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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GLOBAL INTELLICOM, INC.
(Name of issuer)
COMMON STOCK, $.01 par value
(Title of class of securities)
379337108
(CUSIP number)
Samuel M. Krieger, Esq., 319 Fifth Avenue, New York, New York 10016
(Name, address and telephone number of person
authorized to receive notices and communications)
March 12, 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 /_/.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
(Continued on following pages) (Page 1 of 12 Pages)
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* 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 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 No. 379337108 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ ]
SOVEREIGN PARTNERS, L.P. ("Reporting Entity")
EIN No. 06-1434368
DOMINION CAPITAL FUND LIMITED ("Dominion")
EIN No.
CANADIAN ADVANTAGE LIMITED PARTNERSHIP ("CALP")
EIN No.
ATLANTIS CAPITAL FUND LIMITED ("Atlantis")
EIN No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) /_/
SEE ITEM 5 BELOW
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Reporting Entity: Delaware
Dominion Bahamas
CALP: Ontario
Atlantis: Cayman Islands
7 SOLE VOTING POWER
NUMBER OF SHARES SEE ITEM 5 BELOW
Reporting Entity: 1,873,122
Dominion 2,855,228
CALP: 912,616
Atlantis: 1,573,122
TOTAL FOR GROUP: 7,214,088
8 BENEFICIALLY OWNED BY SHARED VOTING POWER
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Page 3 of 12 Pages
9 EACH REPORTING SOLE DISPOSITIVE POWER
SEE ITEM 5 BELOW
Reporting Entity: 1,873,122
Dominion 2,855,228
CALP: 912,616
Atlantis: 1,573,122
TOTAL FOR GROUP: 7,214,088
10 PERSON WITH SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 BELOW
Reporting Entity: 1,873,122
Dominion 2,855,228
CALP: 912,616
Atlantis: 1,572,122
TOTAL FOR GROUP: 7,214,088
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 BELOW
Reporting Entity: 12.88%
Dominion: 20.59%
CALP: 7.65%
Atlantis: 12.5%
TOTAL FOR GROUP: 39.57%
14 TYPE OF REPORTING PERSON
Reporting Entity: PN
Dominion: CO
CALP: PN
Atlantis: PN
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Page 4 of 12 Pages
ITEM 1. Security and Issuer
Common Stock, $.01 par value
GLOBAL INTELLICOM, INC.
747 Third Avenue
New York, NY 10017
ITEM 2. Identity and background:
1. Reporting Entity
a. Sovereign Partners, L.P.
b. c/o Southridge Capital Management LLC,
General Partner
90 Grove Street Suite #01
Ridgefield, CT 06877
c. State of Organization: Delaware
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Reporting
Entity
a. Stephen Hicks
b. Southridge Capital Management LLC
90 Grove Street
Suite #01
Ridgefield, CT 06877
c. President - Southridge Capital Management LLC
d. None
e. None
f. Canada
a. Daniel Pickett
b. Southridge Capital Management, Inc.
90 Grove Street
Suite #01
Ridgefield, CT 06877
c. Secretary - Southridge Capital Management LLC
d. None
e. None
f. United States
2. Dominion
a. Dominion Capital Fund, Limited
b. c/o Citco Fund Services,
Bahamas Financial Centre, 3rd Floor
Charlotte & Shirley Street
P.O. Box CB-13136
Nassau, Bahamas
c. State of Organization: Bahamas
Principal Business: Investments
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Page 5 of 12 Pages
d. None
e. None
Name of Executive Officers and Principal Members of Dominion
a. Livingstone Asset Management Ltd.
b. Citco Fund Services,
Bahamas Financial Centre, 3rd Floor
Charlotte & Shirley Street
P.O. Box CB-13136
Nassau, Bahamas
c. Investment Manager
d. None
e. None
f. Bahamas
a. Navigator Management Ltd.
