-----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, QbZKU8abaixzslKDsGoVJteTZYaCs/gYlCEvUUQ+64AZet7O6vZPRxwjjNsrAX+V gmV3FNxVm1Xp+ggfY7Q3AA== 0000909143-02-000082.txt : 20020416 0000909143-02-000082.hdr.sgml : 20020416 ACCESSION NUMBER: 0000909143-02-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020411 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49607 FILM NUMBER: 02608263 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 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 infinity13d11.txt AMENDMENT NO. 11 TO STATEMENT ON SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* EDGE TECHNOLOGY GROUP, INC. ================================================================= (Name of Issuer) Common Stock, par value $.01 per share ================================================================= (Title of Class of Securities) 279869 10 1 ================================================================ (CUSIP Number) James A. Loughran Director, Infinity Investors Limited Hunkins Waterfront Plaza, Main Street P.O. Box 556 Charlestown, Nevis West Indies 011-44-207-355-2051 (from the U.S.) ================================================================ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 2002 ================================================================= (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 Schedule 13D/A Page 2 of 9 (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) [ ] (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 7,327,786[FN-1] Owned by Each Power Reporting Person (9) Sole Dispositive 0 Power with: (10) Shared Dispositive 7,327,786 Power (11) Aggregate Amount Beneficially Owned 7,327,786 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 43.4% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO - ----------------------- FN-1 All ownership percentages identified in this Amendment No. 11 to Statement on Schedule 13D are based on 16,885,776 shares of common stock outstanding as of April 1, 2002, based upon information provided by the Issuer. CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 3 of 9 Introductory Statement This Amendment No.11 to Statement on Schedule 13D further amends and restates in its entirety the Schedule 13D, as previously amended ("Schedule 13D"), originally filed jointly by Infinity Emerging Holdings Subsidiary Limited ("IEHSL"), Glacier Capital Limited ("Glacier"), PurchasePooling Investment Fund ("PurchasePooling"), Summit Capital Limited ("Summit") and Catalyst Master Fund, L.P. ("Catalyst") with respect to the securities of Edge Technology Group, Inc., a Delaware corporation formerly known as Visual Edge Systems, Inc. ("Issuer"). As noted in Amendment No. 9 to the Schedule 13D, Infinity Investors Limited is the sole remaining group member holdings shares of the Issuer. ITEM 1. Security and Issuer. This Statement relates to the ownership of common stock, par value $0.01 per share ("Common Stock"), of Edge Technology Group, Inc., a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 6611 Hillcrest, #223, Dallas, Texas 75205. 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" or the "Reporting Person") Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): HW Partners, L.P. ("HW Partners"), HW Finance, L.L.C. ("HW Finance"), 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) The Reporting Person is a Nevis, West Indies Corporation and its principal address, which also serves as its principal office, is Hunkins Waterfront Plaza, Main Street, P.O. Box 556, Charlestown, Nevis, West Indies. The principal business of the Reporting Person is the purchase, sale, exchange, acquisition and holding of investment securities. The name, business address, principal occupation or employment and citizenship of each officer and director of the Reporting Person are set forth on attached Schedule A, which is incorporated herein by reference. HW Partners is a Texas limited partnership, the principal business activity of which is acting as advisor to Infinity and activities related thereto. The principal business address of HW Partners is 300 Crescent Court, Suite 1760, Dallas, Texas 75201. CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 4 of 9 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. Mr. Wissman is the sole Manager of HW Finance. The principal business address of Mr. Wissman and HW Finance is 300 Crescent Court, Suite 1760, Dallas, Texas 75201. The principal occupation of Mr. Wissman is financial management. (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) HW Partners is a Texas limited partnership. HW Finance is a Delaware limited liability company. Mr. Wissman is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration. The Reporting Person directly owns 7,327,786 shares of the Issuer's Common Stock (the "Shares"). As noted in prior