-----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, VJd37ze6/1rX14HNFqBSKvVry0haORA/NQnp29I1flWY+ihprJhiU0sRLXzwlgpB j5jua4GuH2rhLIcm/1jc+Q== 0000909143-02-000016.txt : 20020413 0000909143-02-000016.hdr.sgml : 20020413 ACCESSION NUMBER: 0000909143-02-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020107 GROUP MEMBERS: GLACIER CAPITAL LIMITED GROUP MEMBERS: SANDERA PARTNERS, L.P. GROUP MEMBERS: SUMMIT CAPITAL LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERA PARTNERS L P CENTRAL INDEX KEY: 0001057508 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1601 ELM STREET 4000 THANKSGIVING TOWER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147201608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGE TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49607 FILM NUMBER: 2503303 BUSINESS ADDRESS: STREET 1: 6611 HILLCREST AVENUE STREET 2: #223 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 214.999.2245 MAIL ADDRESS: STREET 1: 6611 HILLCREST AVENUE STREET 2: #223 CITY: DALLAS STATE: TX ZIP: 75205 FORMER COMPANY: FORMER CONFORMED NAME: VISUAL EDGE SYSTEMS INC DATE OF NAME CHANGE: 19960604 SC 13D 1 edge13d.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* EDGE TECHNOLOGY GROUP, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) ================================================================= 279869 10 1 (CUSIP Number) ================================================================= Barrett Wissman HW Partners, L.P. 1601 Elm Street, Suite 4000 Dallas, TX 75201 (214) 720-1600 ================================================================= (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 2001 ================================================================= (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). CUSIP NUMBER 279869 10 1 13D Page 2 of 13 (1) Name of Reporting Persons Sandera Partners,L.P. 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) 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 3,060,357 Power Beneficially (8) Shared Voting 0 Owned by Each Power Reporting Person (9) Sole Dispositive 3,060,357 Power with: (10) Shared Dispositive 0 Power (11) Aggregate Amount Beneficially Owned 3,060,357 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 18.7%(1) Amount in Row (11) (14) Type of Reporting Person (see instructions) PN (1) All ownership percentages identified in this Amendment No. 8 to Statement on Schedule 13D/A are based on 16,385,143 shares of common stock outstanding at August 15, 2001, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. CUSIP NUMBER 279869 10 1 13D Page 3 of 13 (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 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 7.0% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 279869 10 1 13D Page 4 of 13 (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 7.0% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 279869 10 1 13D Page 5 of 13 ITEM 1. Security and Issuer. This statement relates to the ownership of common stock, $.0l 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 6611 Hillcrest Avenue, No. 223, Dallas, Texas 75205. ITEM 2. Identity and Background. (a) This Statement is filed by Sandera Partners, L.P., a Texas limited partnership, Glacier Capital Limited ("Glacier"), and Summit Capital Limited ("Summit") (collectively, the "Reporting Persons"). Pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Sandera Capital Management, L.P., ("SCM"), Sandera Capital, L.L.C. ("Capital"), 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"), Randall Fojtasek ("Fojtasek"), Clark K. Hunt ("Hunt"), and Barrett Wissman ("Wissman"). The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." (b) and (c) REPORTING PERSON Sandera is a Texas limited partnership. The principal address of Sandera, which also serves as its principal office, is 1601 Elm Street, Suite 4000, Dallas, TX 75201. Glacier and Summit 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. 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 employment and citizenship of each officer of the Reporting Person are set forth on Schedule A attached hereto and 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, TX 75201. Sandera: SCM is a Texas limited partnership, the principal business of which is serving as the general partner of Sandera and activities related thereto. CUSIP NUMBER 279869 10 1 13D Page 6 of 13 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 of Capital and its principal officers. John Wagner ("Wagner"), J. Keith Benedict ("Benedict") and Thomas J. Fowler ("Fowler") also serve as officers of Capital. The principal occupation of Hunt and Wissman is financial management. The principal occupation of Wagner is as a business executive, while Benedict and Fowler are practicing attorneys. HW Capital owns 100% of Capital. HW Capital is a Texas limited partnership, the principal business of which is acting as an advisor to investment funds 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. Wagner, Benedict and Fowler also serve as officers of Capital. Glacier: ------- Glacier is 100% owned by Lion. The directors of Glacier are James A. Loughran and Cofides S.A. and the President is James E. Martin. 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 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 and the President is James E. Martin. 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. CUSIP NUMBER 279869 10 1 13D Page 7 of 13 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 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. (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) Messrs. Hunt, Wissman, Wagner, Benedict and Fowler are each a citizen of the United States. ITEM 3. Source and Amount of Funds or Other Consideration. Sandera: - ------- Sandera is the beneficial owner of 3,060,357 shares of the Issuer's Common Stock (the "Shares"), 2,380,357 of which are held directly and 680,000 of which are held indirectly, as described below. Shares Held Directly (2,380,357 shares) Shares held directly by Sandera consist of 2,380,357 Shares which were acquired in a distribution from PurchasePooling Investment Fund through Catalyst Master Fund, L.P., a Cayman Islands exempted limited partnership ("Catalyst"), of which Sandera was the sole limited partner. The Shares were distributed to Sandera by Catalyst in redemption of Sandera's limited partnership interest in Catalyst. Shares Issuable Upon Conversion of Debt (680,000 shares) --------------------------------------- Pursuant