-----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, HD79xknH1IvV8eSmCRssMGSI3PAkWKX5+GpndjBJKvVrKRjIxoGliHWHWik2wD1D cnwSMsUcgTpDRaxXg29WSg== /in/edgar/work/20000915/0000909143-00-000265/0000909143-00-000265.txt : 20000923 0000909143-00-000265.hdr.sgml : 20000923 ACCESSION NUMBER: 0000909143-00-000265 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000915 GROUP MEMBERS: GLACIER CAPITAL LIMITED GROUP MEMBERS: INFINITY EMERGING HOLDINGS SUBSIDIARY LIMITED GROUP MEMBERS: INFINITY INVESTORS LIMITED GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: PURCHASEPOOLING INVESTMENT FUND GROUP MEMBERS: SUMMIT CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGE TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: [7997 ] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49607 FILM NUMBER: 724097 BUSINESS ADDRESS: STREET 1: 901 YAMATO ROAD SUITE 175 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 901 YAMATO ROAD SUITE 175 STREET 2: SUITE 175 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: VISUAL EDGE SYSTEMS INC DATE OF NAME CHANGE: 19960604 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/A 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/A 1 0001.txt 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). (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 (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 (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 (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 (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 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 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 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 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 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 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 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 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). Infinity IEHSL Glacier Summit PurchasePooling Fund - -------------- ------------- --------------- -------------- ---------------- Shares % Shares % Shares % Shares % Shares % - --------- ---- ------ ---- --------- ---- -------- ---- -------- ------- 6,869,854 42.8% 10,104 .1% 1,141,279 7.1% 1,141,279 7.1% 2,644,841 16.5%
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 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 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 (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 (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 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 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 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 EX-99 2 0002.txt AGREEMENT This Agreement (this "Agreement") is made as of the 5th day of September, 2000 by and between PURCHASE POOLING INVESTMENT FUND, a Texas general partnership managed by HW Capital, L.P. ("Investor"), and EDGE TECHNOLOGY GROUP, INC., formerly known as Visual Edge Systems Inc. (the "Company"). RECITALS: WHEREAS, Investor desires to contribute the Preferred Stock (as hereafter defined) to the Company in exchange for the issuance by the Company to the Investor of 2,644,841 shares of Company common stock, par value $.01 per share (the "Shares"). NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Investor and the Company hereby agree as follows: 1. Subscription; Delivery of Shares. Investor hereby irrevocably subscribes for and agrees to purchase 2,644,841 Shares upon the terms and conditions set forth herein, and herewith tenders to the Company (i) 9,593,824 shares of PurchasePooling.com, Inc. Series A Convertible Preferred Stock (the "Preferred Stock"), par value $.0001 per share (the "Purchase Payment"), and (ii) except as specifically set forth herein, all contractual rights of Investor that are incidental to the Preferred Stock under the Securities Purchase Agreement dated as of May 1, 2000 (the "Securities Agreement"), the Voting Agreement dated as of May 1, 2000, the Investors' Rights Agreement dated as of May 1, 2000, and the Co-Sale and First Refusal Agreement dated as of May 1, 2000, in each instance governing the terms upon which the Preferred Stock was issued (collectively, the "Ancillary Agreements"). The Purchase Payment shall not include options (or warrants) granted under the Ancillary Agreements to acquire 375,000 and 125,000 shares of common stock of PurchasePooling.com, Inc. granted to Lyda-CKH, LLC or its designee and Pierre Koshakji or his designee, respectively (which items were granted for such parties' participation on PurchasePooling.com, Inc.'s initial Board of Directors). 2. Intentionally Omitted. 3. Representations and Warranties of Investor as to the Shares. Investor hereby represents and warrants to the Company as follows: 3.1 Shares for Account of Investor. The Shares are being acquired for the account of Investor for investment purposes only, and are not being purchased with a view to or for the resale or distribution thereof, and Investor has no contract, undertaking, agreement or arrangement with, and has no present plan to enter into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Shares or any portion thereof (provided, nothing contained in this representation shall prohibit the right of Investor to distribute all or a portion of the Shares to the current partners of Investor). 3.2 Shares Not Registered Under Securities Laws. Investor understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), nor qualified under the securities laws of any state in reliance upon exemptions from the registration and qualification requirements of such statutes. 