-----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, WdQvjYwl9xiaabMqoTHkZBXR+zIs1Pk8wYPePwCnYmZS3qxGAOBQy4ki8Zx2rYSn LEvSFlF84aDQpVGx0AuF5A== 0000909143-03-000048.txt : 20030710 0000909143-03-000048.hdr.sgml : 20030710 20030710100545 ACCESSION NUMBER: 0000909143-03-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030710 GROUP MEMBERS: SUMMIT CAPITAL LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERA PARTNERS L P CENTRAL INDEX KEY: 0001057508 FILING VALUES: FORM TYPE: SC 13D/A 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: AXTIVE CORP 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: 03781144 BUSINESS ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 4500 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 214.397.0200 MAIL ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 4500 CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: EDGE TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 20000912 FORMER COMPANY: FORMER CONFORMED NAME: VISUAL EDGE SYSTEMS INC DATE OF NAME CHANGE: 19960604 SC 13D/A 1 sandera13d.txt AMENDMENT NO. 4 TO STATEMENT ON SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* AXTIVE CORPORATION ============================================================ (Name of Issuer) Common Stock, par value $.01 per share ============================================================= (Title of Class of Securities) 05462 R1 00 ============================================================= (CUSIP Number) Victor B. Zanetti, Esq. Arter & Hadden LLP 1717 Main Street, Suite 4100 Dallas, TX 75201 (214) 761-2100 ============================================================= (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2003 ============================================================= (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 05462 R1 00 13D/A Page 2 of 14 (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 (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 Texas, U.S.A. Number of Shares (7) Sole Voting Power 24,880,357(FN-1) Beneficially (8) Shared Voting Power 1,156,679(FN-2) Owned by Each Reporting Person (9) Sole Dispositive Power 24,880,357 with: (10) Shared Dispositive Power 1,156,679(FN-2) (11) Aggregate Amount Beneficially Owned 26,037,036(FN-3) by Each Reporting Person (12) Check if the Aggregate Amount in [ X ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 62.7% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN FN-1 Includes 2,380,357 shares of common stock held directly by Sandera and 22,500,000 shares of common stock issuable upon conversion of the Issuer's Series A Convertible Preferred Stock held by Sandera. Does not include, and Sandera expressly disclaims beneficial ownership of, the securities held by the other parties to the Voting Agreement (as defined below) and nothing herein shall not be construed as an admission that Sandera is the beneficial owner of such securities. FN-2 Represents 1,156,679 shares of common stock held directly by Summit Capital Limited, a wholly owned subsidiary of Sandera Partners, L.P. ("Sandera"). FN-3 The ownership percentage identified with respect to the beneficial ownership by Sandera is based on 41,539,622 shares of Common Stock outstanding (using 19,039,622 shares of Common Stock outstanding as of November 14, 2002, as provided in the Issuer's Form 10-Q for the quarter ended September 30, 2002 ("Form 10-Q"), plus the 22,500,000 shares of Common Stock issuable upon conversion of the Series A Stock held by Sandera). All other percentages identified in this Amendment No. 4 to Statement on Schedule 13D are based on 19,039,622 shares reflected in the Form 10-Q. CUSIP NUMBER 05462 R1 00 13D/A Page 3 of 14 (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 (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 Power 0 Beneficially (8) Shared Voting Power 1,156,679 Owned by Each Reporting Person (9) Sole Dispositive Power 0 with: (10) Shared Dispositive Power 1,156,679 (11) Aggregate Amount Beneficially Owned 1,156,679 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 6.1% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NUMBER 05462 R1 00 13D/A Page 4 of 14 Explanatory Note. This Amendment No. 4 to Statement on Schedule 13D (this "Amendment") amends and restates (except for Item 5(c), which is amended as noted) the Statement on Schedule 13D originally filed on or about January 7, 2002, as previously amended on or about March 26, 2002, April 17, 2002 and February 10, 2003, (the "Original Filing"). To the extent necessary, the Original Filing is hereby incorporated by reference. Further, the Reporting Persons note that the Issuer recently announced approval of a 1-for-10 reverse stock split. The numbers contained in this Amendment reflect the pre-split shares which may be deemed to be beneficially owned by the Reporting Persons. ITEM 1. Security and Issuer. This Statement on Schedule 13D relates to the ownership of common stock, $.0l par value (the "Common Stock"), of Axtive Corporation (formerly Edge Technology Group, Inc.), a Delaware corporation. The principal executive offices of the Issuer are located at 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202. ITEM 2. Identity and Background. (a) This Statement is jointly filed by Sandera Partners, L.P., a Texas limited partnership, 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. ("Sandera Capital"), 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 PERSONS 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. Summit is a Nevis, West Indies corporation with a principal address, which also serves as its principal office, of 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. CUSIP NUMBER 05462 R1 00 13D/A Page 5 of 14 CONTROLLING PERSONS Pursuant to Instruction C to Schedule 13D of the Act, information with respect to the Controlling Persons is set forth below. Other than Clark K. Hunt and Barrett Wissman, 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. The principal address of Hunt and Wissman is P.O. Box 425, Frederiksted, St. Croix, U.S. Virgin Islands 00841. Sandera: ------- SCM is a Texas limited partnership, the principal business of which is serving as the general partner of Sandera and activities related thereto. Sandera is a Texas limited liability company, the principal business of which is serving as the general partner of SCM and activities related thereto. Hunt and Wissman are the Managers of Sandera Capital and its principal officers. John Wagner ("Wagner"), and J. Keith Benedict ("Benedict") also serve as officers of Sandera Capital. The principal occupation of Hunt and Wissman is financial management. The principal occupation of Wagner is as a business executive, while Benedict is a practicing attorney. 