SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
37941L107
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(CUSIP Number)
Russell Cleveland
8080 N. Central Expressway, Suite 210, LB-59
Dallas, TX 75206-1857
214-891-8294
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 29, 2004
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(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)
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(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
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Growth & Income Fund III, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
10,099,999
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
10,099,999
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,099,999
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.02%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 37941L107 13D Page 3 of 5 Pages
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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.
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Item 2. Identity and Background.
(a) This statement is filed by Renaissance Capital Growth and Income
Fund III, Inc. ("Renaissance III" or "Reporting Person").
(b) Renaissance III is a business development company regulated under the
Investment Company Act of 1940, as amended, and organized under the laws of the
State of Texas, with its principal business and principal office at 8080 N.
Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857.
The business addresses of the directors and executive officers of the
Reporting Persons are set forth on Attachment 1 to this Statement and
incorporated herein by reference.
(c) Renaissance III is engaged in the business of investing principally
in emerging or undervalued U.S. public 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 and executive officers of Renaissance III are
citizens of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the Date of Event which required the filing of this Statement,
Renaissance III 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 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 5,333,333 shares of Common Stock in a
Private Placement in January 2004.
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Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership of the Common Stock
reported in Item 5(a) both 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
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Item 5. Interest in Securities of the Issuer.
(a) Under SEC rules and as of the date of this filing, Renaissance III
beneficially owns 10,099,999 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 Renaissance
III are comprised of 4,066,666 shares of Common Stock and 6,033,333 shares of
Common Stock issuable upon the exercise of warrants.
(b) Number of shares of Common Stock as to which Renaissance III has:
(i) Sole power to vote or to direct the vote of: 10,099,999
(ii) Shared power to vote or to direct the vote of: None
(iii) Sole power to dispose or to direct the disposition of: 10,099,999
(iv) Shared power to dispose or to direct the disposition of: None
(c) On December 1, 2003, Renaissancce III 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, Renaissance III purchased 2,666,667 shares of
Common Stock and warrants to purchase 5,333,334 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.
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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 9, 2004
Renaissance Capital Growth & Income Fund III, Inc.
By: /s/ Russell Cleveland
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Russell Cleveland, President
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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 Renaissance III are as follows:
DIRECTORS
Name Business Address Principal Occupation
Edward O. Boshell, Jr. c/o RENN Capital Group, Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Russell Cleveland c/o RENN Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Peter Collins c/o RENN Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Ernest C. Hill c/o RENN Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Charles C. Pierce, Jr. c/o RENN Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
OFFICERS
Name Business Address Principal Occupation
Russell Cleveland c/o RENN Capital Group, Inc. President and Chief
8080 North Central Expressway Executive Officer
Suite 210, LB-59
Dallas, TX 75206-1857
John A. Schmit c/o RENN Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o RENN Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o RENN Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857