SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
EDGE TECHNOLOGY GROUP, INC.
(Name of Issuer)
-----------------------------------------------------------------
Common Stock, par value $.01 per share
(Title of Class of Securities)
-----------------------------------------------------------------
928430 10 7
(CUSIP Number)
-----------------------------------------------------------------
J. Keith Benedict, 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 1, 2000
-----------------------------------------------------------------
(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>
(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 6,869,854
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 6,869,854
Power
(11) Aggregate Amount Beneficially Owned 6,869,854
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 42.8%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
2
<PAGE>
(1) Name of Reporting PersonsInfinity 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
3
<PAGE>
(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
4
<PAGE>
(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
5
<PAGE>
(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
6
<PAGE>
This Schedule 13D/A Amendment No. 3 hereby amends and
restates in its entirety 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
Visual Edge Systems, Inc., a Delaware corporation ("Issuer").
ITEM 1. Security and Issuer.
This statement relates to the ownership of common stock,
$.01 par value (the "Common Stock"), of Edge Technology Group,
Inc., a Delaware corporation formerly known as Visual Edge
Systems, Inc. The principal executive offices of the Issuer are
located at 901 Yamato Road, Suite 175, Boca Raton,
Florida 33431.
ITEM 2. Identity and Background.
(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 being filed by Infinity
Investors Limited, Infinity Emerging Holdings
Subsidiary Limited ("IEHSL"), Glacier Capital Limited,
Summit Capital Limited and PurchasePooling Investment
Fund ("PurchasePooling Fund") (collectively, 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"), Infinity
Emerging Subsidiary Limited ("IESL"), IEO Investments
Limited ("IEO Investments"), Hunt Asset Management,
L.L.C. ("HAM"), 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. ("SCM"),
Sandera Capital, L.L.C. ("Sandera Capital"), Randall
Fojtasek ("Fojtasek"), Clark K. Hunt ("Hunt"), Barrett
Wissman ("Wissman"), Infinity Emerging Subsidiary
Limited ("IESL"), Catalyst Master Fund, L.P.
("Catalyst"), Catalyst GP, Ltd. ("Catalyst GP"),
Catalyst Capital, Ltd. ("Catalyst Capital"), Hunt
Financial Ventures, L.P. ("HFV"), Jon Bren ("Bren"),
Aquatine Holdings, LLC ("Aquatine"), Mark Graham
("Graham") and Peerless International, Limited
("Peerless"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons." The
Reporting Persons have included as Exhibit A an
agreement in writing that this statement is filed on
behalf of each of them.
(b) and (c) REPORTING PERSONS
Infinity, Glacier, Summit and IEHSL are Nevis, West
Indies Corporations and their principal address, which
also serves as their principal office, is Hunkins
Waterfront Plaza, Main Street, P.O. Box 556,
Charlestown, Nevis, West Indies. PurchasePooling Fund
is a Texas joint venture, and its principal address,
which also serves as its principal office, is 1601 Elm
Street, Suite 4000, Dallas, Texas
7
<PAGE>
75201. The principal business of each Reporting Person
is the purchase, sale, exchange, acquisition and
holding of investment securities.
The names, business addresses, principal occupations or
employments and citizenships of each officer and
director of the Infinity, Glacier, IEHSL and Summit are
set forth on attached Schedule A, which is 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:
--------
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.
IEHSL:
-----
IEHSL is owned by IESL and IEO Investments.
IESL is a Nevis, West Indies corporation, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities. IESL
is a wholly-owned subsidiary of Emerging.
IEO Investments is a Nevis, West Indies corporation,
the principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities. IEO Investments is a wholly-owned
subsidiary of HAM.
HW Capital is a Texas limited partnership, the
principal business of which is acting as advisor to
IEHSL, 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. Hunt and Wissman are the managers of HW
Capital LLC. The principal occupation of Hunt and
Wissman is financial management.
8
<PAGE>
Glacier:
-------
Glacier is 100% owned by Lion. The directors of
Glacier 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. Hunt,
Wissman and Fojtasek are the Managers of Mountain. The
principal occupation of 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. Hunt and Wissman are the managers of HW
Capital LLC. The principal occupation of Hunt and
Wissman is financial management.
Summit:
------
Summit is 100% owned by Sandera. 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.
