-----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, Brtcrg5yGzCuimslISooBCAr/gdmeciUN4NHQJ4mBX5vfSS6xu0QNL6srNV21i4g nCneIpeuRqGMPlgwEXSwdg== 0000895813-98-000035.txt : 19980116 0000895813-98-000035.hdr.sgml : 19980116 ACCESSION NUMBER: 0000895813-98-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980115 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTV INC /DE/ CENTRAL INDEX KEY: 0000854152 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942907258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41394 FILM NUMBER: 98507020 BUSINESS ADDRESS: STREET 1: 1270 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122622571 MAIL ADDRESS: STREET 1: 12270 AVE OF THE AMERICAS #2401 STREET 2: 12270 AVE OF THE AMERICAS #2401 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CAPITAL MANAGEMENT INC/MN CENTRAL INDEX KEY: 0001034884 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55305 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONK STATE: MN ZIP: 55305 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 ACTV, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 0008 8E112 (CUSIP Number) Richard J. Emmerich Global Capital Management, Inc. 601 Carlson Parkway Suite 200 Minnetonka, Minnesota 55305 (612) 476-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (continued on following pages) Page 1 of 6 Pages CUSIP No. 0008 8E112 Schedule 13D (Amendment No. 3) 1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons Global Capital Management, Inc./FEIN 41-1625323 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 Item 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 762,605 (See Item 5) (8) Shared Voting Power 0 (9) Sole Dispositive Power 762,605 (See Item 5) (10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 762,605 (See Item 5) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 5.0% (See Item 5) 14) Type of Reporting Person CO Page 2 of 6 Pages SCHEDULE 13D AMENDMENT NO. 3 This Amendment No. 3 to the Statement on Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. This Amendment No. 3 amends and supplements the Statement on Schedule 13D, as subsequently amended (the "Schedule 13D"), relating to the common stock, par value $0.10 per share ("Common Stock"), of ACTV, Inc., a Delaware corporation (the "Issuer"), previously filed by Global Capital Management, Inc., a Delaware corporation ("Global"). Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 13D. Except as amended herein, the Schedule 13D previously filed remains unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby amended by adding the following: (a) Without giving effect to the limitation described in Item 5(a) of the Schedule 13D: (1) As of January 6, 1998, Global was the beneficial owner of 802,924 shares of Common Stock (by reason of the Investors' i) right to exchange their Preferred Stock for 761,942 shares of Common Stock and ii) holdings of 40,982 shares of Common Stock). Based upon the Issuer's Form 10-Q for the quarter ended September 30, 1997, the Issuer had 14,434,612 shares of Common Stock outstanding as of November 13, 1997. Treating as also outstanding the 761,942 shares of Common Stock for which the Investors' Preferred Stock was exchangeable, Global would have been deemed as of January 6, 1998 to be the beneficial owner of 5.3% of the Issuer's outstanding Common Stock. (2) As of the date hereof, Global is the beneficial owner of 762,605 shares of Common Stock (by reason of the Investors' i) right to exchange their Preferred Stock for 762,523 shares of Common Stock and ii) holdings of 82 shares of Common Stock). Based upon the Issuer's Form 10-Q for the quarter ended September 30, 1997, the Issuer had 14,434,612 shares of Common Stock outstanding as of November 13, 1997. Treating as also outstanding the 762,523 shares of Common Stock for which the Investors' Preferred Stock is exchangeable, Global would be deemed as of the date hereof to be the beneficial owner of 5.0% of the Issuer's outstanding Common Stock. Item 5(c) is hereby amended by adding the following: Page 3 of 6 Pages (c) Schedule A describes each transaction in Common Stock effected by the Investors during the sixty (60) days prior to January 6, 1998 and the date hereof. The sales of Common Stock described in Schedule A occurred on the Boston Stock Exchange. Page 4 of 6 Pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 12, 1998 GLOBAL CAPITAL MANAGEMENT, INC. By: /s/ John D. Brandenborg ------------------------------ Name: John D. Brandenborg Title: Vice-President Page 5 of 6 Pages SCHEDULE A ---------- Transaction Transacting Date Party Transaction Quantity Price ----------- ----------- ----------- -------- ----- 1/5/98 Global Conversion 99,554 n/a Bermuda of 4,000 Limited shares of 5% Partnership Cumulative Convertible Preferred Stock into Common Stock 1/5/98 Global Sell 40,000 $1.851 Bermuda Limited Partnership 1/6/98 Global Conversion 48,890 n/a Bermuda of 2,000 Limited shares of 5% Partnership Cumulative Convertible Preferred Stock into Common Stock 1/6/98 Global Sell 67,500 $1.984 Bermuda Limited Partnership 1/7/98 Global Sell 11,000 $1.727 Bermuda Limited Partnership 1/8/98 Global Sell 14,000 $1.688 Bermuda Limited Partnership 1/9/98 Global Sell 15,900 $1.738 Bermuda Limited Partnership Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----