-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T72HFgpkkEg5Uupub6Mx6vLK9SD8dqX0xwkDMOXjRSzduAVv5qiweCNcU8Nq6iFn knNwfRyKKjXib3N2l0Q8vw== 0000909143-99-000170.txt : 19990924 0000909143-99-000170.hdr.sgml : 19990924 ACCESSION NUMBER: 0000909143-99-000170 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990923 GROUP MEMBERS: GLACIER CAPITAL LIMITED GROUP MEMBERS: IEO HOLDINGS LIMITED GROUP MEMBERS: INFINITY INVESTORS LIMITED GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: SUMMIT CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49607 FILM NUMBER: 99715492 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VISUAL EDGE SYSTEMS, INC. ================================================================= (Name of Issuer) Common Stock, par value $.01 per share ================================================================= (Title of Class of Securities) 928430 10 7 ================================================================= (CUSIP Number) Stuart J. Chasanoff, 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 13, 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. [X] 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). CUSIP NUMBER 928430 10 7 (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 10,751,553 Power Beneficially (8) Shared Voting 117,842 Owned by Each Power Reporting Person (9)Sole Dispositive 9,775,553 Power with: (10) Shared Dispositive 117,842 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons IEO Holdings Limited 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 (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 40,417 Power Beneficially (8) Shared Voting 10,828,978 Owned by Each Power Reporting Person (9)Sole Dispositive 40,417 Power with: (10) Shared Dispositive 9,852,978 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons Glacier Capital Limited 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 (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 38,712 Power Beneficially (8) Shared Voting 10,830,683 Owned by Each Power Reporting Person (9)Sole Dispositive 38,712 Power with: (10) Shared Dispositive 9,854,683 Power (11) Aggregate Amount Beneficially Owned 10,869,395 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 928430 10 7 (1) Name of Reporting Persons Summit Capital Limited 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 (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 38,713 Power Beneficially (8) Shared Voting 10,830,682 Owned by Each Power Reporting Person (9)Sole Dispositive 38,713 Power with: (10) Shared Dispositive 9,854,682 Power (11) Aggregate Amount Beneficially Owned 10,864,395 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 54.3% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO AMENDMENT NO. 2 TO SCHEDULE 13D -------------------------------- Filed Pursuant to Rule 13d-1 ITEM 1. Security and Issuer. ------------------- This Statement on Schedule 13D ("Statement") relates to common stock, $.01 par value (the "Common Stock"), of VISUAL EDGE SYSTEMS, INC., a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 24211 North Federal Highway, Suite 100, Boca Raton, Florida 33431. This Statement amends and supplements the Statement on Schedule 13D originally filed by the "Reporting Persons" (as defined therein) on August 2, 1999, as amended by that Amendment No. 1 to Schedule 13D filed by the Reporting Persons on September 9, 1999. ITEM 2. Identity and Background. ----------------------- NOT AMENDED. ITEM 3. Source and Amount of Funds or Other Consideration. NOT AMENDED. ITEM 4. Purpose of Transaction. ---------------------- The response to Item 4 is hereby amended and restated, in its entirety, to read as follows: The Reporting Persons originally acquired beneficial ownership of the Securities for the purpose of investment. However, as set forth above, as the Limitation on Conversion is now void, Infinity has acquired additional Securities in excess of 20% of the outstanding Common Stock in the form of Series A-2 Conversion Shares in connection with the Conversion, and has used these Series A-2 Conversion Shares (together with its Common Stock) to influence control over the management of the Issuer as described herein. In addition, pursuant to that certain Voting Agreement dated August 2, 1999, by and among Infinity and Marion Interglobal, Ltd. (the "Voting Agreement"), Infinity has been granted an irrevocable proxy to vote the Common Stock of the Proxy Stockholders (the "Proxy Shares") on any matter submitted to the stockholders of the Company for a vote or approval. The description contained in this Item 4 of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 99.9 of this Statement. On August 30, 1999, Infinity exercised its voting control over its Common Stock and the Proxy Shares to issue a written consent of the holders of a majority of the shares of the Company's Common Stock to a) remove the current directors of the Company other than Ronald Seale, b) appoint Stuart J. Chasanoff and J. Keith Benedict as directors of the Company. Infinity intended thereby to a) cause the -1- termination of the following officers of the Company: the Chief Executive Officer, the President and Chief Operating Officer and the Vice President of Operations and b) cause the appointment of Ronald Seale as Chairman of the Board, Chief