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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Dominion Capital Fund Limited
(Last) (First) (Middle)
c/o Citco Fund Services, Bahamas Financial Centre, 3rd Floor
Charlotte & Sherley Street, P.O. Box CB-13136
(Street)
Nassau, Bahamas
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3/17/99
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
Global Intellicom, Inc. (GBIT)
5. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the Form is filed by more than one Reporting Person, see instruction
5(b)(v).
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<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
- -------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
Common Stock, $.01 par value 2,855,228(1) D
Series 11 Convertible Preferred
Stock 25 D
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(1)109,719 of these shares were acquired by the conversion of certain Series 6
Convertible Preferred Stock by Reporting person's agent Thomas Kernaghan & Co.,
Ltd.
<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
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Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
- ---------------------------------------------- ---------- ---------- ---------------------------------------------- -----------
<S> <C> <C> <C> <C>
Series 11 Convertible Preferred Stock Current N/A Common Stock, $.01 par value 57,143(2)
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Series 11 Convertible Preferred Stock .4135(2) D
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Explanation of Responses:
(2) Reporting Person owns 25 shares of Series 11 Convertible Preferred Stock,
having a liquidation preference of $1,000 per share. The number of shares
of Common Stock is determined by dividing the liquidation preference of the
shares being converted (plus any accrued but unpaid dividends) by a
conversion price, which is the closing bid price of the Common Stock for
the trading day immediately preceding the date of conversion. As of March
17, 1999, for example, the conversion rate was $0.4375, and the 25 shares
of Convertible Preferred Stock would have converted into 57,143 shares of
Common Stock. The exact conversion price and the number of shares of Common
Stock into which the Convertible Preferred Stock can be converted, however,
can not be specified until the conversion date.
/s/ David Sims 3/25/99
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David Sims, Director of Navigator
Management Ltd., President of
Livingstone Asset Management,
Investment Advisor to Dominion Capital
Fund Limited
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