3.3 Legend on Shares. Investor has been informed and understands and agrees that certificates representing the Shares shall bear a legend on their face, customary under applicable United States federal law, restricting the sale, pledge, hypothecation or other transfer of the Shares or any interest therein, in the absence of registration and qualification under any applicable United States federal and state laws or an opinion of counsel, satisfactory in form and content to the Company, that, under the specific circumstances described therein, the proposed disposition is exempt from such requirements. 3.4 Financial Ability of Investor. Investor (a) has the financial ability to bear the economic risk of its investment in the Shares (including the possible loss of the entire amount thereof), (b) has adequate means for providing for its current and future needs and personal contingencies notwithstanding (i) Investor's investment in the Shares, (ii) the unavailability of any tax, financial or other benefits from Investor's investment in or ownership of the Shares, or (iii) the complete loss of Investor's entire investment in the Shares, and (c) has no need for liquidity with respect to its investment in the Shares. 3.5 Investor Sophistication. Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has obtained sufficient information from the Company to enable it to evaluate the risks of an investment in the Shares. 3.6 Offer Communicated Directly. The offer to sell the Shares was directly communicated to Investor by the Company by means of this Agreement. At no time was Investor presented with, or solicited by or through, any leaflet, public promotional meeting, television advertisement or any other form of general advertising. 3.7 Representations Not Conflicting. Neither the Company nor any person acting on behalf of the Company has made any statement, assertion, representation, warranty or other communication to Investor that was contrary to any provisions of this Agreement. 3.8 Receipt of Other Information. Investor has had the opportunity to ask questions of, and receive answers from, the Company or its authorized representatives pertaining to an investment in the Shares. 3.9 Suitability of Investment. Investor has determined that the Shares are a suitable investment for it and that, at this time, it is able to bear a complete loss of its investment in the Shares. 3.10 Independent Investment Decision. In making a decision to invest in the Shares, Investor has relied solely upon independent investigations made by it and is not -2- relying on the Company or its authorized representatives with respect to tax or other economic considerations involved in an investment in the Shares. 3.11 Accredited Investor. Each partner of Investor is an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act. 4. Representations and Warranties of Investor as to this Agreement and the Preferred Stock. Investor hereby represents and warrants to the Company as follows: 4.1 Authority. Investor is duly organized and validly existing and has all requisite power to execute, deliver and perform this Agreement and the transactions contemplated hereby. 4.2 Authorization. Investor has duly authorized the execution, delivery and performance of this Agreement. 4.3 Enforceability. This Agreement has been duly executed and delivered by Investor, and constitutes the valid and binding agreement of Investor, enforceable against Investor in accordance with its terms, except as (i) enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws and general principles of equity affecting creditors' rights generally, in each case as now or hereafter in effect, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. 4.4 Consents. The execution, delivery and performance of this Agreement will not require Investor to obtain or perform any (i) registration, filing, consent or approval under any law, rule, regulation, judgment, order, writ, decree, permit or license, or (ii) consent or approval of any other party to the Securities Agreement or to any of the Ancillary Agreements or any other person or entity. 4.5 Ownership of Preferred Stock. Investor is the sole record and beneficial owner of the Preferred Stock, free and clear of all liens, claims and encumbrances, and the transfer of such Preferred Stock to the Company shall vest in the Company ownership of such Preferred Stock, free and clear of all liens, claims and encumbrances (in each case, except for restrictions on transfer provided in the Ancillary Agreements). 4.6 Litigation. There is no action, suit, claim, proceeding or investigation pending or threatened against Investor, at law or in equity, or before any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, would question Investor's ownership of the Preferred Stock or the validity of, or prevent the consummation of, the transaction contemplated by this Agreement. 4.7 Finders. Investor has not directly or indirectly dealt with anyone acting in the capacity of a finder or broker and has not incurred any obligation for any finder's or broker's fee or commission in connection with the transactions contemplated by this Agreement. -3- 5. Representations and Warranties of the Company as to the Preferred Stock. The Company hereby represents and warrants to the Investor as follows: 5.1 Preferred Stock for Account of the Company. The shares of Preferred Stock are being acquired for the account of the Company for investment purposes only, and are not being purchased with a view to or for the resale or distribution thereof, and the Company has no contract, undertaking, agreement or arrangement with, and has no present plan to enter into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Preferred Stock or any portion thereof. 