-----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, Mh/vc5rZcvF7RNyKo44/JXAFkaNJSDzzwn28KK7cXVHWaPleRjmRCd1urucNpm0x dHpXOpnCm7dp5InpJTasUA== 0001144204-07-021820.txt : 20070501 0001144204-07-021820.hdr.sgml : 20070501 20070501124130 ACCESSION NUMBER: 0001144204-07-021820 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070501 DATE AS OF CHANGE: 20070501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STONEPATH GROUP INC CENTRAL INDEX KEY: 0001093546 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 650867684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60393 FILM NUMBER: 07804633 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER WEST STREET 2: 2200 ALASKAN WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: (206) 336-5400 MAIL ADDRESS: STREET 1: WORLD TRADE CENTER WEST STREET 2: 2200 ALASKAN WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: NET VALUE HOLDINGS INC DATE OF NAME CHANGE: 19991006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN CENTRAL INDEX KEY: 0001372509 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212 247 0581 MAIL ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13D/A 1 v073234_sc13d-a.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________
 
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. 3) 1
 
 
Stonepath Group, Inc.

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
861837102

(CUSIP Number)
 
Gary Herman
c/o Strategic Turnaround Equity Partners, L.P. (Cayman)
720 Fifth Avenue, 10th Floor
New York, New York 10019
(212) 247-0581

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2007

(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(c), 13d-1(f) or 13d-1(g), check the following box.  X
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
 
See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
 

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 the disclosures 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 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).
 
(Continued on following pages)


 
CUSIP No. 861837102
13D
   
 
1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic Turnaround Equity Partners, L.P. (Cayman)     98-0498777
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)o
(b) X
3
SEC USE ONLY
 
4
SOURCE OF FUNDS *
WC
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or   2 (e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
3,955,590
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0
PERSON WITH
10
SHARED DISPOSITIVE POWER
3,955,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,955,590 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.00% (1)
14
TYPE OF REPORTING PERSON
PN
 
(1)  
On the basis of 43,777,151 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
CUSIP No. 861837102
13D
     
 
1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galloway Capital Management LLC  90-0000838
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)o
(b) X
3
SEC USE ONLY
 
4
SOURCE OF FUNDS *
N/A
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
3,955,590
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0
PERSON WITH
10
SHARED DISPOSITIVE POWER
3,955,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,955,590 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.00% (1)
14
TYPE OF REPORTING PERSON
OO
 
(1)  
On the basis of 43,777,151 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 


CUSIP No. 861837102
13D
      
 
1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary L. Herman N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o
(b) X
3
SEC USE ONLY
 
4
SOURCE OF FUNDS *
PF
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
7
SOLE VOTING POWER
60,000(1)
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
3,955,590
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
60,000(1)
PERSON WITH
10
SHARED DISPOSITIVE POWER
3,955,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,015,590 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.17% (2)
14
TYPE OF REPORTING PERSON
IN
 
(1)  
This includes 30,000 shares of common stock held by the Gary Herman, IRA.
 
 
(2)
On the basis of 43,777,151 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 


CUSIP No. 861837102
13D
    
 
1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce Galloway N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o
(b) X
3
SEC USE ONLY
 
4
SOURCE OF FUNDS *
PF
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
7
SOLE VOTING POWER
864,199(1)
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
3,955,590
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
864,199 (1)
PERSON WITH
10
SHARED DISPOSITIVE POWER
3,955,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,819,789 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.00% (2)
14
TYPE OF REPORTING PERSON
IN
 
(1)  
This includes 748,749 shares of common stock held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares of common stock owned by Mr. Galloway’s children, Justin and Alana, for which Mr. Galloway has the power to vote and dispose and 60,450 by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains full investment and voting discretion.
 
(2)  
On the basis of 43,777,151 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
Item 1.
Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, no par value, (the “Common Stock”) of Stonepath Group, Inc., a Delaware corporation, (the “Company”). The principal executive offices of the Company are located at World Trade Center, 2200 Alaskan Way, Suite 200, Seattle, WA 98121.
 
Item 2.
Identity and Background.
 
This statement is being filed jointly by Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman (collectively, the “Reporting Persons”).

