Schedule 13D

-----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, O5e9ZumwBFgaRnEU0DIpn0Y9EIEisYtMLa7gqA4khU2EaZ4lhMIFueuIlvoZCVYe +/PsXiJZDGYq41UC/YC8UQ== 0001193125-03-007824.txt : 20030602 0001193125-03-007824.hdr.sgml : 20030602 20030602172728 ACCESSION NUMBER: 0001193125-03-007824 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030602 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49607 FILM NUMBER: 03728753 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PILOTTE DAVID N CENTRAL INDEX KEY: 0001079325 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. )*

Axtive Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05462 R1 00

(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)

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 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 §240.13d-7(b) 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. 05462 R1 00 PAGE 2 OF 5 PAGES


1.	Name of Reporting Person, S.S. or I.R.S. Identification No. of above person David N. Pilotte

2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds* OO

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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

1,059,375

8. Shared Voting Power

9. Sole Dispositive Power

1,059,375

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,059,375

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

13.	Percent of Class Represented by Amount in Row (11) 5.3%

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 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202. The purpose of this Filing is to reflect the beneficial ownership of Common Stock by David N. Pilotte (the “Reporting Person”).

Item 2. Identity and Background.

(a)

David N. Pilotte

(b)

1445 Ross Avenue, Suite 4500, Dallas, Texas 75202

(c)

David N. Pilotte is the Executive Vice President and Chief Financial Officer of the Company.

(d)

David N. Pilotte has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

David N. Pilotte 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 him 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)

David N. Pilotte is a citizen of the United States.

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

On July 23, 2001, the Reporting Person was granted options to purchase 300,000 shares of Common Stock at an exercise price of $1.50 per share. The options vest in nine installments: options to purchase 75,000 shares of Common Stock became exercisable on September, 2001; options to purchase 28,125 shares of Common Stock became exercisable on November 1, 2002; options to purchase 28,125 shares of Common Stock became exercisable on February 1, 2003; options to purchase 28,125 shares of Common Stock became exercisable on May 1, 2003; options to purchase 28,125 shares of Common Stock will become exercisable on August 1, 2003; options to purchase 28,125 shares of Common Stock will become exercisable on November 1, 2003; options to purchase 28,125 shares of Common Stock will become exercisable on February 1, 2004; options to purchase 28,125 shares of Common Stock will become exercisable on May 1, 2004; and options to purchase 28,125 shares of Common Stock will become exercisable on August 1, 2004. Unless exercised, the options will expire on July 23, 2011. Accordingly, options to purchase 159,375 shares of Common Stock are reflected in the Reporting Person’s total beneficial ownership.

On May 23, 2003, the Reporting Person was granted options to purchase 1,350,000 shares of Common Stock at an exercise price of $0.10 per share. The options vest in three annual installments: options to purchase 900,000 shares of Common Stock became exercisable on May 23, 2003; options to purchase 225,000 shares of Common Stock will become exercisable on May 23, 2004; and options to purchase 225,000 shares of Common Stock will become exercisable on May 23, 2005. Unless exercised, the options will expire on May 23, 2013. Accordingly, options to purchase 900,000 shares of Common Stock are reflected in the Reporting Person’s total beneficial ownership.

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
David N. Pilotte		1,059,375		5.3	%

Includes options to purchase an aggregate of 1,059,375 shares of Common Stock, which are currently exercisable. The percentage calculation is based upon 19,039,622 shares of Common Stock outstanding on May 23, 2003, which is the number of shares of Common Stock reported in the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002, and filed with the Commission on November 14, 2002.

(b)

The Reporting Person has sole voting and dispositive power over 1,059,375 shares of Common Stock (which includes options to purchase an aggregate of 1,059,375 shares of Common Stock, which are currently exercisable).

(c)

See Item 3.

(d)

None.

(e)

Not applicable.

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

Not applicable.

Item 7. Material to be Filed as Exhibits.

Not applicable.

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.

June 2, 2003				/s/ DAVID N. PILOTTE
				David N. Pilotte, Individually

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