Sandera Capital is a Texas limited liability company,
the principal business of which is servicing as the
general partner of SCM and activities related thereto.
Hunt and Wissman are the managers and principal
officers of Sandera Capital. The principal occupation
of Hunt and Wissman is financial management.
HW Capital owns 100% of Sandera 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. Hunt and Wissman are the Managers of HW
Capital LLC.
9
<PAGE>
PurchasePooling Fund:
--------------------
The partners of PurchasePooling Fund are IEHSL,
Catalyst and Peerless. HW Capital is the manager of
PurchasePooling Fund.
Catalyst is a Cayman Islands exempted limited
partnership. Its general partner is Catalyst GP, a
Cayman Islands exempted company with limited liability.
Catalyst Capital is a Nevis, West Indies corporation
owned HFV and Aquatine Holding, LLC. HFV is controlled
and managed by Hunt and Bren. Aquatine is controlled
and managed by Graham. The principal occupation of
Bren, Graham and Hunt is financial management.
Peerless is an offshore entity.
(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) Bren, Fojtasek, Graham, Hunt and Wissman are citizens
of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
Except as otherwise expressly stated, the following
description of the transactions pursuant to which the Reporting
Persons acquired their shares of Common Stock do not give effect
to the one for four reverse stock split effected by the Issuer on
September 1, 2000 (the "Reverse Stock Split").
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)
$7,500,000 in aggregate principal amount of 8.25% unsecured
convertible notes (the "Notes"); (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 without giving effect to the Reverse Stock
Split. The 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. In addition, $5 million of the Notes were subject to
mandatory automatic exchange for Series A Convertible Preferred
Stock, par value $.01 per share. The 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.
10
<PAGE>
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 were, 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 and the Funds entered into
the First Amendment to the Securities Purchase Agreement and
Related Documents, dated as of December 31, 1997 (the "First
Amendment"). 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").
Dividends on the Preferred Stock and the Series A-2
Preferred Stock (as hereafter defined) were, 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.
As a condition to the consummation of an additional equity
financing of the Issuer, the Issuer and Infinity, Emerging,
Summit (as the transferee of Sandera) and Glacier (as the
transferee of Lion) entered into the Agreement and Second
Amendment to Bridge Securities Purchase Agreement and Related
Documents (the "Second Amendment"), which was dated as of
March 27, 1998. In connection with the Second Amendment,
Infinity, Emerging, Summit and Glacier received an aggregate of
100,000 shares of Common Stock. Furthermore, because the Issuer
did not redeem all of the Preferred Stock and Notes owned by them
before June 30, 1998, Infinity, Emerging, Summit and Glacier
received an aggregate of 200,000 additional shares of Common
Stock.
On December 29, 1998, the Issuer, Infinity, Glacier, Summit
and IEO (as the transferee of Emerging) entered into the Third
Amendment to Bridge Securities and Purchase Agreement and Related
Documents (the "Third Amendment"). 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 Infinity, Glacier, Summit and IEO a new class
of Series A-2 Convertible Preferred Stock (the "Series A-2
Preferred Stock").
The Third Amendment also revised the conversion price at
which the Notes were convertible into Common Stock and at which
the Series A-2 Preferred Stock were 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 was $2.50 until January 1, 2000, inclusive, and $1.25
thereafter. The Conversion Price applicable to the Series A-2
Preferred Stock initially was fixed; however, upon the
occurrence of an Event of Default (as described herein), the
Conversion Price
11
<PAGE>
applicable to the Series A-2 Conversion Shares (the "Default
Conversion Price") was to be 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: (1) 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 Conversion Stock as
reported by the Bloomberg for the five consecutive trading days
preceding the date of determination) on the Conversion Date (2)
divided by the Liquidation Preference (defined as $1,000 per
share plus all secured and unpaid dividends on the Series A-2
Convertible Preferred Stock).
Infinity, Glacier, Summit and IEO agreed to a limitation of
their conversion rights, such that, unless an Event of Default
(as described therein) occurred, they could 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 Funds 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 "Limitation on
Conversion").
In connection with the Third Amendment, Infinity, Glacier,
Summit and IEO canceled all outstanding Common Stock purchase
warrants of the Issuer still held by them in exchange for an
aggregate of 16,000 shares of Common Stock.
