-----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, J5SuVZlXkU0Fbg329hwQbPTkNjihHqeehbsPxRECMsfGBaTyVa08k9/c7Hmzx/DR P4cycG+tNwkYdygubwHC8w== 0000919567-04-000029.txt : 20040310 0000919567-04-000029.hdr.sgml : 20040310 20040310115819 ACCESSION NUMBER: 0000919567-04-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040310 GROUP MEMBERS: BFS US SPECIAL OPPORTUNITIES TRUST PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL AXCESS CORP CENTRAL INDEX KEY: 0000852570 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 880199674 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40862 FILM NUMBER: 04659368 BUSINESS ADDRESS: STREET 1: 225 PONTE VEDRA PARK DRIVE CITY: PONTE VEDRA BEACH STATE: FL ZIP: 32082 BUSINESS PHONE: 9042803950 MAIL ADDRESS: STREET 1: 225 PONTE VEDRA PARK DRIVE CITY: PONTE VEDRA BEACH STATE: FL ZIP: 32082 FORMER COMPANY: FORMER CONFORMED NAME: NETHOLDINGS COM INC DATE OF NAME CHANGE: 20001113 FORMER COMPANY: FORMER CONFORMED NAME: XPLORER S A DATE OF NAME CHANGE: 19960903 FORMER COMPANY: FORMER CONFORMED NAME: GERANT INDUSTRIES INC DATE OF NAME CHANGE: 19930513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BFS US SPECIAL OPPORTUNITIES TRUST PLC CENTRAL INDEX KEY: 0001159050 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPRESSWAY STREET 2: STE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918294 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPRESSWAY STREET 2: STE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D 1 bfsglobalsc13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) GLOBAL AXCESS CORP - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 37941L107 - -------------------------------------------------------------------------------- (CUSIP Number) Russell Cleveland 8080 N. Central Expressway, Suite 210, LB-59 Dallas, TX 75206-1857 214-891-8294 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 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 Rule 13d-1(e), 13d-1(f) or 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. (Continued on following pages) (Page 1 of Pages) - ---------- (1) 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 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 No. 37941L107 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BFS US Special Opportunities Trust PLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 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 Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 10,099,998 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY None ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,099,998 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,099,998 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.02% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IV - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37941L107 13D Page 3 of 5 Pages - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to shares of common stock, par value $0.001 per share, (the "Common Stock") of GLOBAL AXCESS CORP., a Nevada corporation (the "Company") having its principal executive offices at 225 Ponte Vedra Park Drive, Ponte Vedra Beach, FL 32082. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This statement is filed by BFS US Special Opportunities Trust PLC ("BFS US" or "Reporting Person"). (b) BFS US is an investment trust organized under the laws of England and Wales. Its address in the United States is c/o RENN Capital Group, Inc., Investment Adviser, 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857. The business addresses of the directors and executive officers of the Reporting Person is set forth on Attachment 1 to this Statement and incorporated herein by reference. (c) BFS US was organized to carry on the business of an investment trust company and to undertake all kinds of trust and agency business, including but not limited to investing in emerging or undervalued U.S. companies. (d) Neither the Reporting Person nor, to the best knowledge of such person, any person named in Attachment 1 to this Statement, has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). (e) Neither the Reporting Person nor, to the best knowledge of such person, any person named in Attachment 1 to this Statement, was during the last five years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject 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) All of the directors of BFS US are citizens of the United Kingdom, except for Russell Cleveland who is a citizen of the United States. - ------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the Date of Event which required the filing of this Statement, BFS US had used approximately $350,000 of its working capital to purchase 1,400,000 shares of Common Stock and warrants to purchase 700,000 shares of Common Stock common in a Private Placement in December 2003 and approximately $666,667 of its working capital to purchase 2,666,666 shares of the Common Stock and warrants to purchase 5,333,332 shares of Common Stock in a Private Placement in January 2004. - ------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Person acquired beneficial ownership of the Common Stock reported in Item 5(a) in the ordinary course of business for investment purposes. The Reporting Person does not have any present plans or proposals which relate to or would result in any transaction, change, or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D. CUSIP No. 37941L107 13D Page 4 of 5 Pages - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a) Under SEC rules and as of the date of this filing, BFS US beneficially owns 10,099,998 shares, or 13.02%, of the Company's Common Stock, as computed on a fully converted basis. The foregoing percentage is based upon the 72,249,533 shares of Common Stock outstanding as of the Date of Event which required the filing of this Statement. The shares of Common Stock deemed to be beneficially owned by BFS US are comprised of 4,066,666 shares of Common Stock and 6,033,332 shares of Common Stock issuable upon the exercise of warrants. (b) Number of shares of Common Stock as to which BFS US has: (i) Sole power to vote or to direct the vote of: 10,099,998 (ii) Shared power to vote or to direct the vote of: None (iii) Sole power to dispose or to direct the disposition of: 10,099,998 (iv) Shared power to dispose or to direct the disposition of: None (c) On December 1, 2003, BFS US purchased 1,400,000 shares of Common Stock and warrants to purchase 700,000 shares of Common Stock in a Private Placement for a purchase price of $0.50 per unit, each unit being comprised of two shares of Common Stock and a warrant to purchase one share of Common Stock. On January 30, 2004, BFS US purchased 2,666,666 shares of Common Stock and warrants to purchase 5,333,332 shares of Common Stock in a Private Placement for a purchase price of $0.50 per unit, each unit being comprised of two shares of Common Stock and a warrant to purchase four shares of Common Stock. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons. (e) Not applicable. - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct. Dated as of: March 10, 2004 BFS US SPECIAL OPPORTUNITIES TRUST PLC By: /s/ Russell Cleveland ---------------------------------------- Russell Cleveland, Director - ------------------------------------------------------------------------------- Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No. 37941L107 13D Page 5 of 5 Pages ATTACHMENT 1 The name, business address, and principal occupation of the directors and executive officers of BFS US are as follows: DIRECTORS Name Business Address Principal Occupation Lord Lang of Monkton c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Russell Cleveland c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Ernest John Fenton c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Anthony Arthur Reid c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB William Weeks Vanderfelt c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB OFFICERS None -----END PRIVACY-ENHANCED MESSAGE-----