amendments of this Statement on Schedule 13D, the Reporting Person originally acquired an aggregate of 6,869,854 of the Shares upon the issuance and subsequent conversion of certain notes of the Issuer and shares of the Issuer's Series A-2 Convertible Preferred Stock ("Series A-2 Stock") payable to or held by, as applicable, the Reporting Person. A complete detailed discussion of the Reporting Person's acquisition of such 6,869,854 shares of Common Stock is contained in Amendment No. 3 to this Statement on Schedule 13D, which was filed by the Reporting Person on or about September 15, 2000. An additional 60,295 of the Shares were subsequently issued due to a recalculation by the Issuer of the accrued interest and dividends on the shares of Series A-2 Stock held by the Reporting Person prior to the conversion of such shares of Series A-2 Stock, which conversion occurred on or about September 1, 2000. On or about October 23, 2000, the Reporting Person sold an aggregate of 6,869,854 shares of Common Stock to Global Technology Value Partners Limited ("Global") for an aggregate purchase price of $5,500,000, or approximately $0.80 per share. The sale of the shares to Global was reported on Amendment No. 4 to this Statement on Schedule 13D, filed on or about November 2, 2000. Pursuant to the Letter Agreement governing the terms of the sale to Global, Global pledged the 6,869,854 shares of Common Stock to the Reporting Person to secure its obligation to remit the purchase price for such shares to the Reporting Person. Global failed to remit the purchase price, when due, for the 6,869,854 shares of Common Stock and the Reporting Person reacquired the 6,869,854 shares of Common Stock pursuant to the terms of a Stock Transfer In Lieu of Foreclosure Agreement, dated December 23, 2001, between Global and the Reporting Person. The reacquisition of the 6,869,854 shares of Common Stock by the Reporting Person was previously reported in Amendment No. 9 to this Statement on Schedule 13D. CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 5 of 9 On or about April 1, 2002, the Reporting Person and the Issuer entered into a Letter Agreement pursuant to which the Reporting Person accepted the balance of the Shares (397,637 shares of Common Stock) in full and complete satisfaction of a promissory note payable by the Issuer to the Reporting Person (the "Promissory Note"). The outstanding principal of the Promissory Note plus and accrued, but unpaid, interest thereon as of April 1, 2002, was approximately $258,464. The advances to the Issuer represented by the principal amount of the Promissory Note was originally funded by the Reporting Person out of its working capital. All of the Shares were directly or indirectly (upon conversion of convertible instruments issued by the Issuer) funded out of the working capital of the Reporting Person. ITEM 4. Purpose of Transaction. The Reporting Person acquired beneficial ownership of the Shares for investment purposes. The Reporting Person intends to continuously review its investment in 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 it, (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) a change in the board of directors or management of the Issuer, including 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) material changes in the present capitalization or dividend policy of the Issuer; (f) other material changes 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 Person also reserves the right to take other actions to influence the management of the Issuer should it deems appropriate. ITEM 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 7,327,786 shares of the Issuer's Common Stock, representing approximately 43.4% of the issued and outstanding Common Stock of the Issuer. Each of HW Partners, as advisor to the Reporting Person, and HW Finance, as general partner of HW Partners may be deemed to be the beneficial owners of the Shares pursuant to Rule 13d-3 of the Act. In his capacity as a controlling person of HW Finance, Mr. Wissman may also be deemed to be the beneficial owner of the Shares. (b) The Reporting Person shares the power to vote or direct the vote and to dispose or to direct the disposition of the Shares with its advisor, HW Partners. CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 6 of 9 Acting through its sole general partner HW Finance, HW Partners shares the power to vote or direct the vote and to dispose or direct the disposition of the Shares. In his capacity as a controlling person of HW Finance, Mr. Wissman shares the power to vote or direct the vote and to dispose or direct the disposition of the Shares. (c) On or about April 1, 2002, the Reporting Person acquired an aggregate of 397,637 shares of Common Stock from the Issuer in accordance with the terms of a Letter Agreement dated