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 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 serving 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. (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 and Benedict are each a citizen of the United States. Mr. Loughran is an Irish citizen. Cofides S.A. and SECORP Limited are each formed under the laws of Nevis, West Indies. CUSIP NUMBER 05462 R1 00 13D/A Page 6 of 14 As a result of the Voting Agreement (as defined below) described in Item 4, Sandera together with Global Capital Funding Group, L.P., GCA Strategic Investment Fund Limited and Demand Aggregation Solutions, LLC may be deemed to constitute a "group" pursuant to Rule 13d-5(b) of the Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended. Except for the Voting Agreement (as defined below) and the other agreements identified in Item 6, the Reporting Persons have no affiliation or agreement or other arrangement relating to the Issuer or any securities of the Issuer with any of the other parties to the Voting Agreement (as defined below). The Reporting Persons expressly disclaim the existence of such "group" and any beneficial ownership in any Common Stock, or other securities of the Issuer, beneficially owned by the other parties to the Voting Agreement (as defined below). Neither the filing nor contents of this Amendment No. 4 to Statement on Schedule 13D constitutes an admission by the Reporting Persons that a "group" exists. ITEM 3. Source and Amount of Funds or Other Consideration. Sandera: - ------- Sandera is the direct owner of 2,380,357 shares of the Issuer's Common Stock. Sandera acquired such shares of Common Stock 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. Such shares were distributed to Sandera by Catalyst in redemption of Sandera's limited partnership interest in Catalyst. Sandera originally funded the purchase of its limited partnership interest in Catalyst through its working capital account. In addition to the shares of Common Stock described in the paragraph above, Sandera is the owner of an aggregate of 2,250 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Stock"). As previously reported, pursuant to a letter agreement dated April 16, 2001 (the "Loan Agreement"), Sandera, as assignee of Catalyst, agreed to make additional advances of up to $1,500,000 in the aggregate to the Issuer. Catalyst had previously advanced a total of $620,000 to the Issuer pursuant to the terms of a prior convertible promissory note payable by the Issuer to Catalyst which was renewed and extended pursuant to the Loan Agreement. Upon execution of the Loan Agreement, to evidence such prior advances and future advances pursuant to the Loan Agreement, the Issuer issued to Catalyst, which was assigned to Sandera, an amended and restated convertible promissory note, dated April 16, 2001, in the stated principal amount of $2,120,000 (the "Note"). The Note bore interest at the rate of 8% per annum and matured on March 31, 2002. Catalyst assigned the Note to Sandera effective December 28, 2001, pursuant to the terms of an Assignment and Assumption Agreement between Catalyst and Sandera. Such assignment was made as a liquidating distribution in full redemption of Sandera's limited partnership interest in Catalyst. All or any portion of the principal balance of the Note was convertible at any time at the option of Sandera into shares of the Issuer's Common Stock at an initial conversion price of $1.50 per share. As of April 1, 2002, an aggregate of $1,530,124, representing outstanding principal and accrued, unpaid interest thereon, was outstanding under the Note. All advances to the Issuer under the Note were funded from the working capital of Catalyst and, subsequently, Sandera. CUSIP NUMBER 05462 R1 00 13D/A Page 7 of 14 On April 1, 2002, the Issuer and Sandera entered into a Subscription and Securities Purchase Agreement ("Prior Purchase Agreement") pursuant to which Sandera subscribed to purchase 2,000 shares of the Issuer's Series A Stock ("Old Series A Stock") at an aggregate purchase price of $2,000,000, or $1,000 per share. Sandera directed the Issuer to offset the total amount outstanding under the Note, principal plus accrued, unpaid interest thereon, as partial payment of the subscription price for the shares of Old Series A Stock subscribed for by Sandera. The remaining $469,876 subscription price was funded in cash from the working capital account of Sandera. Accordingly, the right of Sandera to convert the outstanding balance of the Note into shares of the Issuer's Common Stock, as previously reported in this Statement on Schedule 13D, ceased and no amount remains outstanding under the Note, which has been canceled. On May 23, 2003, pursuant to a Subscription and Securities Purchase Agreement ("New Purchase Agreement"), Sandera acquired an additional 250 shares of the Issuer's Series A Stock ("Additional Series A Stock") at an aggregate purchase price of $250,000, or $1,000 per share. Sandera partially funded the purchase of the Additional Series A Stock by directing that the Issuer offset a total of $18,943.24 owned by the Issuer to Sandera under the terms of a Loan Agreement, and related Promissory Note, between Sandera and the Issuer dated April 23, 2003. Advances under such loan agreement were funded from the working capital account of Sandera. The remaining $231,056.76 of the purchase price for the shares of Additional Series A Stock was funded in cash directly from the working capital account of Sandera. Summit: - ------ Summit is the beneficial owner of 1,156,679 shares of Common Stock ("Summit Shares"). The funds used to acquire the Summit Shares were derived from the working capital accounts of Summit. ITEM 4. Purpose of Transaction. The Reporting Persons acquired beneficial ownership of the securities reported herein (the "Securities") for the purpose of investment. The Reporting Persons intend to continuously review their investment and the Issuer, and, in addition to the plans described below, 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. CUSIP NUMBER 05462 R1 00 13D/A Page 8 of 14 Pursuant to the terms of the Amended Certificate (as defined below), the holders of Series A Stock issued prior to May 1, 2003 (the "Prior Holders"), including Sandera, have the right, voting separately as a class, to designate one member of the Issuer's Board of Directors. Alan W. Tompkins has been designated by the Prior Holders as their representative to serve on the Issuer's Board of Directors. The holders of the Series A Stock issued after May 1, 2003 (the "New Holders"), including Sandera, also have the right, voting separately as a class, to elect one member of the Issuer's Board of Directors. Sandera is a party to a Stockholders and Voting Agreement, dated May 23, 2003, among Sandera, Global Capital Funding Group, L.P., GCA Strategic Investment Fund Limited, and Demand Aggregation Solutions, LLC (the "Voting Agreement"). Pursuant to the terms of the Voting Agreement, the parties thereto, each holders of Series A Stock, agree to, among other things, vote to elect and re-elect 5 agreed upon directors to the Issuer's Board of Directors, including the designated representatives of the Prior Holders and the New Holders. The Voting Agreement further restricts the ability of the parties thereto to dispose of or transfer any of the Issuer's securities held by the parties thereto. The Voting Agreement may be deemed to establish a "group" as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended. The Reporting Persons expressly disclaim the formation of any such "group" and disclaim any beneficial ownership of the Issuer's securities owned by the other parties to the Voting Agreement. 