UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
OmniReliant Holdings, Inc.
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(Name of Issuer)
Common Stock, $0.00001 par value per share
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(Title of Class of Securities)
68215T104
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(CUSIP Number)
Shad Stastney
Vicis Capital LLC
445 Park Avenue, Suite 1901
New York, NY 10022
(212) 909-4600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2010
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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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
CUSIP No. 68215T104
| | | |
| 1) | Name of Reporting Persons. | |
| | I.R.S. Identification Nos. of above persons (entities only). | |
| | | |
| | Vicis Capital LLC | |
| | | |
| | 45-0538105 | |
| | | |
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) [ ] | |
| | (b) [ ] | |
| | | |
| 3) | SEC Use Only | |
| | | |
| 4) | Source of Funds (See Instructions) | |
| | | |
| | OO — funds of its advisory client | |
| | | |
| 5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | [ ] |
| | | |
| 6) | Citizenship or Place of Organization | |
| | | |
| | Delaware | |
| | | |
| | | 7) | Sole voting power | |
| | | | 308,502,441 | |
| | Number of | | | |
| | Shares | 8) | Shared voting power | |
| | Beneficially | | 0 | |
| | Owned by | | | |
| | Each Reporting | 9) | Sole dispositive power | |
| | Person | | 308,502,441 | |
| | With | | | |
| | | 10) | Shared dispositive power | |
| | | | 0 | |
| | | |
| 11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |
| | | |
| | 308,502,441 | |
| | | |
| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | [ ] |
| | | |
| 13) | Percent of Class Represented by Amount in Row (11) | |
| | | |
| | 93.7% | |
| | | |
| 14) | Type of reporting person (See Instructions) | |
| | | |
| | IA | |
| Item 1. | Security and Issuer |
The securities to which this Schedule 13D (the “Schedule”) relates are shares of common stock, par value $0.00001 per share (the “Common Stock”), of OmniReliant Holdings, Inc. (the “Issuer”). The address of the Issuer’s principal executive offices is 14375 Myerlake Circle, Clearwater, FL 33760.
| Item 2. | Identity and Background |
| | (a) | The name of the reporting person is Vicis Capital LLC (“Vicis”). All 308,502,441 shares reported on this Schedule are held directly by Vicis Capital Master Fund (the “Fund”), for which Vicis acts as investment advisor. Vicis may be deemed to beneficially own such 308,502,441 shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of the voting and dispositive power over such shares granted by the Fund to Vicis. |
| | (b) | The address of Vicis is 445 Park Avenue, Suite 1901, New York, NY 10022. |
| | (c) | Vicis is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that provides investment advisory services to the Fund. |
| | (d) | Vicis has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| | (e) | Vicis has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) | Vicis Capital LLC is a limited liability company organized under the laws of the state of Delaware. |
Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each member of Vicis (the “Insiders”):
Members of Vicis Capital LLC
| Name | Occupation |
| | |
| Shad Stastney | Member and Chief Operating Officer |
| | |
| John Succo | Member and Chief Investment Officer |
| | |
| Sky Lucas | Member and Head of Global Convertible Arbitrage |
The business address of each of the Insiders is 445 Park Avenue, Suite 1901, New York, NY 10022. To Vicis’s knowledge, each of the Insiders is a United States citizen, and none of the Insiders has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Insider been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Fund previously acquired 138,502,441 shares of Common Stock and a warrant to purchase 97,606,276 shares of Common Stock (the “2009 Warrant”), with respect to which 70,000,000 shares of Common Stock underlying the 2009 Warrant have not yet been exercised.
On June 30, 2010, the Fund and the Issuer entered into a securities purchase agreement whereby the Fund acquired (a) 5,000,000 shares of the Issuer’s Series G Convertible Preferred Stock, convertible into 50,000,000 shares of Common Stock and having a mandatory redemption date of June 30, 2013 (the “Series G Preferred Stock”) and (b) a warrant to purchase 50,000,000 shares of Common Stock that is exercisable immediately (such warrant together with the 2009 Warrant, the “Warrants”), in exchange for (x) the surrender of a bridge note issued by the Issuer on June 4, 2010 having a principal amount of $1,500,000 and (y) $3,500,000 cash.
In the past 60 days, the Fund has not acquired any additional shares of Common Stock. As a result, Vicis is deemed to beneficially own 308,502,441 shares of Common Stock.
| Item 4. | Purpose of Transaction. |
The Fund is deemed to own approximately 93.7% of the Issuer’s outstanding Common Stock. Vicis, on behalf of the Fund, acquired the Common Stock for investment purposes in the ordinary course of its business pursuant to specified investment objectives of the Fund.
Pursuant to the Certificate of Designations designating the terms of the Series G Preferred Stock, the holders of the Series G Preferred Stock are entitled to elect two directors to the Issuer’s Board of Directors. The Fund, as the sole holder of the Series G Preferred Stock, intends to elect (but has not yet elected) Shad Stastney and Keith Hughes to the Issuer’s Board pursuant to such right. Information regarding Messrs. Stastney and Hughes and their experience and qualifications is provided below.