b. Citco Fund Services,
Bahamas Financial Centre, 3rd Floor
Charlotte & Shirley Street
P.O. Box CB-13136
Nassau, Bahamas
c. Sole Director and President of Investment Manager
d. None
e. None
f. British Virgin Islands
a. David Sims
b. Harbour House, Waterfront Drive
P.O.B. 972
Road Town, Tortola, British Virgin Islands.
c. Investments
d. None
e. None
f. United Kingdom
3. CALP
a. Canadian Advantage Limited Partnership
b. c/o VMH Management Ltd., General Partner
365 Bay Street, 10th Floor
Toronto M5H 2V2,Ontario
c. State of Organization: Ontario
Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of CALP
a. Mark Valentine
b. 365 Bay Street, 10th Floor
Toronto M5H 2V2,Ontario
c. Vice President - Thompson Kernaghan & Co., Ltd.
President - VMH Management Ltd.
d. None
e. None
f. Canada
a. Ian McKinnon
b. 365 Bay Street, 10th Floor
Toronto M5H 2V2,Ontario
c. Vice President - VMH Management Ltd.
Executive Officer - Thompson Kernaghan & Co. Ltd.
d. None
e. None
f. Canada
4. Atlantis
a. Atlantis Capital Fund, Ltd.
b. c/o Citco Fund Services,
Bahamas Financial Centre, 3rd Floor
Charlotte & Shirley Street
P.O. Box CB-13136
Nassau, Bahamas
c. State of Organization: Cayman Islands
Principal Business: Investments
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Page 6 of 12 Pages
d. None
e. None
Name of Executive Officers and Principal Members of Atlantis
a. Harbourcrest Asset Management Ltd.
b. c/o Lion Corporate Service (Bahamas) Limited
Cumberland House
27 Cumberland Street
P.O. Box CB-13016
Nassau, Bahamas
c. Investment Manager
d. None
e. None
f. Bahamas
a. Barry W. Herman
b. Cumberland House
27 Cumberland Street
P.O. Box CB-13016
Nassau, New Providence, The Bahamas
c. Director and President, Lion Corporate Service Ltd.
d. None
e. None
f. U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
Source: Working capital of Reporting Entity and other members
of Group
Amount: $2,150,000
Reporting Entity and other members of the Group
acquired $2,300,000 in liquidation value of Series 6,
10 and 11 convertible preferred stock of the Issuer
and have, to the date of this Schedule 13D, converted
certain of such shares (plus accrued dividends to
date of conversion) into 6,914,088 shares of Common
Stock of the Issuer. (See Item 5 below.) Reporting
Entity has also acquired 300,000 shares in a purchase
transaction.
ITEM 4. Purpose of Transaction
The Shares deemed to be beneficially owned by the Reporting
Entity and each of the other persons named in Item 5 as owning shares of the
Issuer were originally acquired for, and were being held individually for,
investment purposes. As of March 12, 1999, however, the Reporting Entity and
each of the other persons named in Item 5 (collectively, the "Group") has
determined to act together to seek a change in the current board of directors or
management of the Issuer. The Group plans to file a proxy statement seeking to
obtain proxies to vote in favor of the Group's nominees for seats on the Board
to be elected at the next meeting of shareholders of the Issuer. In connection
therewith, the Reporting Entity and CALP have brought an action in Nevada which,
among other things, is seeking recognition of each of the members of the Group
as the record and beneficial owner of the Issuer's shares of Common Stock
reflected in their respective conversion notices and seeking to require the
Company to hold an annual meeting of shareholders, which has not been called by
the existing management of the Issuer for more than 22 months. If successful in
electing the Group's nominees, the Group will seek to replace some or all of the
Issuer's current management and may also seek to remove any remaining current
board members not subject to election at such meeting.
ITEM 5. Interest in Securities of Issuer
a.&b. All of the information given below is as of March 19,
1999. Percentages are based on information provided by the Company's transfer
agent that, as of March 15, 1999, there were 11,013,959 shares of Common Stock
outstanding. As the Issuer has not yet honored the conversions referred to in
Item 3 above and in Item 5 below, such number of outstanding shares does not
include any of such shares (or the shares to be issued on account of the accrued
dividends through the relevant conversion date).