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 of Common Stock, and the resulting percentages, as set forth on the cover pages above. Sandera directly owns 2,380,357 shares of the Issuer's Common Stock and is deemed to be the beneficial owner of (i) the Summit Shares (as a result of its ownership of the capital stock of Summit), and (ii) an additional 22,500,000 shares of the Issuer's Common Stock to be issued upon conversion of the Series A Stock held by Sandera (as more particularly described below). Additionally, as discussed below, Sandera may be deemed to be the beneficial owner of an additional 4,500,000 shares of the Issuer's Common Stock to be issued upon exercise of the Restated Warrants (as defined below) and the New Warrants (as defined below) (collectively, the "Warrants"). The Warrants are not exercisable within 60 days, except upon occurrence of certain events described therein. As noted above, Sandera is the beneficial owner of an aggregate of 2,250 shares of the Issuer's Series A Stock, which shares are convertible, at the option of the holder thereof, into such number of shares of Common Stock as is determined by dividing the Liquidation Preference (as defined in the Restated Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Axtive Corporation (the "Amended Certificate"), currently $1,000 per share) by the Conversion Price (as defined in the Amended Certificate), currently $0.10 per share). The Liquidation Preference and the Conversion Price are subject to adjustment as described in the Amended Certificate. Assuming no adjustments are made to the Liquidation Preference or the Conversion Price, the shares of Series A Stock held by Sandera are currently convertible into an additional 22,500,000 shares of Common Stock. CUSIP NUMBER 05462 R1 00 13D/A Page 9 of 14 Sandera holds warrants (the "Restated Warrants") issued by the Issuer representing the right to purchase, at an exercise price of $0.20 per share, an additional 4,000,000 shares of Common Stock. The Restated Warrants were originally issued on or about April 1, 2002, by the Issuer in connection with Sandera's subscription to purchase the shares of Old Series A Stock. Such Restated Warrants were amended effective May 23, 2003, to, among other things, (i) increase the number of shares available for purchase thereunder from 533,333 shares of Common Stock to 4,000,000 shares of Common Stock, and (ii) reduce the exercise price from $1.15 per share to $0.20 per share. The Restated Warrants are not exercisable until the earlier of April 1, 2004, or upon the occurrence of certain events described therein. Accordingly, the shares of Common Stock issuable upon exercise of the Restated Warrants are not included in the number of shares reported in the cover page of this Amendment. Sandera holds additional warrants (the "New Warrants") issued by the Issuer representing the right to purchase, at an exercise price of $0.20 per share, an additional 500,000 shares of Common Stock. The New Warrants were issued May 23, 2003, by the Issuer in connection with Sandera's subscription to purchase the shares of Additional Series A Stock. The New Warrants are not exercisable until the earlier of the second anniversary of the date of issuance, May 23, 2005, or upon the occurrence of certain events described therein. Accordingly, the shares of Common Stock issuable upon exercise of the New Warrants are not included in the number of shares reported in the cover page of this Amendment. As a result of the Voting Agreement, Sandera may be deemed to beneficially own an additional 34,500,000 shares of Common Stock issuable upon conversion of the shares of Series A Stock held by the other parties to the Voting Agreement, and (ii) an additional 7,107,787 shares of Common Stock held directly by GCA Strategic Investment Fund Limited. In addition, the other parties to the Voting Agreement hold warrants to purchase an aggregate of 6,900,000 shares of Common Stock. Such warrants are not currently exercisable. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities held by the other parties to the Voting Agreement and nothing in this Statement on Schedule 13D shall be deemed an admission of beneficial ownership of such securities by the Reporting Persons. Accordingly, the shares beneficially owned by the other parties to the Voting Agreement have not been included in the holdings of the Reporting Persons as reported on the cover pages to this Amendment No. 4 to Statement on Schedule 13D. 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 Securities and the securities held by the other parties to the Voting Agreement; however, each of the Control Persons expressly disclaims beneficial ownership thereof. CUSIP NUMBER 05462 R1 00 13D/A Page 10 of 14 (b) Power to Vote and Dispose. The Reporting Persons have voting and dispositive power over the Securities identified in the cover pages hereof and in response to Item 5(a) above. In addition with respect to the Securities held by Sandera, SCM, as the general partner of Sandera, Sandera Capital, as the general partner of SCM, and Hunt and Wissman as the Managers (and, as applicable, the executive officers) of Sandera Capital, may also be deemed to have the power to vote or to direct the vote of and to dispose or to direct the disposition of such Securities, although each of the foregoing expressly disclaims beneficial ownership thereof. With respect to the Summit Shares, Sandera (and its Controlling Persons), as the holder of all the capital stock of Summit, and Hunt and Wissman, as the Managers of Sandera Capital, may each also be deemed to have the power to vote or to direct the vote of and to dispose or to direct the disposition of the Summit Shares, although each of the foregoing expressly disclaims beneficial ownership thereof. (c) Transactions Within the Past 60 Days. The Original Filing is hereby amended by adding the following paragraph to the end of Item 5(c): Effective May 23, 2003, Sandera, among others, and the Issuer entered into the New Purchase Agreement pursuant to which, among other things, Sandera subscribed to purchase an additional 250 shares of the Issuer's Series A Stock at a purchase price of $1,000 per share. As partial consideration for the aggregate purchase price, Sandera directed the Issuer offset a total of $18,493.24 owed by the Issuer to Sandera under a Loan Agreement, and related Promissory Note, dated April 23, 2003. To evidence the discharge of such debt, Sandera and the Issuer entered into an Acknowledgment of Discharge of Indebteness, Release of Claims and Agreement. In connection with the sale of the Series A Stock pursuant to the New Purchase Agreement, the Issuer filed the Amended Certificate to amend certain terms of the Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock (the "Original