-----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, ChnHJCaQigBgRhwZXHdH/yBwd3IN4MRGCALDr5TQe7hO5zPzU2WUhyxMqrfRDswK feOm5yPUMufZ64OMhMR4hQ== 0001193125-04-033577.txt : 20040303 0001193125-04-033577.hdr.sgml : 20040303 20040303121016 ACCESSION NUMBER: 0001193125-04-033577 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSBORNE KERRY CENTRAL INDEX KEY: 0001245150 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 853 SHADY LANE CITY: SOUTHLAKE STATE: TX ZIP: 76092 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: 04645145 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 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under The Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

Axtive Corporation

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

05462R 20 9

(CUSIP Number)

 

 

Randall G. Ray, Gardere Wynne Sewell LLP, 1601 Elm Street, Suite 3000, Dallas, Texas 75201,

(214) 999-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

February 26, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), 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 other 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 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 (“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 13D

CUSIP No. 05462R 20 9       PAGE 2 OF 5 PAGES

 

  1.  

Name of Reporting Person

S.S. OR I.R.S Identification No. of above person

 

            Kerry Osborne

    
  2.  

Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds*

 

            PF

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            United States

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                159,000

  8.    Shared Voting Power

 

                0

  9.    Sole Dispositive Power

 

                159,000

10.    Shared Dispositive Power

 

                0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            159,000

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            0.5%

    
14.  

Type of Reporting Person*

 

            IN

    

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1. Security and Issuer.

 

This Schedule 13D (this “Filing”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), and voting and other contractual rights relating thereto, of Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the “Company”), which has its principal executive offices located at 5001 LBJ Freeway, Suite 275, Dallas, Texas 75244. The purpose of this Filing is to reflect the beneficial ownership of Common Stock by Kerry Osborne (the “Reporting Person”).

 

This statement effectively amends the Schedule 13D, dated May 23, 2003, filed on behalf of the Reporting Person with the Securities and Exchange Commission (the “Commission”) on June 24, 2003.

 

All Common Stock numbers have been adjusted to reflect the Company’s 1-for-10 reverse stock split that was effective on December 23, 2003.

 

Item 2. Identity and Background.

 

(a) Kerry Osborne

 

(b) 853 Shady Lane, Southlake, Texas 76092

 

(c) Kerry Osborne is Chief Technology Officer of ThinkSpark Corporation, a wholly owned subsidiary of the Company.

 

(d) Kerry Osborne has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) Kerry Osborne has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting her to a judgment, decree, or 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) Kerry Osborne is a citizen of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

On May 23, 2003, pursuant to that certain Subscription and Securities Purchase Agreement, dated as of May 22, 2003, by and among the Company, the Reporting Person, and certain other persons (the “Purchase Agreement”), the Reporting Person (i) purchased 150 shares (the “Preferred Shares”) of the Company’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”), at a price per share of $1,000, and (ii) acquired a warrant to purchase 30,000 shares of Common Stock at a per share exercise price of $2.00 (the “Warrant”). The Reporting Person funded his purchase of the Preferred Shares with personal funds.

 

Effective with the closing of that certain Subscription and Securities Purchase Agreement, dated as of February 26, 2004, by and among the Company and certain other persons (the “Common Stock Purchase Agreement”), the holders of more than 75% of the Preferred Stock consented to an automatic conversion of the outstanding shares of Preferred Stock. Accordingly, the Preferred Shares were converted into 159,000 shares of Common Stock. In addition, as a material inducement to the closing of the Common Stock Purchase Agreement, the Reporting Person waived and terminated all rights in and to the Warrant, effective as of February 26, 2004.

 

The conversion price of the Preferred Stock was $1.00. The conversion was determined by dividing the liquidation price with respect to the Preferred Stock, which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends, by the conversion price. As of February 26, 2004, there were accrued, but unpaid dividends of $60.00 per share with respect to the Preferred Shares.

 

3

Item 4. Purpose of Transaction.

 

Other than as described above, the Reporting Person does not have any specific plans or proposals that relate to or would result in any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company; any change in the present capitalization or dividend policy of the Company; any other material change in the Company’s business or corporate structure; changes in the Company’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of securities of the Company becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Act; or any action similar to any of those enumerated above; provided, however, that the Reporting Person reserves the right to propose or undertake or participate in any of the foregoing actions in the future.

 

Item 5. Interest in Securities of the Issuer.

 

  (a) The following chart reflects the number of shares of Common Stock beneficially owned by the Reporting Person and the percentage of the outstanding Common Stock such shares represent:

 

Name

    Shares
    Percentage
  

Kerry Osborne

    159,000    0.5 %

 

The percentage calculation is based upon 33,302,996 shares of Common Stock outstanding, based on information from the Company as of February 26, 2004, which gives effect to the initial closing of the Common Stock Purchase Agreement and the automatic conversion of the Preferred Stock. The number of outstanding shares reflects the reverse stock split, including the rounding up of otherwise fractional shares to the nearest whole share.

 

  (b) The Reporting Person has sole voting and dispositive power over 159,000 shares of Common Stock.

 

  (c) See Item 3.

 

  (d) None.

 

  (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On May 23, 2003, pursuant to the Purchase Agreement, the Reporting Person (i) purchased the Preferred Shares, at a price per share of $1,000, and (ii) acquired the Warrant. The Reporting Person also entered into a Registration Rights Agreement with the Company and the other parties to the Purchase Agreement providing certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock.

 

Item 7. Material to be Filed as Exhibits.

 

1. Subscription and Securities Purchase Agreement, dated as of May 22, 2003, by and among Axtive Corporation, Demand Aggregation Solutions, LLC, Beachum Investments, LLC, Sandera Partners, L.P., GCA Strategic Investment Fund Limited, Kerry Osborne, and Graham C. Beachum III (incorporated by reference to Exhibit 3 to the Schedule 13D dated May 23, 2003, and filed by G. C. Beachum III with the Commission on June 5, 2003).

 

2. Warrant to Purchase Common Stock of Axtive Corporation, dated as of May 23, 2003, executed by Axtive Corporation and issued to Kerry Osborne (incorporated by reference to Exhibit 2 to the Schedule 13D dated May 23, 2003, and filed by the Reporting Person with the Commission on June 24, 2003).

 

4

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

March 2, 2004

      

/s/    KERRY OSBORNE

            Kerry Osborne, Individually

 

5

-----END PRIVACY-ENHANCED MESSAGE-----