The shares of each series are convertible at the option of the
holder into Common Stock.
For the Series 6 and 10 shares, the number of shares of Common
Stock is determined by dividing the liquidation preference of the shares being
converted (plus, in the case of the Series 10 shares, any accrued but
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Page 7 of 12 Pages
unpaid dividends) by a conversion price, which is 75% of the average closing bid
price of the Common Stock for the five trading days immediately preceding the
date of conversion. As of March 17, 1999, the conversion rate was $0.3101 (75%
of $0.4135).
For the Series 11 shares, 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 on the trading day immediately
preceding the date of conversion. As of March 17, 1999, the conversion rate was
$0.4135.
Each of the following persons is deemed to be the beneficial
owner of the number of shares of Common Stock, par value $.01, of the Issuer,
indicated below. Each such person is deemed to beneficially own the percentage
of the outstanding shares indicated below. Each such person has the sole power
to vote, direct the vote, dispose of or direct the disposition of all the shares
that it is deemed to beneficially own.
<TABLE>
<CAPTION>
Liq. Conversion Converted
Name Series Value Date Shares Total Per Cent(1)
- ---------------- ------- ----- ------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Reporting 10 $ 475,000 3/17/99 1,531,640
Entity 10(4) 25,000
Dividends(2) 12,865 3/17/99 41,482
Other[see 5c] 300,000 1,873,122 12.88%
Dominion 6(3) $ 84,375 8/24/98 109,719
6 $ 665,625 3/17/99 2,146,312
Dividends(2) $ 40,215 3/17/99 129,673
11 $ 200,000 3/17/99 457,143
11(4) 25,000
Dividends(2) $ 5,417 3/17/99 12,381
2,855,228 20.59%
CALP 6(3) $ 28,125 8/24/98 36,573
6 $ 221,875 3/17/99 715,437
Dividends(2) $ 13,405 3/17/99 43,224
11 $ 50,000 3/17/99 114,286
11(4) 25,000
Dividends(2) $ 1,354 3/17/99 3,095
912,616 7.65%
Atlantis 10 $ 475,000 3/17/99 1,531,640
10(4) 25,000
Dividends(2) $ 12,865 3/17/99 41,482
1,573,122 12.5%
Group Total $2,200,000 7,214,088 39.57%
</TABLE>
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(1) Taking into account shares to be issued on conversions.
(2) Dividends calculated through March 15, 1999.
(3) Includes dividends through date of conversion.
(4) If the unconverted shares were converted at the same conversion rates
as in effect on March 17 (excluding interest), the aggregate holdings
of the Reporting Entity and each of the other entities named above
would be as follows:
<TABLE>
<CAPTION>
Name Total Shares Per Cent
<S> <C> <C>
Reporting Entity 1,953,735 15.07%
Dominion 2,912,370 20.91%
CALP 969,758 8.09%
Atlantis 1,653,735 13.05%
--------- ------
Group Total 7,489,599 40.48%
</TABLE>
The actual number of shares issuable upon conversion of the unconverted shares
will depend on the market price of the Common Stock at that time, as indicated
above.
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Page 8 of 12 Pages
c. The shares of Common Stock listed under the heading
"Converted Shares" in the table above for Dominion and CALP for the 8/24/98
conversion represent a conversion effected by notice given by their respective
agent, Thomson/ Kernaghan & Co., Ltd., on that date at a conversion rate of
approximately $0.792 per share. All other shares listed under the heading
"Converted Shares" above represent conversions given by the members of the Group
as indicated on March 17, 1999 at a conversion rate of approximately $0.3101 for
the Series 6 and 10 shares and approximately $0.4375 for the Series 11 shares.