Executive Officer and President. In its Quarterly Report filed with the Securities and Exchange Commission on August 13, 1999, the Issuer stated that it intends to oppose certain aspects of this conversion and therefore presumably the actions taken by Infinity described herein. As a contingency in the event that the Company failed to honor the written consent of the shareholders of the Company described above, Infinity exercised its right under the Agreement to appoint an additional director of the Company by appointing John Wagner to the Company's board of directors on September 13, 1999. On September 14, 1999, the board of directors of the Company a) terminated the Chief Executive Officer and the President and Chief Operating Officer of the Company and b) caused the appointment of Ronald Seale as Chairman of the Board, Chief Executive Officer and President of the Company. The Reporting Persons also intend to review continuously their investment in the Issuer, and may in the future determine to: (i) acquire additional securities of the Issuer, through conversions of the Notes and/or the Series A-2 Preferred Stock, 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; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the 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. ------------------------------------ The response to Item is not amended, except that the response to Item 5(c) is hereby amended and restated, in its entirety, to read as follows: (c) Not applicable. -2- ITEM 6. Contracts, Arrangements, or Understandings or --------------------------------------------- Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ NOT AMENDED. ITEM 7. Material to be Filed as Exhibits. -------------------------------- NOT AMENDED. -3- 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 22, 1999 INFINITY INVESTORS LIMITED By: HW Partners, L.P., its investment advisor By: HW Finance, L.L.C., its general partner By: /s/ STUART CHASANOFF ------------------------------------ Name: Stuart Chasanoff Title: Senior Vice President IEO HOLDINGS LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital GP, L.L.C., its general partner By: /s/ STUART CHASANOFF ------------------------------------- Name: Stuart Chasanoff Title: Senior Vice President GLACIER CAPITAL LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital GP, L.L.C., its general partner By: /s/ STUART CHASANOFF -------------------------------------- Name: Stuart Chasanoff Title: Senior Vice President SUMMIT CAPITAL LIMITED By: HW Capital, L.P., its investment advisor By: HW Capital GP, L.L.C., its general partner By: /s/ STUART CHASANOFF --------------------------------------- Name: Stuart Chasanoff Title: Senior Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -4- 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 Position Principal with Name and Citizenship Occupation Reporting or or --------- Place of Organization Business Employment Person --------------------- --------- ----------- -------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 38 Hertford Street Accountant Director (British) London, England W1Y 7TG Margareta Hedstrom 38 Hertford Street President (Swedish) Longon, England W1Y and 7TG Treasurer Cofides S.A. 38 Hertford Street Financial Vice (Nevis, West Indies) London, England W1Y Services President 7TG SECORP Ltd. 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England W1Y Services 7TG -5- 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 IEO Holdings Limited. Present Position Principal with Name and Citizenship Occupation Reporting or or --------- Place of Organization Business Employment Person - ---------------------- ---------- ----------- --------- John A. Brooks 38 Hertford Street Solicitor Director, (UK) London, England W1Y President 7TG and Treasurer Suzanne Sheehy 38 Hertford Street Director (Irish) London, England W1Y Secretary and 7TG Secretary Sophia Leacocos 37 Shepherd Street Executive Director (USA) London, England W1Y 7LH Siobhan B. Mareuse 38 Hertford Street Attorney Director (Irish) London, England W1Y 7TG -6- 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 Position Principal with Name and Citizenship Occupation Reporting or or --------- Place of Organization Business Employment Person --------------------- ------------ ----------- -------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG Cofides S.A. 38 Hertford Street Financial Director (Nevis, West Indies) London, England W1Y Services 7TG James E. Martin 37 Shepherd Street Accountant President (British) London, England W1Y and 7LH Treasurer SECORP Limited 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England W1Y Services 7TG -7- 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 Position Principal with Name and Citizenship Occupation Reporting or or --------- Place of Organization Business Employment Person - ----------------------- ----------- ------------ --------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG Cofides S.A. 38 Hertford Street Financial Director (Nevis, West Indies) London, England W1Y Services 7TG James E. Martin 37 Shepherd Street Accountant President (British) London, England W1Y and 7LH Treasurer SECORP Limited 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England W1Y Services 7TG -8- -----END PRIVACY-ENHANCED MESSAGE-----