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 as of May 1, 1999, but retained
an aggregate of 40,417 shares of Common Stock.
An Event of Default occurred in August 1999, at which time
the Limitation on Conversion became void and the Default
Conversion Price became applicable. On August 13, 1999, Infinity
converted 1,627 shares of the Series A-2 Convertible Preferred
Stock into 9,594,857 shares of Common Stock at the Default
Conversion Price. The Issuer recognized the conversion in June
2000, to be effective as of August 13, 1999, after the dismissal
of litigation relating to the conversion. No additional funds
were needed to effect the conversion.
In September, 1999 Emerging, IEO's parent corporation, under
went a reorganization pursuant to which the Common Stock, among
other assets were transferred to IEHSL a newly formed indirect
subsidiary. As a result of the reorganization Emerging redeemed
its shares owned by its US shareholders only in exchange for
their pro rata share of IEHSL securities.
On July 13, 2000, Infinity, Glacier, Summit and the Issuer
entered into an Agreement and Fourth Amendment to Bridge
Securities Agreement and Related Documents (the "Fourth
Amendment") pursuant to which, among other things, (a) the
conversion price for the Notes and Series A-2 Preferred Stock
held by Infinity, Glacier and Summit was amended to be $.25 per
share of common stock, subject to a pro rata adjustment for a
proposed reverse stock split, (b) extended the maturity date of
the Notes and (c) Infinity, Glacier and Summit agreed to convert
their Notes and Series A-2 Preferred Stock into Common Stock at a
$0.25 per share conversion price upon the satisfaction or waiver
of certain conditions precedent.
12
<PAGE>
On September 1, 2000, (1) the Issuer effected a one for four
reverse stock split of its Common Stock, (2) Infinity, Glacier
and Summit waived the conditions precedent remaining unsatisfied,
and (3) after giving effect to the reverse stock split,
(a) Infinity exercised its conversion rights with respect to its
Notes and Series A-2 Preferred Stock and received an aggregate of
4,425,965 shares of Common Stock, (b) Glacier exercised its
conversion rights with respect to its Notes and Series A-2
Preferred Stock and received an aggregate of 1,131,600 shares of
Common Stock, and (c) Summit exercised its conversion rights with
respect to its Notes and Series A-2 Preferred Stock and received
an aggregate of 1,131,600 shares of Common Stock. No additional
funds were needed to effect the conversions. As a result of the
foregoing conversions, all of Notes and Series A-2 Preferred
Stock held by Infinity, Glacier and Summit have been converted
into Common Stock.
In addition, on September 5, 2000, PurchasePooling Fund and
the Issuer entered into an agreement (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 contractual rights of
PurchasePooling Fund under the agreements pursuant to which
PurchasePooling Fund acquired the PurchasePooling.com preferred
stock.
The securities of the Issuer held by the Reporting Persons
are collectively referred to herein as the "Securities." The
source of funds used to acquire the Securities was the working
capital accounts of the Reporting Persons. The description
contained in this Item 3 of the transactions contemplated by the
Agreement and the PurchasePooling 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, 99.10 and
99.11 to this statement.
ITEM 4. Purpose of Transaction.
The Reporting Persons originally acquired beneficial
ownership of the Securities for the purpose of investment.
However, Infinity intends to use its Common Stock to influence
control over the management of the Issuer.
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 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,
13
<PAGE>
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.
(a) Set forth below are the aggregate number of shares and
percentage of Common Stock beneficially owned by the
Reporting Persons on September 5, 2000 (based on
16,069,786 shares of Common Stock outstanding after
giving effect to the Reverse Stock Split as reported on
the Issuer's Form 8-K filed on September 15, 2000).
<TABLE>
Infinity IEHSL Glacier Summit PurchasePooling
Fund
-------------- ------------- --------------- -------------- ----------------
Shares % Shares % Shares % Shares % Shares %
--------- ---- ------ ---- --------- ---- -------- ---- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6,869,854 42.8% 10,104 .1% 1,141,279 7.1% 1,141,279 7.1% 2,644,841 16.5%
</TABLE>
CONTROLLING PERSONS
Each of HW Partners, as advisor to Infinity, and HW
Finance, as the general partner of HW Partners, may be
deemed to be beneficial owners 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 HW Capital, as advisor to each of IEHSL,
Summit, Glacier and PurchasePooling Fund, and HW
Capital 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
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.