as of April 1, 2002, pursuant to which the Reporting Person accepted such shares of Common Stock in full and complete satisfaction of the Promissory Note as described in Item 3 above. (d) Not Applicable. (e) Not Applicable. ITEM 6. Contracts, Arrangements, or Understandings or Relationships with Respect to Securities of the Issuer. None. ITEM 7. Material to be Filed as Exhibits. EXHIBIT NO. TITLE OF EXHIBIT - ------------ -------------------------------------------------- 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). CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 7 of 9 EXHIBIT NO. TITLE OF EXHIBIT - ------------ -------------------------------------------------- 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.) (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 Original Statement on Schedule 13D, filed on or about August 2, 1999). 99.9 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). 99.10 Letter Agreement, dated as of October 23, 2000, among Infinity Investors Limited, Global Technology Value Partners Limited and the Issuer. (Previously filed as Exhibit 99.12 to Amendment No. 4 to this Statement on Schedule 13D, filed on or about November 2, 2000) 99.11 Pledge Agreement, dated as of October 23, 2000, between among Infinity Investors Limited and Global Technology Value Partners Limited. (Previously filed as Exhibit 99.13 to Amendment No. 4 to this Statement on Schedule 13D, filed on or about November 2, 2000) CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 8 of 9 EXHIBIT NO. TITLE OF EXHIBIT - ------------ -------------------------------------------------- 99.13 Stock Transfer In Lieu of Foreclosure Agreement, dated as of December 23, 2001, between Infinity Investors Limited and Global Technology Value Partners Limited. (filed herewith) 99.14 Letter Agreement, dated April 1, 2002, between Infinity Investors Limited and Edge Technology Group, Inc. (filed herewith) [Signature Page Follows] CUSIP NUMBER 279869 10 1 Schedule 13D/A Page 9 of 9 After reasonable inquiry, and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 11 to Statement on Schedule 13D is true, complete and correct. Date: April 11, 2002. INFINITY INVESTORS LIMITED By: /s/ JAMES A. LOUGHRAN ------------------------------- Name: James A. Loughran Title: Director Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). 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 Name and Citizenship Occupation Position or or with Place of Organization Business Employment Reporting Person - ---------------------- ------------------ ----------- ---------------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 37 Shephard Street Accountant Director (British) London, England W1Y 7LH Margareta Hedstrom 38 Hertford Street President and (Swedish) London, England Treasurer W1Y 7TG Cofides S.A. 38 Hertford Street Financial Vice President (Nevis, West Indies) London, England Services W1Y 7TG SECORP Ltd. 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England Services W1Y 7TG INDEX TO EXHIBITS EXHIBIT NO. TITLE OF EXHIBIT - ------------ -------------------------------------------------- 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.) (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 Original Statement on Schedule 13D, filed on or about August 2, 1999). 99.9 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). 99.10 Letter Agreement, dated as of October 23, 2000, among Infinity Investors Limited, Global Technology Value Partners Limited and the Issuer. (Previously filed as Exhibit 99.12 to Amendment No. 4 to this Statement on Schedule 13D, filed on or about November 2, 2000) 99.11 Pledge Agreement, dated as of October 23, 2000, between among Infinity Investors Limited and Global Technology Value Partners Limited. (Previously filed as Exhibit 99.13 to Amendment No. 4 to this Statement on Schedule 13D, filed on or about November 2, 2000) 99.13 Stock Transfer In Lieu of Foreclosure Agreement, dated as of December 23, 2001, between Infinity Investors Limited and Global Technology Value Partners Limited. (filed herewith) 99.14 Letter Agreement, dated April 1, 2002, between Infinity Investors Limited and Edge Technology Group, Inc. (filed herewith) EX-99.13 3 ex9913.txt STOCK TRANSFER IN LIEU OF FORECLOSURE AGREEMENT STOCK TRANSFER IN LIEU OF FORECLOSURE AGREEMENT BETWEEN GLOBAL TECHNOLOGY VALUE PARTNERS LIMITED, AS TRANSFEROR AND INFINITY INVESTORS LIMITED, AS TRANSFEREE December 23, 2001 STOCK TRANSFER IN LIEU OF FORECLOSURE AGREEMENT THIS STOCK TRANSFER IN LIEU OF FORECLOSURE AGREEMENT ("Agreement") has been made and entered into as of this [23rd] day of December, 2001, between INFINITY INVESTORS LIMITED, a Nevis, West Indies corporation ("Transferee" or "Infinity"), and GLOBAL TECHNOLOGY VALUE PARTNERS LIMITED, a British Virgin Islands company (the "Transferor" or "Global"). R E C I T A L S: A. Pursuant to that certain Letter Agreement dated October 23, 2000 between Infinity and Global (the "Letter Agreement"), Global acquired from Infinity 6,869,854 shares of common stock of Edge, which also constitutes the Transferred Shares. The aggregate purchase price for the shares acquired thereunder was $5,500,000, or approximately $0.80 per share (the "Purchase Price"), originally payable on or before June 30, 2001. The obligation to pay the Purchase Price was with full recourse but without interest. Global's obligation to pay the Purchase Price is secured by a pledge of the shares granted pursuant a Pledge Agreement, dated as of October 23, 2000, between Infinity and Global. In connection with the Pledge Agreement, Global executed an undated Stock Power in favor of Infinity. B. By letter agreement dated June 21, 2001, Infinity and Global agreed to extend the payment date for the Purchase Price from June 30, 2001 to November 30, 2001 in consideration of the payment of interest at the rate of 6% per annum on the unpaid balance of the Purchase Price from and after July 1, 2001. C. Infinity and Global have been in discussions over the past several months and have been unable to reach an acceptable agreement with respect to extending the payment date or restructuring of the debt. Global does not have the ability to pay the note, which is now due and payable. D. In order to avoid the costs of litigation and the associated diversion of energy and manpower, Infinity and Global have agreed that Global will transfer the Transferred Stock to Infinity in lieu of foreclosure in exchange for cancellation of the debt and a release from the associated transaction documents. E. The parties hereto desire to effect a stock transfer (the "Stock Transfer") pursuant to which Transferee will acquire from the Transferor an aggregate of 6,869,854 shares (the "Transferred Shares") of the common stock of Edge Technology Group, Inc., a Delaware corporation ("Edge"), par value $.001 per share (the "Edge Stock"), for the consideration set forth herein. F. Pursuant to the Stock Transfer, the Transferor will transfer, and Transferee will acquire, the Transferred Shares. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties hereto agree as follows and do thereby adopt this Agreement. ARTICLE I. DEFINITIONS The terms defined in this Article (except as otherwise expressly provided in this Agreement) for all purposes of this Agreement shall have the respective meanings specified in this Article. "Affiliate" shall mean any entity controlling or controlled by another person, under common control with another person, or controlled by any entity which controls such person. "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in the Agreement, and all amendments and supplements, if any, to this Agreement. -1- "Closing" shall mean the closing of the Transaction at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time. "Closing Date" shall mean the date of this Agreement, or such other date as agreed in writing to by the parties on which the Closing occurs. "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement. "Code" shall mean the Internal Revenue of 1986, or any successor law, and regulations issued by the Internal Revenue Service pursuant to the Internal Revenue Code or any successor law. "Encumbrance" shall mean any charge, claim, encumbrance, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting (in the case of any security), transfer, receipt of income, or exercise of any other attribute of ownership other than (a) liens for taxes not yet due and payable, or (b) liens that secure the ownership interests of lessors of equipment. "SEC" shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended. "Transaction" shall mean the Stock Transfer and releases contemplated by this Agreement. ARTICLE II. THE TRANSACTION 2.1 Stock Transfer. The Transferor hereby agrees to transfer and deliver to Transferee, and Transferee hereby agrees to accept, the Transferred Shares, in consideration of the release from liability granted below. Further, the Transferor hereby instructs Transferee (directly or through Arter & Hadden LLP, Transferee's legal counsel) to date the Stock Power as of the date hereof, and to submit the Stock Power along with the executed version of the letter attached hereto as Exhibit A (described below) to effect the transfer of the Transferred Shares to Transferee. 2.2 Securities Law Matters. 