons on October 23, 2000 after giving effect to Infinity's
sale of all of its shares of Common Stock as described in
subsection (c) below (based on 16,069,786 shares of Common Stock
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 8
outstanding after giving effect to the Reverse Stock
Split as reported on the Issuer's Form 8-K filed on
September 15, 2000).
<TABLE>
PurchasePooling
Infinity IEHSL Glacier Summit Fund
----------- ----------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares % Shares % Shares % Shares % Shares %
------- -- ------ ---- --------- ----- --------- ----- --------- -----
0 0% 10,104 .1% 1,141,279 7.1 1,141,279 7.1% 2,644,841 16.5%
</TABLE>
CONTROLLING PERSONS
Each of HW Capital, as advisor to each of IEHSL,
Summit, Glacier and PurchasePooling Fund, and HW
Capital GP LLC, as the general partner of HW Capital,
may be deemed to be beneficial owners of the Securities
beneficially owned by each of IEHSL (the "IEHSL
Securities"), Summit (the "Summit Securities"), Glacier
(the "Glacier Securities") and PurchasePooling Fund
("PurchasePooling Securities") pursuant to Rule 13d-3
of the Act.
In their capacity as controlling persons of HW Capital
GP LLC, Hunt and Wissman may be deemed to be beneficial
owners of the IEHSL Securities, the Glacier Securities,
the Summit Securities and the PurchasePooling
Securities pursuant to Rule 13d-3 of the Act.
IESL and IEO Investments, as the only shareholders of
IEHSL, may be deemed to be the beneficial owner of the
IEHSL Securities pursuant to Rule 13d-3 of the Act.
Emerging, as the sole shareholder of IESL, and HAM, as
the sole shareholder of IEO Investments, may be deemed
to be beneficial owners of the IEHSL 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 Hunt,
Wissman and Fojtasek, as the managers of Mountain, may
be deemed to be 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, Sandera
Capital, as the general partner of SCM, Hunt and
Wissman, as the managers (and, as applicable, the
executive officers) of Sandera Capital, and HW Capital,
as the 100% owner of Sandera Capital, may be deemed to
be beneficial owners of the Summit Securities pursuant
to Rule 13d-3 of the Act.
Each of Catalyst, IEHSL and Peerless, as the general
partners of PurchasePooling Fund, and HW Capital, as
the sole and exclusive manager of PurchasePooling Fund,
may be deemed to be the beneficial owners of the
PurchasePooling Securities pursuant to Rule 13d-3 of
the Act.
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 9
(b) REPORTING PERSONS
IEHSL shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the
IEHSL Securities with its advisor, HW Capital.
Glacier shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the
Glacier Securities with its advisor, HW Capital.
Summit shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the
Summit Securities with its advisor, HW Capital.
PurchasePooling Fund shares the power to vote or to
direct the vote and to dispose or to direct the
disposition of the PurchasePooling Securities with its
manager, HW Capital.
CONTROLLING PERSONS
Acting through its sole general partner HW Capital LLC,
HW Capital shares the power to vote or to direct the
vote and to dispose or to direct the disposition of the
IEHSL Securities, the Summit Securities, the Glacier
Securities and the PurchasePooling Securities.
In their capacities as controlling persons of HW
Capital LLC, Hunt and Wissman share the power to vote
or to direct the vote and to dispose or to direct the
disposition of the IEHSL Securities, the Summit
Securities, the Glacier Securities and the
PurchasePooling Securities.
Each of IESL and IEO Investments, as the only
shareholders of IEHSL, HAM, as the sole shareholder of
IEO Investments, and Emerging, as the sole shareholder
of IESL, shares the power to vote or direct the vote
and to dispose or to direct the disposition of the
IEHSL Securities.
Each of Lion, as the sole shareholder of Glacier,
Mountain, as the general partner of Lion, and Hunt,
Wissman and Fojtasek, as the managers of Mountain,
shares the 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, Sandera
Capital, as the general partner of SCM, Hunt and
Wissman, as the managers (and, as applicable, the
executive officers) of Sandera Capital, and HW Capital,
as the 100% owner of Sandera Capital, shares the power
to vote or to limit the vote and to dispose or to
direct the disposition of the Summit Securities.
Each of Catalyst, IEHSL and Peerless, as the general
partners of PurchasePooling Fund, Catalyst Capital, the
investment manager of Catalyst, HFV and Aquatine
Holding, LLC., the owners of Catalyst Capital, Hunt and
Bren, the managers of
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 10
HFV and Graham, the manager of Aquatine, share the
power to vote or to limit the vote and to dispose or to
direct the disposition of the PurchasePooling
Securities.
(c) Pursuant to a letter agreement dated as of October 23,
2000 (the "Letter Agreement") among Infinity, Global
Technology Value Partners Limited ("Global") and the
Issuer, Infinity sold 6,869,854 shares of Common Stock
to Global, which constituted all of the shares of
Common Stock held by Infinity. Thus, Infinity will no
longer be a Reporting Person pursuant to Rule 13d-1
promulgated under the Act and HW Partners and HW
Finance, advisors to Infinity, will no longer be
Controlling Persons of a Reporting Person.
The aggregate purchase price for the shares of Common
Stock sold by Infinity was $5,500,000, or approximately
$0.80 per share, payable on or before June 30, 2001.
