-----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, II/Jtn6te3WWBJpx2/aU4Arg9vs5ckmHi+1BknKIvS14Y3rPEOdHyl6bDYBsNJaF lKrgZsgfs1LsJgVcxqR0dg== 0001144204-08-007088.txt : 20080208 0001144204-08-007088.hdr.sgml : 20080208 20080208150631 ACCESSION NUMBER: 0001144204-08-007088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 GROUP MEMBERS: BRUCE GALLOWAY ("GALLOWAY") GROUP MEMBERS: GALLOWAY CAPITAL MANAGEMENT, LLC ("GCM") GROUP MEMBERS: GARY HERMAN ("HERMAN") SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Odimo INC CENTRAL INDEX KEY: 0001292026 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 223607813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80571 FILM NUMBER: 08588744 BUSINESS ADDRESS: STREET 1: 14001 N.W. 4TH STREET CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 954-835-2233 MAIL ADDRESS: STREET 1: 14001 N.W. 4TH STREET CITY: SUNRISE STATE: FL ZIP: 33325 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 13G/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 13G/A 1 sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) Odimo, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 67606R107 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 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: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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 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 ("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.___________ 13G Page __ of___ Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, LP (Cayman) ("STEP") - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] Joint Filer - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER: 60,700 NUMBER OF SHARES BENEFICIALLY OWNED 6. SHARED VOTING POWER: 0 BY EACH REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER: 60,700 8. SHARED DISPOSITIVE POWER: 0 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,700 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.86% (1) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- (1) On the basis of 7,038,958 shares of common stock reported by the company to be issued and outstanding as of November 9, 2007 in the Company's latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2007. CUSIP No.___________ 13G Page __ of___ Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management, LLC ("GCM") - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] Joint Filer - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER: 152,162 NUMBER OF SHARES BENEFICIALLY OWNED 6. SHARED VOTING POWER: 0 BY EACH REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER: 152,162 8. SHARED DISPOSITIVE POWER: 0 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,162 (1) - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.16% (2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- (1) This includes 60,700 shares held by STEP, and 91,462 shares of common stock held by Finvest Yankee, LP for which the Reporting Person has the shared power to vote and dispose. (2) On the basis of 7,038,958 shares of common stock reported by the company to be issued and outstanding as of November 9, 2007 in the Company's latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2007. CUSIP No.___________ 13G Page __ of___ Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bruce Galloway ("Galloway") - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] Joint Filer - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER: 747,382 NUMBER OF SHARES BENEFICIALLY OWNED 6. SHARED VOTING POWER: 152,162 BY EACH REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER: 747,382 8. SHARED DISPOSITIVE POWER: 152,162 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 899,544 (1) - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.78% (2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) Reflects 747,382 shares of Common Stock held by Mr. Galloway's Individual Retirement Account which Mr. Galloway had sole power to vote and dispose and 91,462 shares of Common Stock held by Finvest Yankee, LP and 60,700 shares of Common Stock held by STEP for which Mr. Galloway has the shared power to vote and dispose. Mr. Galloway is a managing member of Galloway Capital Management, LLC, the general partner of STEP. Mr. Galloway disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by STEP (except for (i) indirect interests therein by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Galloway by virtue of being a limited partner of STEP. (2) On the basis of 7,038,958 shares of common stock reported by the company to be issued and outstanding as of November 9, 2007 in the Company's latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2007. CUSIP No.___________ 13G Page __ of___ Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary Herman ("Herman") - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] Joint Filer - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER: 0 NUMBER OF SHARES BENEFICIALLY OWNED 6. SHARED VOTING POWER: 152,162 BY EACH REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 152,162 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,162 (1) - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.16% (2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) This includes 60,700 shares of Common Stock held by STEP and 91,462 shares of Common Stock held by Finvest Yankee, LP for which the reporting person has the shared power to vote and dispose. Mr. Herman disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by STEP (except for (i) indirect interests therein by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Herman by virtue of being a limited partner of STEP. (2) On the basis of 7,038,958 shares of common stock reported by the company to be issued and outstanding as of November 9, 2007 in the Company's latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2007. CUSIP No.