5.2 Preferred Stock Not Registered Under Securities Laws. The Company understands that the Preferred Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), nor qualified under the securities laws of any state in reliance upon exemptions from the registration and qualification requirements of such statutes. 5.3 Legend on Preferred Shares. The Company has been informed and understands and agrees that the certificates representing the Preferred Stock shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT." THE SHARES REPRESENTED HEREBY AND THE VOTING THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN A VOTING AGREEMENT AMONG THE HOLDER (OR THE PREDECESSOR IN INTEREST TO THE SHARES), THE COMPANY AND CERTAIN OTHER STOCKHOLDERS OF THE COMPANY. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF THE VOTING AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A CO-SALE AND FIRST REFUSAL AGREEMENT AMONG THE HOLDER (OR THE PREDECESSOR IN INTEREST TO THE SHARES), THE CORPORATION AND CERTAIN OTHER STOCKHOLDERS OF THE CORPORATION. THE CORPORATION -4- WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. 5.4 Financial Ability of the Company. The Company (a) has the financial ability to bear the economic risk of its investment in the Preferred Stock (including the possible loss of the entire amount thereof), (b) has adequate means for providing for its current and future needs and personal contingencies notwithstanding (i) the Company's investment in the Preferred Stock, (ii) the unavailability of any tax, financial or other benefits from the Company's investment in or ownership of the Preferred Stock, or (iii) the complete loss of the Company's entire investment in the Preferred Stock, and (c) has no need for liquidity with respect to its investment in the Preferred Stock. 5.5 Investor Sophistication. The Company has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Preferred Stock and has obtained sufficient information from PurchasePooling.com, Inc. to enable it to evaluate the risks of an investment in the Preferred Stock. 5.6 Offer Communicated Directly. The offer to sell the Preferred Stock was directly communicated to the Company by Investor by means of this Agreement. At no time was the Company presented with, or solicited by or through, any leaflet, public promotional meeting, television advertisement or any other form of general advertising. 5.7 Representations Not Conflicting. Neither PurchasePooling.com, Inc., Investor nor any person acting on behalf of either of them has made any statement, assertion, representation, warranty or other communication to the Company that was contrary to any provisions of this Agreement. 5.8 Receipt of Other Information. The Company has had the opportunity to ask questions of, and receive answers from, PurchasePooling.com, Inc., Investor or its authorized representatives pertaining to an investment in the Preferred Stock. 5.9 Suitability of Investment. The Company has determined that the shares of Preferred Stock are a suitable investment for it and that, at this time, it is able to bear a complete loss of its investment in the Preferred Stock. 5.10 Independent Investment Decision. In making a decision to invest in the Preferred Stock, the Company has relied solely upon independent investigations made by it and is not relying on PurchasePooling.com, Inc., Investor or their respective authorized representatives with respect to tax or other economic considerations involved in an investment in the Preferred Stock. 6. Representations and Warranties of the Company as to this Agreement and to the Shares. The Company hereby represents and warrants to Investor as follows: -5- 6.1 Authority. The Company is duly organized and validly existing and has all requisite power to execute, deliver and perform this Agreement and the transactions contemplated hereby. 6.2 Authorization. The Company has duly authorized the execution, delivery and performance of this Agreement. 6.3 Enforceability. This Agreement has been duly executed and delivered by the Company, and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (i) enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws and general principles of equity affecting creditors' rights generally, in each case as now or hereafter in effect, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. 6.4 Consents. The execution and delivery of this Agreement will not require the Company to (i) obtain or perform any registration, filing, consent or approval under any such law, rule, regulation, judgment, order, writ, decree, permit or license or (ii) consent or approval of any other party to any material agreement of the Company. 6.5 Validly Issued. Upon receipt of the Purchase Payment, the Shares shall be duly authorized, validly issued, fully paid and nonassessable, free and clear of all liens, claims and encumbrances (other than the restrictions on transfer specified herein). 6.6 Litigation. There is no action, suit, claim, proceeding or investigation pending or threatened against the Company, at law or in equity, or before any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, would question Investor's ownership of the Shares or the validity of, or prevent the consummation of, the transaction contemplated by this Agreement. 