Certificate") which created the Series A Stock. Such Amended Certificate was filed to, among other things, reduce the Conversion Price (as defined therein) to $0.10 per share. The terms of the Original Certificate set the Conversion Price of the Series A Stock at $0.75 per share, subject to adjustment as provided therein. As a result of the new Conversion Price and the purchase of the Additional Series A Stock, Sandera now holds 2,250 shares of Series A Stock which are currently convertible into 22,500,000 shares of Common Stock. CUSIP NUMBER 05462 R1 00 13D/A Page 11 of 14 In connection with the closing of the New Purchase Agreement and Sandera's subscription for the shares of Additional Preferred Stock, the Issuer issued Sandera the New Warrants, representing the right to purchase 500,000 shares of Common Stock at an exercise price of $0.20 per share. Further, Sandera and the Issuer agreed to amend certain terms of the Restated Warrants to, among other things, increase the number of shares available for purchase thereunder to 4,000,000 shares of Common Stock and reduce the exercise price to $0.20 per share. As a result of the Voting Agreement, Sandera may be deemed to have acquired beneficial ownership of the Issuer's securities held by the other parties thereto. The Reporting Persons, including Sandera, and each of the Control Persons hereby expressly disclaim beneficial ownership over the Issuer's securities held by the other parties to the Voting Agreement and nothing in this Statement on Schedule 13D shall be deemed an admission of beneficial ownership of such securities by the Reporting Persons. (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. As noted in Item 5 above, in connection with Sandera's purchase of the Series A Stock, the Issuer issued the Warrants to Sandera representing the right to purchase an aggregate of 4,500,000 shares of Common Stock at an exercise price of $0.20 per share. The Restated Warrants are not exercisable until the earlier of April 1, 2004, or upon the occurrence of certain events described therein. The New Warrants are not exercisable until the earlier of May 23, 2005, or upon the occurrence of certain events described therein. The Issuer and Sandera are also parties to (i) a Restated Registration Rights Agreement, dated May 23, 2003, which amends and restates that certain Registration Rights Agreement, dated April 1, 2002, among the Issuer and the Prior Holders, and (ii) a Registration Rights Agreement, dated May 23, 2003, among the Issuer and the New Holders (collectively, the "Registration Agreements"). The Registration Agreements provide the parties thereto with certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Series A Stock or exercise of the warrants held by such parties. Sandera is also a party to the Voting Agreement, pursuant to which the parties thereto, each holders of Series A Stock, agree to, among other things, vote to elect and re-elect 5 agreed upon directors to the Issuer's Board of Directors, including representatives designated by the Prior Holders and the New Holders. Because of the Voting Agreement, the parties thereto may be deemed to constitute a "group" for purposes of Rule 13d- 5(b) of the Exchange Act. The Reporting Persons expressly disclaim the formation of any "group" and disclaim beneficial ownership of the Issuer's securities held by the other parties thereto. CUSIP NUMBER 05462 R1 00 13D/A Page 12 of 14 ITEM 7. Material to be Filed as Exhibits. EXHIBIT NO. TITLE OF EXHIBIT - ---------------- --------------------------------------------- A Agreement regarding filing of Schedule 13D (previously filed). 99.1 Amended and Restated Convertible Note, dated as of April 16, 2001, of Edge Technology Group, Inc. payable to Sandera Partners, L.P., as assignee of Catalyst Master Fund, L.P. (filed as Exhibit 99.18 to Amendment No. 6 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about April 25, 2001, and incorporated herein by reference) 99.2 Security Agreement, dated as of December 14, 2000, between Edge Technology Group, Inc. and Sandera Partners, L.P., as assignee of Catalyst Master Fund, L.P. (filed as Exhibit 99.16 to Amendment No. 5 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about December 26, 2000, and incorporated herein by reference) 99.3 Letter Agreement, dated as of April 16, 2001, between Edge Technology Group, Inc. and Sandera Partners, L.P., as assignee of Catalyst Master Fund. L.P. (filed as Exhibit 99.17 to Amendment No. 6 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about April 25, 2001, and incorporated herein by reference) 99.4 Assignment and Assumption Agreement, dated as of December 28, 2001, between Catalyst Master Fund, L.P. and Sandera Partners, L.P. (previously filed) 99.5 Subscription and Securities Purchase Agreement, dated as of April 1, 2002, among Axtive Corporation (formerly Edge Technology Group, Inc.) and the subscribers listed on the signature page thereto (previously filed) 99.6 Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Edge Technology Group, Inc. (previously filed) 99.7 Common Stock Purchase Warrant, dated April 1, 2002, issued by Edge Technology Group, Inc. in favor of Sandera Partners, L.P. (previously filed--superceded by Exhibit 99.10) CUSIP NUMBER 05462 R1 00 13D/A Page 13 of 14 EXHIBIT NO. TITLE OF EXHIBIT - ---------------- ---------------------------------------------- 99.8 Subscription and Securities Purchase Agreement, dated as of May 23, 2003, among Axtive Corporation and the Purchaser listed on the signature pages thereto (incorporated by reference to Exhibit No. 3 to that certain Statement on Schedule 13D filed by Graham C. Beachum III on or about June 6, 2003) 99.9 Acknowledgement of Discharge of Indebtedness, Release of Claims and Agreement between Sandera Partners, L.P. and Axtive Corporation (filed herewith) 99.10 Restated Warrant issued by Axtive Corporation representing right to purchase 4,000,000 shares of common stock, par value $0.01 per shares at an exercise price of $0.20. (filed herewith) 99.11 Warrant issued by Axtive Corporation representing right to purchase 500,000 shares of common stock, par value $0.01 per shares at an exercise price of $0.20. (filed herewith) 99.12 Shareholders and Voting Agreement, dated as of May 23, 2003, among Sandera Partners, L.P., Global Capital Funding Group, L.P., GCA Strategic Investment Fund Limited and Demand Aggregation Solutions, LLC (incorporated by reference to the Statement on Schedule 13D filed by Demand Aggregation Solutions, LLC on or about June 20, 2003) [Signature Page Follows] CUSIP NUMBER 05462 R1 00 13D/A Page 14 of 14 After reasonable inquiry, and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 4 to Statement on Schedule 13D is true, complete and correct. Date: June 26, 2003. 