14
<PAGE>
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.
(b) REPORTING PERSONS
Infinity shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the
Infinity Securities with its advisor, HW Partners.
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 Finance, HW
Partners shares the power to vote or to direct the vote
and to dispose or to direct the disposition of Infinity
Securities.
In his capacity as a controlling person of HW Finance,
Wissman shares the power to vote or to direct the vote
and to dispose or to direct the disposition of Infinity
Securities.
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
15
<PAGE>
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 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) 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.
16
<PAGE>
(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.
On September 1, 2000 Infinity and Marion Interglobal, Ltd.
("Marion") terminated the Voting Agreement, dated August 2, 1999,
pursuant to which Marion had granted to Infinity an irrevocable
proxy to vote the Common Stock held by Marion on any matter
submitted to the Stockholders. A copy of the Voting Agreement
has been filed as Exhibit 99.9 to this statement.
This statement contains summaries of certain provisions of
the Agreement (as amended), 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.
ITEM 7. Material to be Filed as Exhibits.
EXHIBIT NO. TITLE OF EXHIBIT
----------- ----------------
A Agreement regarding filing of Schedule 13D.
(Filed herewith).
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.).
17
<PAGE>
(Incorporated by reference to Exhibit 99.3 to the
Issuer's Current Report on Form 8-K filed April 7,
1998).
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 by reference to Exhibit 99.2 to the
Issuer's Current Report on Form 8-K filed February
9, 1998).
99.8 Assignment Agreement, dated May 1, 1999,
between Infinity Investors Limited and IEO
Holdings Limited (Previously filed as Exhibit 99.8
to this Schedule 13D).
99.9 Voting Agreement, dated August 2, 1999,
among Infinity Investors Limited and Marion
Interglobal, Ltd. (Previously filed as Exhibit
99.9 to this Schedule 13D).
99.10 Agreement and Fourth Amendment to Bridge
Securities Purchase Agreement and Related
Documents, dated as of September 1, 2000, among
the Issuer, Infinity Investors Limited, Infinity
Emerging Holdings Subsidiary Limited (as the
transferee from IEO Holdings Limited), Summit
Capital Limited and Glacier Capital Limited.
(Incorporated by reference to Exhibit 10.1 to the
Issuer's Current Report on Form 8-K filed July 17,
2000).
99.11 Agreement, dated as of September 5,
2000, between PurchasePooling Investment Fund and
the Issuer. (Filed herewith).
(Signature Page Follows)
18
<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 15, 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 Federal
criminal violations (See 18 U.S.C. 1001).
19
<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
Principal
Occupation Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
--------------------- --------- ------------ ------------
James A. Loughran 38 Hertford Lawyer Director
(Irish) Street
London,
England W1Y
7TG
James E. Martin 37 Shephard Accountant Director
(British) Street
London,
England W1Y
7LH
Margareta Hedstrom 38 Hertford President
(Swedish) Street and
Longon, Treasurer
England W1Y
7TG
Cofides S.A. 38 Hertford Financial Vice
(Nevis, West Indies) Street Services President
London,
England W1Y
7TG
SECORP Ltd. 38 Hertford Financial Secretary
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
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 Emerging Holdings Subsidiary Limited.
Present
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
--------------------- ----------- ------------ ------------
Dungate Limited 38 Hertford Financial Director
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
SECORP Ltd. 38 Hertford Financial Secretary
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
20
<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
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
--------------------- ------------ ------------- ------------
James A. Loughran 38 Hertford Lawyer Director
(Irish) Street
London,
England W1Y
7TG
Cofides S.A. 38 Hertford Financial Director
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
James E. Martin 37 Shepherd Accountant President
(British) Street and
London, Treasurer
England W1Y
7LH
SECORP Limited 38 Hertford Financial Secretary
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
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
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
--------------------- ------------ ------------- ------------
James A. Loughran 38 Hertford Lawyer Director
(Irish) Street
London,
England W1Y
7TG
Cofides S.A. 38 Hertford Financial Director
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
James E. Martin 37 Shepherd Accountant President
(British) Street and
London, Treasurer
England W1Y
7LH
SECORP Limited 38 Hertford Financial Secretary
(Nevis, West Indies) Street Services
London,
England W1Y
7TG
21
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 15h day of September, 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