Strategic Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability partnership and is a fund focused on investing primarily in undervalued public equities. Galloway Capital Management LLC is a Delaware limited liability company principally engaged in serving as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce Galloway are citizens of the United States, managing members of Galloway Capital Management LLC and Mr. Galloway is a holder of the majority of the membership interests in Galloway Capital Management LLC, and is a holder of the majority of the partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman)
 
The name and positions of the executive officers and directors of each of the Reporting Persons are set forth below. Other than as listed in Item 5 of this Report, each executive officer and director listed below disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons.
 
Strategic Turnaround Equity Partners, L.P. (Cayman)
Cayman Islands limited partnership
General Partner - Galloway Capital Management LLC
   
Galloway Capital Management LLC
Delaware limited liability company
 
Managing Member - Gary L. Herman
 
Managing Member - Bruce Galloway
   
Bruce Galloway
Citizenship - United States
 
Managing Member - Galloway Capital Management LLC
 
Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman)
   
Gary L. Herman
Citizenship - United States
 
Managing Member - Galloway Capital Management LLC
 
Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman)
   
The address of the principal business office of Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720 Fifth Avenue, 10th Floor, New York, New York 10019.
 
During the last five years, neither the Reporting Persons nor any executive officer or director of the Reporting Persons have (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any 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 shares of Common Stock owned directly and indirectly by the Reporting Persons were purchased with working capital of Strategic Turnaround Equity Partners, L.P (Cayman) and the personal investment capital of Messrs. Galloway and Herman.
 
Item 4.
Purpose of Transaction.
 
All of the shares of Common Stock reported herein were acquired for investment purposes. On each of the following dates and at the following prices per share, Strategic Turnaround Equity Partners, L.P. (Cayman) made purchases or dispositions of Common Stock on the open market with its working capital:
 
Date
Number of Shares Acquired (Disposed)
Price Per Share
3/29/07
30,000
$0.1998
3/30/07
30,000
$0.2000
4/05/07
99,100
$0.1300
4/18/07
(145,400)
$0.1142
           
         
          
         
          
         
           
           
          
          
          
         
         
          
          
 
Other than as set forth below, the Reporting Persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Report.
 
On Mayl 1 2007, the Reporting Persons sent a letter to the Board of Directors seeking the resignation of the current board members and seeking to appoint a slate of directors recommended by the two largest equity shareholders. In addition, the Reporting Persons asked how management will respond to the default letters, and what proactive steps management is undertaking to seek financing alternatives for the company. A copy of the letter is attached as Exhibit 1.
 
Item 5.
Interest in Securities of the Issuer.
 
(a) and (b)
 
As of the date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC (as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman)), Bruce Galloway and Gary L. Herman (as a Managing Members of Galloway Capital Management LLC) are deemed to beneficially own an aggregate of 3,955,590 shares of Common Stock, representing approximately 9.00% of the number of shares of Common Stock stated to be outstanding by the


 
Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006. Strategic Turnaround Equity Partners, L.P. (Cayman) is deemed to be the direct beneficial owner of 3,955,590 shares of Common Stock. Galloway Capital Management LLC is deemed to be the indirect beneficial owner of 3,955,590 shares of Common Stock. Bruce Galloway and Gary L. Herman are deemed to be the indirect beneficial owners of 3,941,890 shares of Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for (i) the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being members of Galloway Capital Management LLC, and (iii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman). Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock.

Of the total 864,199 shares of common stock directly held by Mr. Galloway, 748,740 are held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares of common stock are owned by Mr. Galloway’s children, Justin and Alana, for which Mr. Galloway has the power to vote and dispose, and 60,450 shares of common stock are held by RexonGalloway Capital Growth, an investment company in which Mr. Galloway is a member ("RexonGalloway") and for which Mr. Galloway retains full investment and voting discretion.
 
Gary L. Herman directly beneficially owns 60,000 shares of common stock, 30,000 shares of which are held individually and 30,000 shares are held through the Gary Herman, IRA.
 
(c)
 
Other than as set forth in this Report, the Reporting Persons and the executive officers and directors listed in Item 2 have not effected any transactions in the shares of the Company’s equity securities within the past 60 days.
 
(d) 
 
Not applicable.
 
(e) 
 
Not applicable.


 
Item 6.
Contracts, Arrangements, Understandings or Relationships With the Issuer.
 