The obligation to pay the purchase price is with full
recourse but without interest. Global's obligation to
pay the purchase price is secured by a pledge of the
shares of Common Stock granted pursuant a Pledge
Agreement, dated as of October 23, 2000, between
Infinity Investors Limited and Global. The foregoing
response is qualified in its entirety by reference to
the Letter Agreement, the Pledge Agreement, and the
related Transfer Agent Agreement, copies of which are
filed as Exhibits 99.12, 99.13, and 99.14,
respectively, and incorporated into this response by
reference.
On September 1, 2000, Infinity, Glacier and Summit
converted all of their respective Notes and Series A-2
Preferred Stock into an aggregate of 6,689,165 shares
of Common Stock as more particularly described in
response to Item 3.
On September 5, 2000, PurchasePooling Fund and the
Issuer entered into the PurchasePooling Agreement
pursuant to which PurchasePooling Fund agreed to
purchase 2,644,841 shares of Common Stock (post Reverse
Stock Split) in exchange for 9,593,824 shares of Series
A Convertible Preferred Stock, par value $0.0001 per
share, of PurchasePooling.com, Inc. and certain
contractural rights of PurchasePooling Fund under the
agreements pursuant to which PurchasePooling Fund
acquired the PurchasePooling.com preferred stock.
(d) Not applicable.
(e) IEO ceased to be the beneficial owner of more than five
percent of the Common Stock as of May 1, 1999.
Infinity ceased to be a beneficial owner of more than
five percent of the Common Stock as of October 23,
2000.
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 11
ITEM 6. Contracts, Arrangements, or Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by to add the following at the end
thereof:
Pursuant to the Letter Agreement, Infinity sold 6,869,854
shares of Common Stock to Global, which constituted all of the
shares of Common Stock held by Infinity. The aggregate purchase
price for the shares of Common Stock sold by Infinity was
$5,500,000, or approximately $0.80 per share, payable on or
before June 30, 2001. The obligation to pay the purchase price
is with full recourse but without interest. Global's obligation
to pay the purchase price is secured by a pledge of the shares of
Common Stock granted pursuant a Pledge Agreement, dated as of
October 23, 2000, between Infinity Investors Limited and Global.
The foregoing response is qualified in its entirety by reference
to the Letter Agreement, the Pledge Agreement, and the related
Transfer Agent Agreement, copies of which are filed as Exhibits
99.12, 99.13, and 99.14, respectively, and incorporated into this
response by reference.
ITEM 7. Material to be Filed as Exhibits.
EXHIBIT NO. TITLE OF EXHIBIT
----------- ----------------
A Agreement regarding filing of Schedule 13d.
99.12 Letter Agreement, dated as of October 23, 2000,
among Infinity Investors Limited, Global Technology
Value Partners Limited and the Issuer. (Filed herewith)
99.13 Pledge Agreement, dated as of October 23, 2000,
between among Infinity Investors Limited and
Global Technology Value Partners Limited. (Filed herewith)
99.14 Transfer Agent Agreement, dated as of
October 23, 2000, among Global Technology Value
Partners Limited, Infinity Investors Limited, and
the Issuer. (Filed herewith)
(Signature Page Follows)
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 12
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: November 1, 2000.
INFINITY INVESTORS LIMITED
By: /s/ James A. Loughran
----------------------------------
James A. Loughran, Director
INFINITY EMERGING HOLDINGS SUBSIDIARY
LIMITED
By: Dungate Limited, its Director
By: /s/ James E. Martin
----------------------------------
James E. Martin, Director
GLACIER CAPITAL LIMITED
By: /s/ James A. Loughran
-----------------------------------
James A. Loughran, Director
SUMMIT CAPITAL LIMITED
By: /s/ James A. Loughran
-----------------------------------
James A. Loughran, Director
PURCHASEPOOLING INVESTMENT FUND
By: HW Capital, L.P., its manager
By: HW Capital, L.L.C., its
general partner
By: /s/ J. Keith Benedict
---------------------------
Name: J. Keith Benedict
Title: Vice President
Attention: Intentional misstatements or
omissions of fact constitute Federalc
criminal violations (See 18 U.S.C. sec. 1001).
<PAGE>
EXHIBIT A
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13D (including amendment thereto) with respect to the
Common Stock of Edge Technology Group, Inc. This Joint Filing
Agreement shall be included as an exhibit to such filing or
filings. In evidence thereof, each of the undersigned, being
duly authorized where appropriate, hereby executes this Joint
Filing Agreement as of the 1st day of November, 2000.
INFINITY INVESTORS LIMITED
By:/s/ James A. Loughran
---------------------------------
James A. Loughran, Director
INFINITY EMERGING HOLDINGS
SUBSIDIARY LIMITED
By: Dungate Limited, its Director
By: /s/ James E. Martin
--------------------------------
James E. Martin, Director
GLACIER CAPITAL LIMITED
By: /s/ James A. Loughran
----------------------------------
James A. Loughran, Director
SUMMIT CAPITAL LIMITED
By: /s/ James A. Loughran
---------------------------------
James A. Loughran, Director
PURCHASEPOOLING INVESTMENT FUND
By: HW Capital, L.P., its manger
By: HW Capital, L.L.C., its
general partner
By: /s/ J. Keith Benedict
----------------------
Name: J. Keith Benedict
Title: Vice President
