-----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, Laz+cudB5HKzbNFLsQ6gzL8T4BQ1AN/pj0HlVd4CaeYaFvsTKxWJ6x0aPQak2xBS jCe8oyZBk+kIB/aZyo7cBQ== 0001240085-04-000005.txt : 20040302 0001240085-04-000005.hdr.sgml : 20040302 20040302153442 ACCESSION NUMBER: 0001240085-04-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040226 FILED AS OF DATE: 20040302 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCA STRATEGIC INVESTMENT FUND LTD CENTRAL INDEX KEY: 0001074482 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20995 FILM NUMBER: 04642682 BUSINESS ADDRESS: STREET 1: C/O PRIME MANAGEMENT LIMITED STREET 2: MECHANICS BLDG 12 CHURCH ST HM11 CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 442950329 MAIL ADDRESS: STREET 1: C/O PRIME MANAGEMENT LTD STREET 2: MECHANICS BLDG 12 CHURCH ST HM11 CITY: HAMILTON STATE: D0 ZIP: HM 11 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-02-26 0 0001015172 AXTIVE CORP AXTC 0001074482 GCA STRATEGIC INVESTMENT FUND LTD C/O PRIME MANAGEMENT LTD 12 CHURCH ST MECHANICS BLDG. HAMILTON D0 HM 11 BERMUDA 0 0 1 0 Common Stock, $0.01 par value 2004-02-26 2004-02-26 4 C 0 8695951 0.0769 A 9406730 D Common Stock, $0.01 par value 2004-02-26 2004-02-26 4 C 0 1129998 1 A 10536728 D Warrant to Purchase Common Stock 1.1 2004-02-26 2004-02-26 4 C 0 3342315 0 D 2003-12-15 2008-12-15 Common Stock, $0.01 par value 3342315 0 D Series A Convertible Preferred Stock, $0.01 par value 1 2004-02-26 2004-02-26 4 C 0 750 1000 D 2003-04-01 1988-08-08 Common Stock, $0.01 par value 864998 0 D Series A Convertible Preferred Stock, $0.01 par value 1 2004-02-26 2004-02-26 4 C 0 250 1000 D 2003-05-23 1988-08-08 Common Stock, $0.01 par value 265000 0 D Warrant to Purchase Common Stock 2 2004-02-26 2004-02-26 4 J 0 150000 0 D 2004-04-01 2006-04-01 Common Stock, $0.01 par value 150000 0 D Warrant to Purchase Common Stock 2 2004-02-26 2004-02-26 4 J 0 50000 0 D 2005-05-23 2007-05-23 Common Stock, $0.01 par value 50000 0 D Refects conversion of 12% Promissory Note in original principal amount of $668,463 and Warrant to Purchase Common Stock on February 26, 2004. The exact purchase price per share recorded was $0.07687. See footnote (4). All Common Stock numbers, common stock prices, and Preferred Stock conversion price have been adjusted to reflect the issuer's 1-for-10 reverse stock split effective on December 23, 2003. Reflects the automatic conversion of 1,000 shares of Preferred Stock directly owned by the reporting person based on the conversion price of $1.00. 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. The conversion reflects accrued, but unpaid dividends of $153.33 per share with respect to 750 shares of Preferred Stock and $60.00 per share with respect to 250 shares of Preferred Stock. The reporting person acquired the warrant from the issuer in connection with a private placement on December 15, 2003, of a 12% Promissory Note in the original principal amount of $668,463. The warrant and the note were converted into shares of the issuer's Common Stock pursuant to a private placement on February 26, 2004. See footnote (3). See footnote (3). The warrants, which were issued in connection with the purchase of Preferred Stock, were waived and terminated by the reporting person effective as of February 26, 2004 in connection with the automatic conversion of the Preferred Stock and the issuer's private placement of Common Stock on February 26, 2004. See footnote (7). GCA Strategic Investment Fund Limited by Michael Brown, Director 2004-03-01 -----END PRIVACY-ENHANCED MESSAGE-----