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 SUMMIT CAPITAL LIMITED By: /s/ JAMES A. LOUGHRAN --------------------------------------------- James A. Loughran, 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 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 P.O. Box 425 Investment Manager and Frederiksted Advisor President St. Croix, U.S. Virgin Islands 00841 Barrett Wissman, USA P.O. Box 425 Investment Manager and Frederiksted Advisor Vice St. Croix, U.S. President Virgin Islands 00841 John Wagner, USA 1601 Elm Street Business Vice Suite 4000 Executive President Dallas, Texas 75201 Keith Benedict, USA 1601 Elm Street Attorney Vice Suite 4000 President Dallas, Texas 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 Summit Capital Limited. Present Name and Citizenship Principal Position or Occupation with or Reporting Place of Organization Business Employment Person - ---------------------- ------------------ ---------- --------- James A. Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG Cofides S.A. 38 Hertford Street Financial Director (Nevis, West Indies) London, England Services W1Y 7TG SECORP Limited 38 Hertford Street Financial Secretary (Nevis, West Indies) London, England Services W1Y 7TG INDEX TO EXHIBITS EXHIBIT NO. TITLE OF EXHIBIT - ---------------- --------------------------------------------- A Agreement regarding joint filing of Schedule 13D (previously filed). 99.1 Amended and Restated Convertible Note, dated as of April 16, 2001, of Edge Technology Group, Inc. payable to Sandera Partners, L.P., as assignee of Catalyst Master Fund, L.P. (filed as Exhibit 99.18 to Amendment No. 6 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about April 25, 2001, and incorporated herein by reference) 99.2 Security Agreement, dated as of December 14, 2000, between Edge Technology Group, Inc. and Sandera Partners, L.P., as assignee of Catalyst Master Fund, L.P. (filed as Exhibit 99.16 to Amendment No. 5 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about December 26, 2000, and incorporated herein by reference) 99.3 Letter Agreement, dated as of April 16, 2001, between Edge Technology Group, Inc. and Sandera Partners, L.P., as assignee of Catalyst Master Fund. L.P. (filed as Exhibit 99.17 to Amendment No. 6 to Statement on Schedule 13D filed by Catalyst Master Fund, L.P. on or about April 25, 2001, and incorporated herein by reference) 99.4 Assignment and Assumption Agreement, dated as of December 28, 2001, between Catalyst Master Fund, L.P. and Sandera Partners, L.P. (previously filed) 99.5 Subscription and Securities Purchase Agreement, dated as of April 1, 2002, among Axtive Corporation (formerly Edge Technology Group, Inc.) and the subscribers listed on the signature page thereto (previously filed) 99.6 Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Edge Technology Group, Inc. (previously filed) 99.7 Common Stock Purchase Warrant, dated April 1, 2002, issued by Edge Technology Group, Inc. in favor of Sandera Partners, L.P. (previously filed--superceded by Exhibit 99.10) EXHIBIT NO. TITLE OF EXHIBIT - ---------------- --------------------------------------------- 99.8 Subscription and Securities Purchase Agreement, dated as of May 23, 2003, among Axtive Corporation and the Purchaser listed on the signature pages thereto (incorporated by reference to Exhibit No. 3 to that certain Statement on Schedule 13D filed by Graham C. Beachum III on or about June 6, 2003) 99.9 Acknowledgement of Discharge of Indebtedness, Release of Claims and Agreement between Sandera Partners, L.P. and Axtive Corporation (filed herewith) 99.10 Restated Warrant issued by Axtive Corporation representing right to purchase 4,000,000 shares of common stock, par value $0.01 per shares at an exercise price of $0.20. (filed herewith) 99.11 Warrant issued by Axtive Corporation representing right to purchase 500,000 shares of common stock, par value $0.01 per shares at an exercise price of $0.20. (filed herewith) 99.12 Shareholders and Voting Agreement, dated as of May 23, 2003, among Sandera Partners, L.P., Global Capital Funding Group, L.P., GCA Strategic Investment Fund Limited and Demand Aggregation Solutions, LLC (incorporated by reference to the Statement on Schedule 13D filed by Demand Aggregation Solutions, LLC on or about June 20, 2003) EX-99.9 3 exhibit99-9.txt DISCHARGE OF INDEBTEDNESS AND RELEASE ACKNOWLEDGEMENT OF DISCHARGE OF INDEBTEDNESS, RELEASE OF CLAIMS AND AGREEMENT Sandera Partners, L.P., a Texas limited partnership ("Sandera"), hereby acknowledges and agrees that all indebtedness and any other obligation owing from Axtive Corporation, a Delaware corporation ("Axtive"), to Sandera arising under or relating to either of (i) that certain Loan Agreement, dated April 23, 2003, by and between Axtive and Sandera, and (ii) that certain Promissory Note, dated April 23, 2003, in the original principal amount of $18,943.24 payable by Axtive to the order of Sandera (collectively, the "Loan Documents") is hereby discharged in full, including, without limitation, any accrued and unpaid interest, fees, charges, and expenses relating to the Loan Documents (collectively, the "Indebtedness"). Sandera hereby acknowledges and agrees that the discharge of Indebtedness contained herein is granted as partial consideration for Axtive's issuance to Sandera of Two Hundred Fifty (250) shares of Axtive's Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Shares"), pursuant to that certain Subscription and Securities Purchase Agreement, of even date herewith, to which each of Axtive and Sandera, among others, is a party (the "Stock Purchase Agreement"). As additional consideration for such issuance, and subject to delivery of certificates evidencing the Preferred Shares to Sandera in accordance with the terms and provisions of the Stock Purchase Agreement, Sandera releases Axtive, its successors and assigns, and each of their respective officers, directors, employees and agents, from any and all claims, liability, losses and damages whatsoever with respect to any and all payment or other obligations, covenants or commitments of Axtive to or in favor of Sandera arising under or in relation to the Indebtedness; provided, however, that nothing contained in this paragraph shall be construed to release Axtive from any of representation, warranty, covenant or other obligation made to or in favor of Sandera and set forth in the Stock Purchase Agreement. SANDERA HEREBY ACKNOWLEDGES AND AGREES THAT AXTIVE'S SUCCESSORS AND ASSIGNS, AND EACH OF AXTIVE'S AND ITS SUCCESSORS AND ASSIGNS' RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL BE DEEMED TO BE THIRD PARTY BENEFICIARIES OF THE RELEASE SET FORTH ABOVE IN THIS PARAGRAPH. Each of Sandera and Axtive further hereby acknowledges, agrees and covenants that it shall promptly execute and deliver to the other party any and all instruments, agreements or other documents that shall be prepared and reasonably request to be so executed and delivered by such other party, and to take all other action reasonably requested by such other party that is consistent with the discharge of the Indebtedness and all other express purposes of this Acknowledgement of Discharge of Indebtedness, Release of Claims and Agreement. This instrument may be executed in counterparts, each of which shall constitute an original but all of which shall constitute but one and the same instrument. One