-----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, IrHgSj6UUccbab9TkmNxe/QgRZ5kRI3p/9PRWBXmFXj/upqCzRrAe8vMLFb6Pjg9 yWje80bhmZ/7A+0d77QTeQ== 0001047469-98-007105.txt : 19980223 0001047469-98-007105.hdr.sgml : 19980223 ACCESSION NUMBER: 0001047469-98-007105 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980220 SROS: NASD GROUP MEMBERS: EARL TAKEFMAN GROUP MEMBERS: TAKEFMAN EARL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49607 FILM NUMBER: 98546518 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAKEFMAN EARL CENTRAL INDEX KEY: 0001033273 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O VISUAL EDGE SYSTEMS INC STREET 2: 24-24 NORTH FEDERAL HIGHWAY SUITE 10 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._________)* VISUAL EDGE SYSTEMS INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------ (Title of Class of Securities) 928430 10 7 --------------------------------------------------------- (CUSIP Number) *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 disclosures provided in a prior cover page. The information required on 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 (the "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). SCHEDULE 13G CUSIP No. 928430 10 7 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY) STATUS-ONE INVESTMENTS INC. ("Status-One") ______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / ______________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA ______________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 1,159,482 - owned of record by Status-One SHARES __________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH __________________________________________________ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,159,482 - owned of record by Status-One ______________________________________________________________________ 8 SHARED DISPOSITIVE POWER -0- ______________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,159,482 - owned of record by Status-One ______________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / ______________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8% ______________________________________________________________________ 12 TYPE OF REPORTING PERSON CO ______________________________________________________________________ SCHEDULE 13G CUSIP No. 928430 10 7 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY) EARL TAKEFMAN ______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / ______________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA ______________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF -0- SHARES __________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,159,482 - owned of record by Status-One EACH __________________________________________________ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- ______________________________________________________________________ 8 SHARED DISPOSITIVE POWER 1,159,482 - owned of record by Status-One ______________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,159,482 ______________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/ Excludes 2,136 shares owned by Mona-Lee Takefman, Mr. Takefman's wife, as to which shares Mr. Takefman disclaims beneficial ownership. ______________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8% ______________________________________________________________________ 12 TYPE OF REPORTING PERSON IN ______________________________________________________________________ ITEM 1. (a) Name of Issuer: Visual Edge Systems Inc. (b) Address of Issuer's Principal Executive Offices: 2424 North Federal Highway, Suite 100 Boca Raton, Florida 33431 ITEM 2. (a) Name of Person Filing: Status-One Investments Inc./Earl Takefman (b) Address of Principal Business Office or, if none, Residence: Status-One Investments Inc. c/o Earl Takefman Visual Edge Systems Inc. 2424 North Federal Highway, Suite 100 Boca Raton, Florida 33431 Earl Takefman Visual Edge Systems Inc. 2424 North Federal Highway, Suite 100 Boca Raton, Florida 33431 (c) Citizenship: Canada (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 928430 10 7 ITEM 3. This statement is filed pursuant to Rule 13d-1(c). Accordingly, Items 3(a) through 3(h) are inapplicable. ITEM 4. Ownership. (a) Amount Beneficially Owned as of December 31, 1997: Status-One Investments Inc. - 1,159,482 Earl Takefman - 1,159,482 (represents the 1,159,482 shares owned by Status-One Investments Inc.)* (b) Percent of Class: Status-One Investments Inc. - 21.8% Earl Takefman - 21.8%* _________________ *As of December 31, 1997, Status-One Investments Inc., a corporation owned by Mr. Earl Takefman (the Chief Executive Officer and a Director of the issuer) and certain of his family members and controlled by Mr. Takefman, was the owner of record of 1,159,482 shares of Common Stock. Accordingly, Mr. Takefman may be deemed to have voting power and dispositive power over the 1,159,482 shares of Common Stock beneficially owned by Status-One Investments Inc. In addition, Mona-Lee Takefman, Mr. Takefman's wife, owns 2,136 shares of Common Stock, as to which shares Mr. Takefman disclaims beneficial ownership. (c) Number of shares as to which persons filing statement have: (i) sole power to vote or direct the vote: Status-One Investments Inc. - 1,159,482 shares Earl Takefman - 0 shares (ii) shared power to vote or direct the vote: Status-One Investments Inc. - 0 shares Earl Takefman - 1,159,482 shares (iii) sole power to dispose of or direct the disposition of: Status-One Investments Inc. - 1,159,482 shares Earl Takefman - 0 shares (iv) shared power to dispose of or direct the disposition of: Status-One Investments Inc. - 0 shares Earl Takefman - 1,159,482 shares ITEM 5. Ownership of Five Percent or Less of a Class. Not Applicable. ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. ITEM 8. Identification and Classification of Members of the Group. Not Applicable. ITEM 9. Notice of Dissolution of Group. Not Applicable. ITEM 10. Certification. Not Applicable. SIGNATURE After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to it or him is true, complete and correct. Dated: February 17, 1998 STATUS-ONE INVESTMENTS INC. By: /s/ Earl Takefman --------------------------- Name: Earl Takefman Title: President /s/ Earl Takefman ------------------------------- Earl Takefman Index of Exhibits to Schedule 13G Filed by Status-One Investments Inc. and Earl Takefman NUMBER EXHIBIT 1. Joint Filing Agreement, dated as of February 17, 1998, between Status-One Investments Inc. and Earl Takefman. EX-99.1 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 17th day of February, 1998, between Status-One Investments Inc. and Earl Takefman. WHEREAS, pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto desire to satisfy any filing obligation under Section 13(g) of the Exchange Act by a single joint filing; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the undersigned hereby agree and represent as follows: 1. The Schedule 13G with respect to the Common Stock, par value $.01 per share, of Visual Edge Systems Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of Status-One Investments Inc. and Earl Takefman. 2. Each of Status-One Investments Inc. and Earl Takefman is eligible to use such Schedule 13G for the filing of information therein contained. 3. Each of Status-One Investments Inc. and Earl Takefman is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, PROVIDED that each such person is not responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written. STATUS-ONE INVESTMENTS INC. By: /s/ Earl Takefman ------------------------------ Name: Earl Takefman Title: President /s/ Earl Takefman ------------------------------- Earl Takefman -----END PRIVACY-ENHANCED MESSAGE-----