2.2.1 Private Transaction. Transferee understands that the Transferred Shares will not be registered under the Securities Act, but will be transferred in reliance upon exemptions available for resales by Affiliates in private transactions. The Certificate of Edge Stock registered in the name of the Transferee pursuant to terms of this Agreement shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION. -2- ARTICLE III. REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to Transferee that: 3.1.1 Ownership of Transferred Shares. Neither Edge nor the Transferor is a party to any agreement, voting trust, proxy or other agreement or understanding of any character, whether written or oral, with any other stockholders of Edge with respect to or concerning the purchase, sale or transfer or voting of the Transferred Shares. 3.1.2 No Encumbrance. The Transferor is the sole beneficial and record holder of the Transferred Shares. The Transferor holds the Transferred Shares free and clear of any Encumbrance of any kind whatsoever. 3.1.3 No Brokerage. No broker or finder has rendered services to Transferor in connection with the Transaction. ARTICLE IV. RELEASE 4.1. Release by Transferee. In consideration of the Transferred Shares, the covenants contained herein and other good and valuable consideration, Infinity hereby accepts the Transferred Shares as payment in full of all obligations under the Letter Agreement, as amended, and hereby releases, discharges and acquits Global from all liabilities and amounts payable pursuant to the Letter Agreement, as amended, and the Pledge Agreement. 4.2. Release by Transferor. In consideration of the covenants contained herein and other good and valuable consideration, Global hereby releases, discharges and acquits Infinity from all liabilities in connection with the Letter Agreement, as amended, and the Pledge Agreement. ARTICLE V. CLOSING DELIVERIES 5.1. The Closing. The Closing shall take place on the date of this Agreement (unless such date is extended by the mutual agreement of the parties). 5.2. Deliveries by Transferor. The Transferor hereby agrees to deliver, or cause to be delivered, to Transferee, (i) a letter executed by Transferor to the Edge transfer agent directing the transfer agent to transfer the Transferred Shares to Transferee, in the form attached hereto as Exhibit A; and (ii) a dated Stock Power transferring the Transferred Shares to Infinity. ARTICLE VI SURVIVAL OF REPRESENTATIONS 6.1 Representations to Survive Closing. The representations and warranties of the Transferor contained herein shall survive the Closing of the Transaction for a period of one year following the Closing. Each party acknowledges and agrees that, except as expressly set forth in this Agreement or any Closing Document, no party has made (and no party is relying on) any representation or warranties of any nature, express or implied, regarding any or relating to any of the transactions contemplated by this Agreement. -3- ARTICLE VII. MISCELLANEOUS 7.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed delivered if delivered by hand, by overnight delivery, by courier or mailed by certified or registered mail, postage prepaid, addressed as follows: If to the Transferor: Global Technology Value Partners Limited Lister House 35 The Parade St. Helier, Jersey JE2 3QQ Attention: Benjamin Warner If to Transferee: Infinity Investors Limited Hunkins Waterfront Plaza Main Street P.O. Box 556 Charlestown, Nevis, West Indies Attention: James Loughran 7.2. Assignability and Parties in Interest. This Agreement shall not be assignable by any of the parties hereto without the consent of all other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. Nothing in this Agreement is intended to confer, expressly or by implication, upon any other person any rights or remedies under or by reason of this Agreement. 7.3. Expenses. Each party shall, except as otherwise specifically provided herein in any Exhibit hereto, bear its own expenses and costs, including the fees of any attorney retained by it, incurred in connection with the preparation of the Closing Documents and consummation of the Transaction. Arter & Hadden LLP shall draft the required SEC filings in connection with the transactions contemplated hereby, as well as Exhibit A. The parties hereto agree that Arter & Hadden LLP shall represent Transferee only and Arter & Hadden's legal fees and expenses shall be charged to Transferee. 7.4. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Nevis, West Indies. 7.5. Counterparts. This Agreement may be executed as of the same effective date in one or more counterparts, each of which shall be deemed an original. 7.6. Headings. The headings and subheadings contained in this Agreement are included solely for ease of reference, and are not intended to give a full description of the contents of any particular Section and shall not be given any weight whatever in interpreting any provision of this Agreement. 