UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE NETWORK CONNECTION, INC.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.001 per Share
- ------------------------------------------------------------------
(Title of Class of Securities)
64120Q103
--------------------------
(CUSIP Number)
Barry Pearl, 3565 Piedmont Road, N.E., Suite 210,
Atlanta, GA 30305, (404) 251-1207
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 29, 1998
---------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*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
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 ("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).
AMENDMENT NO. 2 TO SCHEDULE 13D
CUSIP No. 64120Q103
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
INFINITY FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF CLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
215,887 Shares of Common Stock
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
215,887
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0519% of common stock presently outstanding
14 TYPE OF REPORTING PERSON*
PN
Item 1.Security and Issuer
The class of securities to which this Schedule 13D relates is the
common stock, par value $.001 per share (the "Stock"), of The Network
Connection, Inc., a Georgia corporation (the "Company"), whose address is:
1324 Union Hill Road
Alpharetta, GA 30201
Item 2.Identity and Background
a.Infinity Fund, L.P., a private limited partnership formed under
the laws of Georgia (the "reporting person").
b.Principal Office and Business Address: 3565 Piedmont Road, N.E.,
3 Piedmont Center, Suite 210, Atlanta, GA 30305.
c.The principal business of the reporting person is investing in and
trading securities.
Neither the reporting person nor any person controlling the
reporting person has ever been the subject of a criminal proceeding (excluding
traffic violations or similar misdemeanors).
e.Neither the reporting person nor any person controlling the
reporting person has ever been subject to any judgment, decree or any 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.
Item 3.Source and Amount of Funds or Other Consideration
All purchases of the Stock have been made with the investment
capital of the reporting person in the aggregate amount of approximately
$2,690,000. From time to time, the reporting person may borrow funds via
margin accounts with broker/dealers through which it executes trades.
Item 4.Purpose of Transaction
The Stock acquired by the reporting person has been purchased for
investment purposes. The reporting person may make additional purchases or
may dispose of some or all of the Stock owned by it in the future in amounts
and at times which have not been determined. The reporting person has no
present plans with regard to the Company other than as an investor in the
Stock.
Item 5.Interest in Securities of the Issuer
a.The reporting person is presently the beneficial owner of 215,887
shares of the Stock.
b.The reporting person has sole voting power and sole power to
dispose or direct the disposition of and sole right to receive dividends from
or proceeds from the sale of the Stock.
c.95,326 shares of the stock were acquired in open market
transactions between December 5, 1996 and April 29, 1998. 151,300 shares were
sold in open market transactions during the same time period. All sales and
purchases were made at market prices ranging between approximately $5.00 and
$10.00 per share.
d.No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
e.Not applicable
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any other
person with respect to the securities of the Company.
Item 7.Material to be Filed as Exhibits
There are no exhibits with this Amendment No. 2 to Schedule 13D.
<PAGE>
<PAGE> Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 8, 1998
- ----------------------
Date
INFINITY FUND, L.P.
By: /s/ Mark K. Scott
------------------------------
Signature
Manager, General Partner
------------------------------
Name/Title