or more counterparts of this instrument may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof. THIS ACKNOWLEDGEMENT OF DISCHARGE OF INDEBTEDNESS, RELEASE OF CLAIMS AND AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE THAT WOULD FRUSTRATE THE APPLICATION OF THE SUBSTANTIVE LAWS OF SUCH STATE. SANDERA PARTNERS, L.P., a Texas limited partnership 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 Title: Vice President AXTIVE CORPORATION By: /s/ DAVID N. PILOTTE ---------------------------- Name: David N. Pilotte Title: Executive Vice President, Chief Financial Officer and Secretary EX-99.10 4 exhibit99-10.txt RESTATED WARRANT, DATED MAY 23, 2003 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. RESTATED WARRANT To Purchase Common Stock of AXTIVE CORPORATION a Delaware corporation formerly known as Edge Technology Group, Inc. 1. Issuance. This Restated Warrant, dated as of May 23, 2003, is issued to SANDERA PARTNERS, L.P. ("Sandera") by Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (hereinafter with its successors called the "Company"), in substitution of and exchange for that certain warrant originally issued on April 1, 2002 (the "Issuance Date") to Sandera (the "Original Warrant"). This Restated Warrant amends and restates the Original Warrant in its entirety, and the holder of such Original Warrant, by its acceptance hereof, acknowledges and agrees that such Original Warrant shall be of no further force or effect whatsoever. The term "Warrant" as used herein shall include this Restated Warrant and any warrants delivered in substitution or exchange herefor or therefor as provided herein. 2. Exercise of Warrant. (a) Exercise Price; Number of Shares. This Warrant represents the right to purchase from the Company FOUR MILLION (4,000,000) shares (the "Warrant Shares") of the Company's common stock, $0.01 par value ("Common Stock") at an initial exercise price of Twenty Cents ($0.20) per share (the "Exercise Price"). Until such time as this Warrant is exercised in full or expires, the Exercise Price and the Warrant Shares are subject to adjustments pursuant to the procedures described in Section 8 below. (b) Exercise Procedure. Subject to the terms and conditions of this Warrant, the registered holder of this Warrant (the "Holder"), is entitled to exercise this Warrant during the Exercise Period, in whole or in part, upon surrender of this Warrant together with payment of the Exercise Price and delivery of the subscription form (as annexed hereto as Addendum A, the "Subscription Form") duly executed, to be presented at the office of the Company, 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202, or such other office in the United States as the Company shall notify the Holder of in writing. (c) Exercise Period. This Warrant may be exercised at any time after the second anniversary of the Issuance Date until the earlier of (i) the fourth anniversary of the Issuance Date or (ii) the date of a Deemed Liquidation, as defined below (the "Exercise Period"); provided, however, that the Company shall not effect a Deemed Liquidation without compliance with the provisions of Section 2(d) below. -1- (d) Deemed Liquidation. For purposes of this Warrant, a "Deemed Liquidation" shall mean (i) any liquidation, dissolution or winding up of the Company, (ii) any sale, conveyance or disposition of all or substantially all of its property or business, (iii) any merger or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (iv) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company will not immediately after such acquisition or transaction be held by the company's stockholders of record as constituted immediately prior to such acquisition or transaction, provided that a merger effected exclusively for the purpose of changing the domicile of the Company shall not constitute a Deemed Liquidation. (i) Notice of Transaction. The Company shall give each Holder written notice of a Deemed Liquidation (a "Notice of Liquidation Event") not later than 10 days prior to the stockholders' meeting called to approve such transaction, or 10 days prior to the closing of such transaction, whichever is earlier, and shall also notify the Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2(d), and the Company shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than 10 days after the Company has given the first notice provided for herein or sooner than 5 days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of all of the Holders. (ii) Effect of Noncompliance. In the event the requirements of this Section 2(d) are not complied with, the Company shall forthwith either cause the closing of the transaction to be postponed until such requirements have been complied with, or cancel such transaction. (iii) Election to Exercise. Upon receipt of a Notice of Liquidation Event, the Holder shall have the right to elect to exercise this Warrant, in whole or in part, as provided for in this Section 2, notwithstanding the prohibition on exercise prior to the second anniversary of the Issuance Date set forth in Section 2(c) above. 3. Payment of Exercise Price. The Holder may make payment of the Exercise Price in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to the account of the Company. 4. Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: -2- CS = WCS x (FMV - EP) FMV Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, "Fair Market Value" shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company's board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder. 5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of Warrant Shares in respect of which this Warrant shall not have been exercised. 6. Issuance Date. The person or persons in whose name or names any certificate representing Warrant Shares is issued hereunder shall be deemed to have become the holders of record of such shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. As soon as practicable after the exercise of this Warrant, the Company at its expense (including the payment of any applicable taxes) will use its best lawful efforts to cause the Company's transfer agent to issue and deliver to Holder a certificate for the number of fully paid nonassessable shares of Common Stock to which such Holder is entitled. -3- 7. Reserved Shares; Valid Issuance. The Company covenants that it will reserve and keep available at all times from and after the date hereof such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 8. Adjustment Provision. (a) Subdivisions, Split-ups, Combinations and Stock Dividends. If after the Issuance Date the Company shall subdivide the Common Stock, by split up or otherwise, or combine such shares, or issue additional shares in payment of a stock dividend on such shares, the number of shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Exercise Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination. (b) Reclassifications. If after the Issuance Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 8 (a) hereof), then, as a condition of such reclassification, reorganization or change, lawful provisions shall be made, and duly executed documents evidencing the same from the Company shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization or change, by holders of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization or change, and in such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. 9. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. 10. Certificate of Adjustment. Whenever the Exercise Price or the number of shares issuable hereunder is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company's Chief Financial Officer setting forth the number of shares issuable hereunder and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 11. Notices of Record Date. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, -4- (b) any reclassification of the capital stock of the Company, capital reorganization of the Company, or (c) any transaction which would constitute a Deemed Liquidation, then and in each such event the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reclassification, reorganization, conveyance or Deemed Liquidation is to take place, and the time, if any is to be fixed, as of which the holders of record in respect of such event are to be determined. Such notice shall be mailed at least 10 days prior to the date specified in such notice on which any such action is to be taken. 12. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Company and the Holder. 13. Warrant Register; Transfers. (a) The Company will maintain a register containing the names and addresses of the registered holders of the Warrants. The Holder may change his or its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to the Holder at his or its address as shown on the warrant register. (b) Subject to compliance with applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the Warrant Shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the assignment hereof (in form substantially similar to Addendum B annexed hereto) properly endorsed for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed by the Holder for transfer with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft or destruction) and of indemnity reasonably satisfactory to the Company. -5- 14. No Impairment. The Company will not, by amendment of its Charter or by-laws or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder. 15. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of State of Texas, without giving effect to principles of conflicts law. 16. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of each of the Holder's successors, legal representatives and permitted assigns. [Remainder of Page Intentionally Left Blank] -6- IN WITNESS WHEREOF, the Company has caused this Restated Warrant to be executed as an instrument under seal by its duly authorized officer as of the date first above written, but to be deemed to have an Issuance Date of April 1, 2002. AXTIVE CORPORATION By: /s/ GRAHAM C. BEACHUM II ------------------------------------- Graham C. Beachum II President and Chief Executive Officer Attest: /s/ DAVID N. PILOTTE - ------------------------------ David N. Pilotte, Secretary -7- ADDENDUM A (Form of Subscription) Date:___________ The undersigned hereby subscribes for: _______ shares of Common Stock covered by that certain Warrant issued by Axtive Corporation, dated _____________, to the undersigned. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature _______________________ Name for Registration Mailing Address ________________________ ________________________ ________________________ ADDENDUM B (Form of Assignment) For value received _____________________________ hereby sells, assigns and transfers unto ________________________________________ ___________________________________________________________________ (Please print or typewrite name and address of Assignee) the within Warrant, and does hereby irrevocably constitute and appoint __________________________ its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution in the premises. Dated: _______________ In the Presence of: ________________________ EX-99.11 5 exhibit99-11.txt WARRANT, DATED MAY 23, 2003 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. WARRANT To Purchase Common Stock of AXTIVE CORPORATION a Delaware corporation formerly known as Edge Technology Group, Inc. 1. Issuance. This Warrant, dated as of May 23, 2003 (the "Issuance Date"), is issued to SANDERA PARTNERS, L.P. ("Sandera"), by Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (hereinafter with its successors called the "Company"). The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange herefor or therefor as provided herein. 2. Exercise of Warrant. (a) Exercise Price; Number of Shares. This Warrant represents the right to purchase from the Company FIVE HUNDRED THOUSAND (500,000) shares (the "Warrant Shares") of the Company's common stock, $0.01 par value ("Common Stock"), at an initial exercise price of Twenty Cents ($0.20) per share (the "Exercise Price"). Until such time as this Warrant is exercised in full or expires, the Exercise Price and the Warrant Shares are subject to adjustments pursuant to the procedures described in Section 8 below. (b) Exercise Procedure. Subject to the terms and conditions of this Warrant, the registered holder of this Warrant (the "Holder"), is entitled to exercise this Warrant during the Exercise Period, in whole or in part, upon surrender of this Warrant together with payment of the Exercise Price and delivery of the subscription form (as annexed hereto as Addendum A, the "Subscription Form") duly executed, to be presented at the office of the Company, 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202, or such other office in the United States as the Company shall notify the Holder of in writing. (c) Exercise Period. This Warrant may be exercised at any time after the second anniversary of the Issuance Date until the earlier of (i) the fourth anniversary of the Issuance Date or (ii) the date of a Deemed Liquidation, as defined below (the "Exercise Period"); provided, however, that the Company shall not effect a Deemed Liquidation without compliance with the provisions of Section 2(d) below. (d) Deemed Liquidation. For purposes of this Warrant, a "Deemed Liquidation" shall mean (i) any liquidation, dissolution or winding up of the Company, (ii) any sale, conveyance or disposition of all or substantially all of its property or business, (iii) any merger or consolidation with any other corporation or entity (other than a wholly owned subsidiary) or (iv) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company will not immediately after such acquisition or transaction be held by the company's stockholders of record as constituted immediately prior to such acquisition or transaction, provided that a merger effected exclusively for the purpose of changing the domicile of the Company shall not constitute a Deemed Liquidation. -1- (i) Notice of Transaction. The Company shall give each Holder written notice of a Deemed Liquidation (a "Notice of Liquidation Event") not later than 10 days prior to the stockholders' meeting called to approve such transaction, or 10 days prior to the closing of such transaction, whichever is earlier, and shall also notify the Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2(d), and the Company shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than 10 days after the Company has given the first notice provided for herein or sooner than 5 days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of all of the Holders. (ii) Effect of Noncompliance. In the event the requirements of this Section 2(d) are not complied with, the Company shall forthwith either cause the closing of the transaction to be postponed until such requirements have been complied with, or cancel such transaction. (iii) Election to Exercise. Upon receipt of a Notice of Liquidation Event, the Holder shall have the right to elect to exercise this Warrant, in whole or in part, as provided for in this Section 2, notwithstanding the prohibition on exercise prior to the second anniversary of the Issuance Date set forth in Section 2(c) above. 