7.7. Pronouns, Etc. Use of male, female and neuter pronouns in the singular or plural shall be understood to include each of the other pronouns as the context requires. The word "and" includes the word "or". The word "or" is disjunctive but not necessarily exclusive. -4- 7.8. Complete Agreement. This Agreement, the Appendices hereto, and the documents delivered pursuant hereto or referred to herein or therein contain the entire agreement between the parties with respect to the Transaction and, except as provided herein, supersede all previous negotiations, commitments and writings. 7.9. Modifications, Amendments and Waivers. This Agreement shall not be modified or amended except by a writing signed by each of the parties hereto. 7.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner adverse to any party hereto. Upon any such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in any acceptable manner to the end that the Transaction are consummated to the extent possible. [signature page follows] -6- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. INFINITY INVESTORS LIMITED By: /s/ JAMES A. LOUGHRAN ------------------------------- Name: James A. Loughran Title: Director GLOBAL TECHNOLOGY VALUE PARTNERS LIMITED By: /s/ BENJAMIN R.N. WARNER -------------------------------- Name: Benjamin R. N. Warner Title: Director -6- EX-99.14 4 ex9914.txt LETTER AGREEMENT DATED APRIL 1, 2002 INFINITY INVESTORS LIMITED April 1, 2002 Edge Technology Group, Inc. Re: Proposed conversion of Promissory Note held by Infinity Investors Limited ("IIL") in the principal amount of $219,000 (the "Note") issued by Edge Technology Group, Inc. ("Company") into 397,637 shares of common stock, par value $0.01 (the "Shares") of the Company Board of Directors: IIL proposes to convert its Note, the approximate outstanding principal and interest of which is approximately $258,464.03, into 397,637 Shares (a rate of $0.65 per share). Such Shares are being issued to and acquired by IIL under the conditions and upon the representations contained in this letter agreement (the "Letter Agreement"). The Company hereby issues and delivers to IIL, and IIL hereby accepts from the Company 397,637 Shares of the Company in consideration for the cancellation of the Company's obligations under the Note, including its obligation to pay IIL approximately $258,464.03 (all of the principal and interest owing thereunder). ILL shall cancel and deliver the Note on the date that the stock certificates representing the Shares have been issued to IIL. IIL hereby represents and warrant to the Company that: (a) The Shares will be held by IIL subject to all applicable provisions of the federal and state securities laws and the rules and regulations of the Securities and Exchange Commission. (b) IIL understands that ownership of the Shares involves substantial risk. IIL acknowledges that IIL has evaluated such risk and has determined that the Shares are a suitable investment. IIL considers itself sophisticated in financial and business matters and is capable of evaluating the merits and risks of an investment of this type and of protecting its own interests in connection with this transaction. (c) IIL understands that the Shares shall bear a restrictive legend which prohibits the holder from freely transferring the Shares and that the Shares will only be transferable if an exemption from the securities laws is available for such transfer. (d) IIL represents that it is an "accredited investor" as such term is defined in Rule 501(a) of the Act, because of Section (a)(8) which states that an "accredited investor" includes "an entity in which all of the equity owners are accredited investors." (e) IIL understands that the Company is relying on the accuracy of the representations made herein and, but for the existence of this letter, the Company would not issue the Shares. (f) IIL or its representatives have been provided access to business and financial information regarding the Company and have had the opportunity to discuss such information with its advisors to enable IIL to make an informed investment decision regarding the conversion of the Note into the Shares. Miscellaneous (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. (b) This Agreement represents the entire agreement between the parties with respect to the transaction described herein and, except as provided herein, supersedes all previous negotiations, commitments and writings with respect to such transaction. (c) The Company's obligations and agreements contained herein are subject to the Company's receipt of the Waiver attached hereto as Exhibit A executed by all parties thereto. Dated April 1, 2002 INFINITY INVESTORS LIMITED By: /s/ JAMES E. MARTIN ------------------------------- Name: James E. Martin Title: Director ACKNOWLEDGED AND AGREED: EDGE TECHNOLOGY GROUP, INC. By: /s/ DAVID N. PILOTTE -------------------------------- Name: David N. Pilotte Title: Executive Vice President/ Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----