6.7 Finders. The Company has not directly or indirectly dealt with anyone acting in the capacity of a finder or broker and has not incurred any obligation for any finder's or broker's fee or commission in connection with the transactions contemplated by this Agreement. 7. Registration Rights. Reference is hereby made to that certain Registration Rights Agreement dated June 13, 1997 by and among the Company and certain stockholders of the Company (including Glacier Capital Limited and Summitt Capital Limited, collectively "G&S"), as subsequently amended (the "Registration Rights Agreement"). The Company hereby grants to Investor piggyback or incidental registration rights associated with the Shares (including each partner of Investor upon any distribution of the Shares to such partners) as contemplated by Section 2.2 of the Registration Rights Agreement in connection with any registration rights requested by G&S under the Registration Rights Agreement on the terms specified therein. 8. Right to Participate in Financing. In addition to and not in lieu of the preemptive rights granted to the holder of the Preferred Stock under the Ancillary Agreements, Investor hereby represents and warrants to the Company that it has obtained the agreement of -6- PurchasePooling.com, Inc. to afford the Company a right to acquire up to twenty percent (20%) of the securities issuable by PurchasePooling.com, Inc. in the next round of equity financing contemplated by PurchasePooling.com, Inc., subject to the agreement attached hereto. 9. Reliance on Representations and Warranties. It is understood and agreed that the Company has relied and will rely upon the representations and warranties of Investor contained in this Agreement for purposes of determining whether Investor meets the investor suitability standards imposed under state and federal securities laws and regulations in order to enable the Company to decide whether the offer and sale of the Shares may be made without registration under applicable federal and state securities laws and regulations in reliance upon exemptions provided thereunder. It is understood and agreed that Investor has relied and will rely upon the representations and warranties of the Company contained in this Agreement for purposes of determining whether the Company meets the investor suitability standards imposed under state and federal securities laws and regulations in order to enable Investor to decide whether the offer and sale of the Preferred Stock may be made without registration under applicable federal and state securities laws and regulations in reliance upon exemptions provided thereunder. 10. No Assignment. Neither party may transfer or assign this Agreement or any right, title or interest in, to or under this Agreement without the prior written consent of the other party, and any attempted assignment without such consent shall he void and without effect. 11. Governing Law. This Agreement shall be governed by and controlled in accordance with the laws substantive of the State of Texas without regard to conflict of law provisions. 12. Headings. The headings of the sections of this Agreement are for reference only and shall not limit or otherwise affect the interpretation or effect of any term or provision. 13. Binding Agreement. Except as expressly set forth to the contrary, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. 14. Indemnification. (a) Investor acknowledges its understanding of the representations, warranties and covenants set forth herein and that the Company relied upon such representations, covenants and warranties and Investor agrees to indemnify, defend and save harmless the Company, its directors, officers, agents, and employees, and each of them, from and against any and all loss, liability, claim, damage, and expense (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever), arising out of or based upon any false representation or warranty or breach or failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with Investor's investment in the Shares. (b) The Company acknowledges its understanding of the representations, warranties and covenants set forth herein and that Investor relied upon such -7- representations, covenants and warranties and Investor agrees to indemnify, defend and save harmless Investor, its partners, managers, agents, and employees, and each of them, from and against any and all loss, liability, claim, damage, and expense (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever), arising out of or based upon any false representation or warranty or breach or failure by the Company to comply with any covenant or agreement made by the Company herein or in any other document furnished by the Company to any of the foregoing in connection with the Company's investment in the Preferred Stock. 15. Survival of Terms. All representations, warranties, acknowledgments and agreements contained herein shall survive the closing of this Agreement. (signature page follows) -9- PURCHASE POOLING INVESTMENT FUND, a Texas general partnership By: HW Capital, LP, its Investment Manager By: HW Capital GP LLC, its general partner By: /s/ J. Keith Benedict ------------------------ Name: J. Keith Benedict ------------------------ Title: Vice President ---------------------- EDGE TECHNOLOGY GROUP, INC. (formerly known as Visual Edge Systems, Inc.) By: /s/ Pierre Koshakji ------------------------------------ Name: Pierre Koshakji ---------------------------------- Title: Chief Executive Officer --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----