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 1 is a letter to the Board of Directors dated May 1, 2007.

 
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.
 
Strategic Turnaround Equity Partners, L.P. (Cayman)
 
May 1, 2007
By:  /s/ Gary Herman

Name: Gary Herman
Title:  Managing Member of Galloway Capital
Management LLC, the General Partner of Strategic
Turnaround Equity Partners, L.P. (Cayman)
 
 
Galloway Capital Management, LLC
 
May 1, 2007
By:  /s/ Bruce Galloway

Name: Bruce Galloway
Title: Managing Member
 
 
/s/ Gary L. Herman

Gary L. Herman
May 1, 2007
 
/s/ Bruce Galloway

Bruce Galloway
May 1, 2007
 
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 

EX-99 2 corresp.htm
Strategic Turnaround Equity Partners, LP (Cayman)
c/o Galloway Capital Management, LLC
720 Fifth Avenue, 10th Floor
New York, NY 10019



April 30, 2007


By Overnight Mail, E-mail
and Facsimile ((206) 336-5401)

Board of Directors
Stonepath Group, Inc.
World Trade Center
2200 Alaskan Way, Suite 200
Seattle, WA 98121
Martin Mueller-Roenheld, Chairman

Dear Mr. Mueller-Roenheld and Members of the Board:

As you know, our fund, Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates are significant shareholders of Stonepath Group, Inc. (“Stonepath” or the “Company”).

Based on your recent 8-K filing in regard to the default letter you received from Mass Financial Group (“Mass Financial”), we must surmise at this point that Mass Financial does not intend to move forward with the intended financing as contemplated in the Letter of Intent dated February 9, 2007 and filed in an 8K with the Securities & Exchange Commission on that same date. At this point, what is the intention of the Board and management to cure the default, and what pro-active initiatives are you undertaking on behalf of the Company and its shareholders?

As stated in a previous letter which we sent to the Company, as a condition of the Letter of Intent with Mass Financial, the Company took the necessary steps for all of the former members of the Board to resign and be replaced by individuals appointed at the recommendation of Mass Financial. Their appointment was a condition to a transaction which apparently is not proceeding. The rationale for their continuing to act as directors, to the extent that there was ever a valid reason for packing the Board with, as we believe, conflicted members, is severely undercut.

We believe that these current board members have a limited ability to exercise independent judgment to evaluate a transaction or other alternatives that considers the interests of all of the security holders, including the equity shareholders of the Company.

 
 

 

We strongly believe that you, Mr. Slobodan Andjic and Mr. Nowroz Jal Cama should immediately resign from the Board of Directors. Further, we believe that the board should take such actions to appoint a slate of nominees to be provided to you by the two (2) largest shareholders of the Company.

Furthermore, in my letter to you dated April 25, 2007 we informed you and the Board of a possible financing opportunity for the Company. When I asked you who will be the point person within the Company for due diligence, you referred me to Company counsel. I doubt that Company counsel is well situated to answer the diligence questions of parties wishing to make an investment. We have a number of financial and operational questions, in light of the Company's failure to make timely required disclosure, and counsel is not usually a good source for this information. That being said, we have sent the Company’s counsel two emails and left a voicemail in regard to the Company’s procedures on gathering due diligence information for a possible financing, but still no response.

We insist that you exercise your fiduciary duties and obligations as both a director and the CEO to explore all feasible options to finance this company. If you are not up to the task of being the CEO of this Company, we insist that you immediately reappoint Robert Arovas, the former CEO. We cannot understand why the Board would have dismissed Mr. Arovas who was certainly qualified and up to the task of turning around the company during a difficult time. In the alternative, you should retain the services of an internationally renowned turnaround and crisis management firm with which I have had several conference calls, and which has strong experience in the logistics sector.

Mr. Mueller-Reinhold, we are attempting to work with you and the Board in a productive and proactive manner, but we need to understand the current financial and operational status of the company. The Company has not made a public financial disclosure since November 2006.

We request your response to this letter immediately to address our requests. Please respond via mail to the undersigned at (212) 247-0581 or in the alternative, Bruce Galloway.

Very truly yours,


Gary Herman and Bruce Galloway



Cc:
Kenneth Koch, Esq.
Mintz Levin Cohn Ferris Glovsky & Popeo, LLP
 
 
 

 
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