-----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, UH0kjwG4l2Xb4dPW1feNItW3nUbWqdb5OlUz8lg4qIE1jtZWs9JvAA0AvpuDcs0T XHoqpBfct19VyYYRljgWhg== 0000895813-97-000209.txt : 19970912 0000895813-97-000209.hdr.sgml : 19970912 ACCESSION NUMBER: 0000895813-97-000209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970910 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50777 FILM NUMBER: 97678557 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4515 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2129576600 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4515 CITY: NEW YORK STATE: NY ZIP: 10112 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 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. 2) Under the Securities Exchange Act of 1934 Sheffield Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 8212 3D309 (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) August 15, 1997 (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) CUSIP No. 8212 3D309 Schedule 13D (Amendment No. 2) 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 958,004 (See Item 5) (8) Shared Voting Power 0 (9) Sole Dispositive Power 958,004 (See Item 5) (10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 958,004 (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) 7.4% (See Item 5) 14) Type of Reporting Person CO Page 2 of 4 Pages SCHEDULE 13D AMENDMENT NO. 2 This Amendment No. 2 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. 2 amends and supplements the Statement on Schedule 13D and the Amendment No. 1 thereto relating to the common stock, par value $0.01 per share ("Common Stock"), of Sheffield Pharmaceuticals, Inc. (formerly Sheffield Medical Technologies 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 and the Amendment No. 1 thereto previously filed remain unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby amended by adding the following: (a) Without modifying the description set forth above in this Item 5(a), as of August 15, 1997, the Investors held (i) Series A Preferred Stock that was convertible into an aggregate of 782,141 shares of Common Stock and (ii) Warrants that were exercisable for an aggregate of 150,663 shares of Common Stock. Furthermore, as of August 15, the Investors were entitled to cumulative dividends of an aggregate of 25,200 shares of Common Stock upon conversion of the Series A Preferred Stock or exercise of the Warrants. Based on the Issuer s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 1997, there were 11,988,274 shares of Common Stock outstanding as of that date. Based on that number of shares and treating the shares of Common Stock underlying the Investors Series A Preferred Stock, Warrants and cumulative dividends as also being outstanding, Global would be deemed to be the beneficial owner of 7.4% of the Issuer s outstanding Common Stock. Item 5(c) is hereby amended to read as follows: (c) No transactions in Common Stock were effected by the Investors during the sixty (60) days prior to August 15, 1997. Page 3 of 4 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: September 9, 1997 GLOBAL CAPITAL MANAGEMENT, INC. By: /s/ John D. Brandenborg ----------------------------------- Name: John D. Brandenborg Title: Vice-President Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----