Washington, D.C. 20549
(Amendment No. 5)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Item 1. Security and Issuer
The securities to which this Schedule 13D (the “Schedule”) relates are shares of common stock, par value $0.001 per share (the “Common Stock”), of Ambient Corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 7 Wells Avenue, Newton, Massachusetts 02459.
Item 2. Identity and Background
| | (a) | The name of the reporting person is Vicis Capital LLC (“Vicis”). All 1,383,208,414 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 1,383,208,414 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 Vicis Capital Master Fund (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 1,338,208,414 shares of Common Stock and certain warrants (as defined below) to purchase in the aggregate 45,503,388 shares of Common Stock.
On December 30, 2010, the Fund and the Issuer amended that certain Securities Purchase Agreement, as amended (the “Amended Securities Purchase Agreement”) dated November 16, 2009. Pursuant to the Amended Securities Purchase Agreement, the Issuer effected a drawdown of the entire $5,000,000 remaining in an escrow account established by the Fund. In consideration thereof, the Issuer issued to the Fund 50,000,000 shares of the Issuer’s Common Stock and a warrant to purchase an additional 50,000,000 shares of the Issuer’s Common Stock at an exercise price of $0.20 per share (the “Series G Warrant” and together with the warrants described above, the “Warrants”)
The terms of each of the Issuer’s Warrants held by the Fund contain a conversion cap that prevent the Fund from exercising an amount of such Warrant to the extent the Fund would beneficially own (i) greater than 4.99% of the outstanding Common Stock, and (ii) greater than 9.99% of the outstanding Common Stock. Each Warrant, however, allows the Fund to waive such conversion cap upon 61 days’ prior notice and thereby obtain the ability to exercise such Warrant without the limitation imposed by the applicable conversion cap. The Fund has not provided such notice with respect to any of the Warrants and therefore the Fund is not deemed to beneficially own any of the shares of Common Stock underlying the Warrants.
As a result of the foregoing transactions, when the 50,000,000 shares of Common Stock acquired by the Fund in partial consideration of the Issuer’s $5,000,000 drawdown are aggregated with the 1,388,208,414 of Common Stock previously acquired by the Fund, Vicis may be deemed to beneficially own 1,388,208,414 shares of Common Stock.
Item 4. Purpose of Transaction.
Vicis, on behalf of the Fund, acquired the Common Stock and the Warrants for investment purposes in the ordinary course of its business pursuant to specified investment objectives of the Fund.
In connection with a July 31, 2007 purchase by the Fund from the Issuer of a certain Senior Secured Convertible Promissory Note, the Fund acquired the right, until such time as the Fund’s fully diluted ownership of the Issuer is less than 10%, to designate one member of the Issuer’s Board of Directors, or, in the event that the number of directors on the Issuer’s Board of Directors is greater than five (5), the right to designate the number of members of the Issuer’s Board of Directors equal to the product (such product rounded up) of (x) the Fund’s fully diluted ownership of the Issuer, multiplied by (y) the total number of directors of the Issuer. The Fund designated Shad Stastney as its designee pursuant to this right, and Mr. Stastney was elected a director of the Issuer at the Issuer’s Annual Meeting of Stockholders held on June 27, 2008. Information regarding Mr. Stastney and his 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 currently a director of several public companies.
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 of the Act, 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 1,388,208,414 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 1,388,208,414 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 1,388,208,414 shares of Common Stock represent approximately 84.2% of the Issuer’s outstanding Common Stock (based upon 1,598,285,354 shares of Common Stock outstanding at November 8, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 8, 2010 plus 50,000,000 additional shares of Common Stock issued to the Fund in connection with the Issuer’s final $5,000,000 drawdown pursuant to the Second Amended Securities Agreement, and 1,388,208,414 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 within the 60 days preceding the date of this Schedule. |
(d) Not applicable.
(e) Not applicable.
| 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 No. | Description |
| | |
| Exhibit A | Form of Series G Warrant to Purchase Shares of Common Stock of Ambient Corporation (incorporated herein by reference to Exhibit 4.1 to Form 10-Q filed by Ambient Corporation on November 16, 2009). |
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.
January 4, 2011
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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. 