On March 19, 1999, Reporting Entity also acquired 300,000 shares of Common Stock
from another holder of Preferred Stock at $.50 per share. Those shares represent
shares of Common Stock due to such holder for conversions effected by such
holder. To the date of this Schedule 13D, the Issuer has not issued the
Converted Shares to any member of the Group or such other holder.
The issuer has commenced an action in the United States
District Court for the Southern District of New York (No. 99 Civ 0342 DCC)
against several defendants including the Reporting Entity, Atlantis and Thomson
Kernaghan, each of which vigorously contests the allegations made by the Issuer
in the action, and intends to file a motion to dismiss and counterclaims.
Presently, discovery is stayed until resolution of this motion.
Each of the Reporting Entity and each of such other persons
expressly disclaims any beneficial interest in the shares held by any of the
other entities or persons named above (including, where relevant, the Reporting
Entity) and has no right to direct the voting or disposition of such shares.
Each member of the Group expressly disclaims any membership in
a group with any other member of the Group for any purpose or any matter other
than that contemplated in this Schedule 13D or another Schedule previously or
subsequently filed with the SEC.
None of the executive officers, directors or other persons
controlling the Reporting Entity, Dominion, CALP or Atlantis owns any shares of
the Issuer or has the power to direct the voting or disposition of any shares of
the Issuer (other than those owned by the Reporting Person, Dominion, CALP or
Atlantis, as the case may be).
During the 60 days prior to the filing of this Schedule 13D,
neither the Reporting Entity or any other members of the Group, nor any of the
other persons named above has bought or sold any shares of Common Stock of the
Issuer except as follows:
<TABLE>
<CAPTION>
Date Entity Transaction No. of Shares Price
- ---- ------ ----------- ------------- -----
<S> <C> <C> <C> <C>
1/21/99 Dominion Buy 9,600 $.89
2/19/99 Reporting Entity Buy 300,000 $.50
</TABLE>
d. N/A
e. N/A
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The members of the Group plan to act together for the purposes
enumerated in Item 4 above. To that end, they anticipate that they will consult
and try to reach a consensus on such issues as the selection of the persons to
be nominated to the Issuer's Board of Directors and in the preparation of proxy
materials to be circulated to shareholders of the Issuer. They also anticipate
that they will vote in concert at the next shareholders meeting at which the
election of directors is submitted to a vote of the shareholders. Each member of
the Group, however, retains the power and authority to nominate any person to
the Board and to sell shares of the Issuer's Common Stock in such members sole
and absolute discretion, without receiving the consent of, and without any
liability to, the other members. There are no written agreements to reflect any
of the foregoing understandings.
ITEM 7. Material to be filed as Exhibits
None. (See Item 6)
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Page 9 of 12 Pages
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.
March 22, 1999 SOVEREIGN PARTNERS L.P.
- --------------
[Date] By: Southridge Capital Management, LLC, GP
By: /s/
---------------------------------
Stephen Hicks
Title: President
------------------------------
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
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Page 10 of 12 Pages
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.
March 22, 1999 DOMINION CAPITAL FUND LIMITED
- --------------
[Date]
BY: LIVINGSTONE ASSET MANAGEMENT LTD.
- Investment Advisor
BY: NAVIGATOR MANAGEMENT LTD.
Its: President
By: /s/
----------------------------------
David Sims
Title: Director
-------------------------------
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
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Page 11 of 12 Pages
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.
March 22, 1999 CANADIAN ADVANTAGE
- -------------- LIMITED PARTNERSHIP
[Date] By: VMH MANAGEMENT LTD.
General Partner
By: /s/
----------------------------------
Mark Valentine
Title: President
--------------------------------
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
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Page 12 of 12 Pages
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.
March 23, 1999 ATLANTIS CAPITAL FUND LIMITED
- -------------- BY: HARBOURCREST ASSET MANAGEMENT LTD.
[Date] - Investment Advisor
By: /s/
----------------------------------
Barry W. Herman
Title: Director & President
-------------------------------
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
