-----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, OZw7j7co+JRnbjwhiDhbtzr++H5khGXNftVFljazpfJ9OklG2IE34ng3AEG8quWy RDTe4e1s/WgOZHaBmZxpSQ== 0001144204-07-022115.txt : 20070502 0001144204-07-022115.hdr.sgml : 20070502 20070502114001 ACCESSION NUMBER: 0001144204-07-022115 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SP Holding CORP CENTRAL INDEX KEY: 0001014343 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582044990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47317 FILM NUMBER: 07809105 BUSINESS ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 BUSINESS PHONE: (206) 838-4670 MAIL ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 FORMER COMPANY: FORMER CONFORMED NAME: SPEEDCOM WIRELESS CORP DATE OF NAME CHANGE: 20001018 FORMER COMPANY: FORMER CONFORMED NAME: LTI HOLDINGS INC DATE OF NAME CHANGE: 19990813 FORMER COMPANY: FORMER CONFORMED NAME: LAMINATING TECHNOLOGIES INC DATE OF NAME CHANGE: 19960621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vicis Capital, LLC CENTRAL INDEX KEY: 0001341950 IRS NUMBER: 450538105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v073358_sc13-g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
SP Holding Corporation
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
 
78465L206
(CUSIP No.)
 
April 19, 2007
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
 
* 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 the disclosure provided in a prior cover page.
 
The information required in 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 (“Act”) 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
   
78465L206
 
         
             
(1)
 
Name of reporting person.
   
Vicis Capital LLC  
 
             
             
(2)
 
Check the appropriate box if a member of a group.
 
(a) o
(b) o
 
             
             
(3)
 
SEC use only.
       
             
             
(4)
 
Citizenship or place of organization.
   
Delaware
 
             
             
Number of shares
(5)
 
Sole voting power.
1,320,000
beneficially
(6)
 
Shared voting power.
None
owned by each
(7)
 
Sole dispositive power.
1,320,000
reporting
(8)
 
Shared dispositive power.
None
person with:
     
 
         
       
(9)
 
Aggregate amount beneficially owned by each reporting person.
1,320,000
       
     
 
(10)
  Check if the aggregate amount in Row (9) excludes certain shares.  o
 
           
         
 
(11)
 
Percent of class represented by amount in Row (9).
6.63%
           
         
 
(12)
 
Type of reporting person
IA
           
 
2

SCHEDULE 13G
VICIS CAPITAL LLC
SP HOLDING CORPORATION
 
Item 1.
     
       
 
(a)
 
Name of Issuer:
       
     
SP Holding Corporation
       
 
(b)
 
Address of Issuer’s Principal Executive Offices:
       
     
3317 Third Ave., South
     
Seattle, Washington 98134
       
Item 2.
     
       
 
(a)
 
Name of Person Filing:
       
     
Vicis Capital LLC
       
 
(b)
 
Address of Principal Business Office or, if none, Residence:
       
     
126 East 56th Street, Tower 56, Suite 700
     
New York, NY 10022
       
 
(c)
 
Citizenship:
       
     
Vicis Capital LLC is a Delaware limited liability company
       
 
(d)
 
Title of Class of Securities:
       
     
Common Stock, $0.001 par value per share
       
 
(e)
 
CUSIP No.:
       
     
78465L206

 
3

Item 3.
 
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
 
 
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
 
 
(d)
o
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
 
 
 
 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
 
 
 
 
(g)
o
A parent holding company or control plan, in accordance with §240.13d-1(b)(1)(ii)(G). (Note: See Item 7).
 
 
 
 
 
(h)
o
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
 
 
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
 
 
 
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4.
 
Ownership.
     
 
(a)
Amount Beneficially Owned:
     
   
1,320,000 shares may be deemed beneficially owned within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by Vicis Capital LLC by virtue of its investment discretion and voting authority granted by Vicis Capital Master Fund, which may be revoked at any time. Vicis Capital LLC disclaims beneficial ownership of any shares reported on this Schedule.
 
 
4

 
 
(b)
Percent of Class:
     
 
 
6.63%. Based upon 19,912,664 shares outstanding at March 28, 2007, as reported by SP Holding Corporation in its 10-KSB for the year ended December 31, 2006.
 
 
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
 
 
 
 
 
 
(i)
Sole power to vote or to direct the vote
 
 
 
 
 
 
 
 
 
1,320,000 shares.
         
 
 
 
(ii)
Shared power to vote or to direct the vote
         
 
 
 
 
None.
         
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
         
 
 
 
 
1,320,000 shares.
         
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
         
 
 
 
 
None.

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Vicis Capital Master Fund, a client of Vicis Capital LLC, a registered investment adviser, owns all the shares included on this schedule and has the right to receive or the power to direct the receipt of dividends and proceeds from the sale of all the shares included on this Schedule.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
 Not applicable.
 
5

   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
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: May 2, 2007.
 
     
  VICIS CAPITAL LLC
 
 
 
 
 
 
  By:   /s/ Keith W. Hughes
 
Chief Financial Officer
 
 
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