to a letter agreement dated April 16, 2001 (the "Loan Agreement"), Catalyst agreed to make advances of up to $1,500,000 in the aggregate to the Issuer and the Issuer issued to Catalyst a convertible promissory note, dated April 16, 2001, in the stated principal amount of $2,120,000 (the "Catalyst Note"). The Catalyst Note bears interest at the rate of 8% per annum and matures on March 31, 2002 and was assigned to Sandera effective December 28, 2001. All CUSIP NUMBER 279869 10 1 13D Page 8 of 13 or any portion of the principal balance of Catalyst Note is convertible, at the option of the holder and at any time, into Common Stock of the Issuer at an initial conversion price of $1.50 per share. As of December 28, 2001, an aggregate of $1,020,000 has been advanced under the Catalyst Note. The source of funds for the advances to the Issuer under the Note was the working capital of Catalyst. Pursuant to Rule 13d-3(d)(1)(i), Sandera is deemed to be the beneficial owner of 680,000 shares of the Issuer. Glacier and Summit: - ------------------ The funds needed to acquire the shares beneficially owned by Glacier and Summit were derived from their working capital accounts as originally reported by Glacier and Summit on Schedule 13D dated and filed August 2, 1999, the disclosure of which is incorporated herein by reference. ITEM 4. Purpose of Transaction. The Reporting Persons acquired beneficial ownership of the Securities for the purpose of investment. The Reporting Persons 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, 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) Aggregate Number and Percentage of Securities. The Reporting Persons are the beneficial owner of the shares as set forth on the cover pages above. Each of the Control Persons, as a result of their respective relationship to the Reporting Persons, may also be deemed to be the beneficial owner of the Shares; however, each of the Control Persons expressly disclaims beneficial ownership thereof. (b) Power to Vote and Dispose. The Reporting Persons have voting and dispositive power over the shares as identified in response to Item 5(a) above. CUSIP NUMBER 279869 10 1 13D Page 9 of 13 In addition, SCM, as the general partner of Sandera, Capital, as the general partner of SCM, Hunt and Wissman as the Managers (and, as applicable, the executive officers) of Capital, HW Capital, as the 100% owner of Capital, HW Capital LLC, as the general partner of HW Capital, and Hunt and Wissman, as the Managers of HW Capital LLC, would have the sole power to vote or to limit the vote and to dispose or to direct the disposition of the Common Stock held by the Reporting Persons, although each of the foregoing expressly disclaims beneficial ownership thereof. (c) Transactions Within the Past 60 Days. Except as noted herein, the Reporting Persons have not effected any other transactions in the Issuer's securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof. (d) Certain Rights of Other Persons. Not applicable. ------------------------------- (e) Date Ceased to be a 5% Owner. Not applicable. ---------------------------- ITEM 6. Contracts, Arrangements, or Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Loan Agreement, Catalyst agreed to make advances of up to $1,500,000 in the aggregate to the Issuer and the Issuer issued to Catalyst the Catalyst Note, which was assigned to Sandera effective December 28, 2001. All or any portion of the principal balance of Catalyst Note is convertible, at the option of the holder and at any time, into Common Stock of the Issuer at an initial conversion price of $1.50 per share. As of December 28, 2001, an aggregate of $1,020,000 has been advanced under the Catalyst Note. The foregoing response is qualified in its entirety by reference to the Catalyst Note and the Security Agreement, copies of which are filed as Exhibits 99.15 and 99.16, respectively, to Amendment No. 5 to Schedule 13D filed by Catalyst on December 26, 2000 and incorporated into this response by reference. ITEM 7. Material to be Filed as Exhibits. EXHIBIT NO. TITLE OF EXHIBIT - ----------- ---------------- A Agreement regarding filing of Schedule 13D. (Signature Page Follows) CUSIP NUMBER 279869 10 1 13D Page 10 of 13 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: December 28, 2001. SANDERA PARTNERS, L.P. By: Sandera Capital Management, L.P., its sole general partner By: Sandera Capital, L.L.C., its sole general partner By: /s/ J. Keith Benedict ---------------------------- Name: J. Keith Benedict, its Vice President GLACIER CAPITAL LIMITED By: /s/ James E. Martin ----------------------------- James E. Martin, President SUMMIT CAPITAL LIMITED By: /s/ James E. Martin ------------------------------ James E. Martin, President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. section 1001). CUSIP NUMBER 279869 10 1 13D Page 11 of 13 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 executive officer of Sandera Partners, L.P. Present Principal Name and Citizenship Occupation or Business or Place of Organization Address Employment Position - --------------------- -------- ---------- -------- Clark K. Hunt, USA 1601 Elm Investment Manager and Street Advisor President Suite 4000 Dallas, Texas 75201 Barrett Wissman, USA 1601 Elm Investment Manager and Street Advisor Vice Suite 4000 President Dallas, Texas 75201 John Wagner, USA 1601 Elm Business Vice Street Executive President Suite 4000 Dallas, Texas 75201 Keith Benedict, USA 1601 Elm Attorney Vice Street President Suite 4000 Dallas, Texas 75201 Thomas J. Fowler, USA 1601 Elm Attorney Vice Street President Suite 4000 and Dallas, Texas Secretary 75201 Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each 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 CUSIP NUMBER 279869 10 1 13D Page 12 of 13 Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each 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 CUSIP NUMBER 279869 10 1 13D Page 13 of 13 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 28th day of December, 2001. SANDERA PARTNERS, L.P. By: Sandera Capital Management, L.P., its sole general partner By: Sandera Capital, L.L.C., its sole general partner By: /s/ J. Keith Benedict ------------------------ Name: J. Keith Benedict, its Vice President GLACIER CAPITAL LIMITED By: /s/James E. Martin ---------------------------- James E. Martin, President SUMMIT CAPITAL LIMITED By: /s/James E. Martin ----------------------------- James E. Martin, President -----END PRIVACY-ENHANCED MESSAGE-----