Mr. Stastney is the Chief Operating Officer and Head of Research for Vicis Capital LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of Credit Suisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equity capital markets. In 1997, he joined Credit Suisse First Boston’s then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was an associate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from the University of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax law. Mr. Stastney is a director of The Amacore Group, Inc., Ambient Corporation, China Hydroelectric Corporation, China New Energy Group Company and Master Silicon Carbide Industries, Inc.
Mr. Hughes is the Chief Financial Officer of Vicis. He is a Certified Public Accountant and graduated from St. John’s University in 1978 with a B.A. in Accounting. Mr. Hughes joined Vicis in January 2006 from International Fund Services, the fund administrator, where he was a Managing Director in Operations since 2001. From 1998 to 2001, he has held various financial roles with hedge funds including treasurer, controller and chief financial officer. From 1986 to 1998 Mr. Hughes worked at the Union Bank of Switzerland (UBS) where he was a Managing Director and the Equity Controller for North America. Previous to UBS, Mr. Hughes worked at Dean Witter, Merrill Lynch and McGladrey & Pullen, LLP. Mr. Hughes is a director of The Amacore Group, Inc.
Vicis and representatives of Vicis and the Fund have had discussions with senior management of the Issuer and may in the future have such discussions concerning ways in which the Issuer could maximize shareholder value.
Except as set forth in this Item 4, Vicis has no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, but will continue to review this position based upon further developments.
As permitted by law, Vicis may purchase shares of Common Stock or other securities convertible, exchangeable or exercisable into Common Stock or dispose of any or all of such securities from time to time in the open market, in privately negotiated transactions, or otherwise, depending upon future evaluation of the Issuer and upon other developments, including general economic and stock market conditions.
| Item 5. | Interest in Securities of the Issuer |
| | (a) | All 308,502,441 shares reported on this Schedule are held directly by Vicis Capital Master Fund, for which Vicis Capital LLC acts as investment advisor. Vicis Capital LLC may be deemed to beneficially own such 308,502,441 shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of the voting and dispositive power over such shares granted by Vicis Capital Master Fund to Vicis Capital LLC. The voting and dispositive power granted to Vicis Capital LLC by Vicis Capital Master Fund may be revoked at any time. Vicis Capital LLC disclaims beneficial ownership of any shares reported on this Schedule. |
The foregoing 308,502,441 shares of Common Stock represent approximately 93.7% of the Issuer’s outstanding Common Stock (based upon 159,073,323 shares of Common Stock outstanding at May 14, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC for the period ended March 31, 2010 plus 120,000,000 shares of Common Stock still underlying the Warrants, 50,000,000 shares of Common Stock underlying the Series G Preferred Stock and 308,502,441 shares of Common Stock deemed to be beneficially owned by Vicis).
| | (b) | For information on voting and dispositive power with respect to the above-listed shares, see Items 7-10 of the Cover Pages. |
| | (c) | Except as disclosed in Item 3 of this Schedule, Vicis has not effected any transaction in the Common Stock in the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.
| Item 7. | Material to Be Filed as Exhibits |
Exhibit | Description |
| A | Securities Purchase Agreement dated as of June 30, 2010 by and between OmniReliant Holdings, Inc. and Vicis Capital Master Fund (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
| B | Form of Series G Warrant to Purchase Common Stock of OmniReliant Holdings, Inc. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
| C | Registration Rights Agreement dated as of June 30, 2010 by and between OmniReliant Holdings, Inc. and Vicis Capital Master Fund (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
| D | Security Agreement dated as of June 30, 2010 by and between OmniReliant Holdings, Inc. and Vicis Capital Master Fund (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
| E | Guarantor Security Agreement dated as of June 30, 2010 by and among Omniresponse, Inc., OmniReliant Acquisition Sub, Inc., Designer Liquidator, Inc., OmniResponse Cleaning Solutions, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc., OmniReliant Corp., and Vicis Capital Master Fund (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
| F | Guaranty Agreement dated as of June 30, 2010 by and among Omniresponse, Inc., OmniReliant Acquisition Sub, Inc., Designer Liquidator, Inc., OmniResponse Cleaning Solutions, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc., OmniReliant Corp., and Vicis Capital Master Fund (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed by OmniReliant Holdings, Inc. on July 6, 2010). |
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.
July 7, 2010
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Date
/s/ Andrew Comito
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Signature
Andrew Comito, Compliance Officer*
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Name/Title
*Executed pursuant to the authorization of the members of Vicis Capital LLC attached as Attachment A to the Schedule 13D/A previously filed with the SEC by Vicis Capital LLC with respect to the Amacore Group, Inc. on October 1, 2009.