________ 13G Page __ of __ Pages Item 1(a). Name of Issuer: Odimo Incorporated (the "Issuer") -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 14051 NW 14th Street Sunrise, FL 33323 -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Strategic Turnaround Equity Partners, LP (Cayman), Galloway Capital Management, LLC, Bruce Galloway and Gary Herman (Collectively, the "Reporting Persons") -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: The principal business address for STEP is c/o Stuarts Corporate Services, Ltd, P.O. Box 2510 GT, 4th floor, One Cayman Financial Centre, 36A Dr. Roy's Drive, Georgetown, Grand Cayman, Cayman Island. STEP is managed by Galloway Capital Management, LLC, with its principal business at 720 Fifth Avenue, 10th floor, New York, New York 10019. Messrs. Galloway and Herman conduct their business at 720 Fifth Avenue, 10th Floor, New York, NY 10019 -------------------------------------------------------------------- Item 2(c). Citizenship: STEP is a limited partnership formed under the laws of the Cayman Islands. GCM is a limited liability company incorporated in the state of Delaware. Messrs. Galloway and Herman are citizens of the United States. -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: This statement on Schedule 13G is being filed with respect to Common Stock, $0.001 par value per share (the "Common Stock") of the Issuer. -------------------------------------------------------------------- Item 2(e). CUSIP Number: 192432102 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No.__________ 13G Page __ of __ Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The information in items 1 and 5 through 11 on the cover page on this Schedule 13G is hereby incorporated by reference. ---------------------------------------------------------------------- (b) Percent of class: The information in items 1 and 5 through 11 on the cover page on this Schedule 13G is hereby incorporated by reference. ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote : The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. (ii) Shared power to vote or direct the vote: The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. (iii) Sole power to dispose or direct the disposition of : The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. (iv) Shared power to dispose or direct the disposition of :The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. The purpose of this Filing is to reflect the ownership by the Reporting Persons in the shares of the Issuer. Strategic Turnaround Equity Partners, L.P. (Cayman): 60,700 Bruce Galloway: 899,544(1)(3) Gary Herman: 152,162(2)(3) Galloway Capital Management, LLC: 152,162(4) (1) Includes 747,382 shares held by Mr. Galloway's Individual Retirement Account for which Mr. Galloway has the sole power to vote and dispose. Also includes, 60,700 shares held by STEP, and 91,462 shares held by Finvest Yankee, LP for which Mr. Galloway has shared power to vote and dispose. (2) Includes 60,700 shares held by STEP and 91,462 shares held by Finvest Yankee, LP for which Mr. Herman has shared power to vote and dispose. (3) Mr. Galloway and Mr. Herman are the managing members of Galloway Capital Management, LLC, the general partner of STEP and share the power to vote and dispose the shares. As a result, Mr. Galloway and Mr. Herman may be deemed to indirectly beneficially own the shares held by STEP. Mr. Galloway and Mr. Herman disclaim beneficial ownership of the shares directly beneficially owned by STEP, except to the indirect interests by virtue of Mr. Galloway being, together with Mr. Herman, managing members of Galloway Capital Management, LLC, the general partner of STEP. Mr. Galloway owns approximately 20% of the partnership interests in STEP as of December 31, 2007. (4) This includes 60,700 shares held by STEP, and 91,462 shares of common stock held by Finvest Yankee, LP for which GCM has shared power to vote and dispose. 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 [ ]. Not Applicable ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. As set forth in Item 4(c), some of the shares of Common Stock covered by this Schedule 13G are owned by persons other than Galloway, none of whom, holds five percent or more of the securities reported herein. ----------------------------------------------------------------------- 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. ----------------------------------------------------------------------- Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. Dated: February 8, 2008 Strategic Turnaround Equity Partners, LP (Cayman) By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member of Galloway Capital Management, LLC, the Investment Advisor of Strategic Turnaround Equity Partners, LP (Cayman) Galloway Capital Management, LLC By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member By: /s/ Bruce Galloway ----------------------- Bruce Galloway By: /s/ Gary Herman ----------------------- Gary Herman -----END PRIVACY-ENHANCED MESSAGE-----