3. Payment of Exercise Price. The Holder may make payment of the Exercise Price in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to the account of the Company. 4. Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (FMV - EP) ----------------- FMV -2- Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, "Fair Market Value" shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company's board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder. 5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of Warrant Shares in respect of which this Warrant shall not have been exercised. 6. Issuance Date. The person or persons in whose name or names any certificate representing Warrant Shares is issued hereunder shall be deemed to have become the holders of record of such shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. As soon as practicable after the exercise of this Warrant, the Company at its expense (including the payment of any applicable taxes) will use its best lawful efforts to cause the Company's transfer agent to issue and deliver to Holder a certificate for the number of fully paid nonassessable shares of Common Stock to which such Holder is entitled. -3- 7. Reserved Shares; Valid Issuance. The Company covenants that it will reserve and keep available at all times from and after the date hereof such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 8. Adjustment Provision. (a) Subdivisions, Split-ups, Combinations and Stock Dividends. If after the Issuance Date the Company shall subdivide the Common Stock, by split up or otherwise, or combine such shares, or issue additional shares in payment of a stock dividend on such shares, the number of shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Exercise Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination. (b) Reclassifications. If after the Issuance Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 8 (a) hereof), then, as a condition of such reclassification, reorganization or change, lawful provisions shall be made, and duly executed documents evidencing the same from the Company shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization or change, by holders of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization or change, and in such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. 9. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. 10. Certificate of Adjustment. Whenever the Exercise Price or the number of shares issuable hereunder is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company's Chief Financial Officer setting forth the number of shares issuable hereunder and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 11. Notices of Record Date. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, -4- (b) any reclassification of the capital stock of the Company, capital reorganization of the Company, or (c) any transaction which would constitute a Deemed Liquidation, then and in each such event the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reclassification, reorganization, conveyance or Deemed Liquidation is to take place, and the time, if any is to be fixed, as of which the holders of record in respect of such event are to be determined. Such notice shall be mailed at least 10 days prior to the date specified in such notice on which any such action is to be taken. 12. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Company and the Holder. 13. Warrant Register; Transfers. (a) The Company will maintain a register containing the names and addresses of the registered holders of the Warrants. The Holder may change his or its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to the Holder at his or its address as shown on the warrant register. (b) Subject to compliance with applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the Warrant Shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the assignment hereof (in form substantially similar to Addendum B annexed hereto) properly endorsed for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed by the Holder for transfer with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft or destruction) and of indemnity reasonably satisfactory to the Company. 14. No Impairment. The Company will not, by amendment of its Charter or by-laws or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder. -5- 15. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of State of Texas, without giving effect to principles of conflicts law. 16. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of each of the Holder's successors, legal representatives and permitted assigns. [Remainder of Page Intentionally Left Blank] -6- IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as an instrument under seal by its duly authorized officer as of the date first above written. AXTIVE CORPORATION By: /s/ GRAHAM C. BEACHUM II ----------------------- Graham C. Beachum II President and Chief Executive Officer Attest: /s/ DAVID N. PILOTTE - --------------------------- David N. Pilotte, Secretary -7- ADDENDUM A (Form of Subscription) Date:___________ The undersigned hereby subscribes for: _______ shares of Common Stock covered by that certain Warrant issued by Axtive Corporation, dated _____________, to the undersigned. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: ______________________________ Signature ______________________________ Name for Registration ______________________________ Mailing Address ADDENDUM B (Form of Assignment) For value received __________________________ hereby sells, assigns and transfers unto ______________________________________________________________________ ______________________________________________________________________ (Please print or typewrite name and address of Assignee) the within Warrant, and does hereby irrevocably constitute and appoint ______________________ its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution in the premises. Dated: ____________________________ In the Presence of: _____________________________________ -----END PRIVACY-ENHANCED MESSAGE-----