-----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, FxlpLOEc4Z3x+SQwAbCYHXWwjlTlbHWTnAmuP6luD/gXBZOfd6GxrmWP4VmxFSZQ Z0SyZ8BhIiClMHoruRk/nw== 0001144204-10-048700.txt : 20100909 0001144204-10-048700.hdr.sgml : 20100909 20100909152250 ACCESSION NUMBER: 0001144204-10-048700 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100909 DATE AS OF CHANGE: 20100909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMNIRELIANT HOLDINGS, INC. CENTRAL INDEX KEY: 0001298095 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82375 FILM NUMBER: 101064336 BUSINESS ADDRESS: STREET 1: 14375 MYERLAKE CIRCLE CITY: CLEARWATER, STATE: FL ZIP: 33760 BUSINESS PHONE: 813 885 5998 MAIL ADDRESS: STREET 1: 14375 MYERLAKE CIRCLE CITY: CLEARWATER, STATE: FL ZIP: 33760 FORMER COMPANY: FORMER CONFORMED NAME: WILLOWTREE ADVISOR, INC. DATE OF NAME CHANGE: 20040722 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 13D/A 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 13D/A 1 v196280_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)
 


OmniReliant Holdings, Inc.
(Name of Issuer)



Common Stock, $0.00001 par value per share
 (Title of Class of Securities)



68215T104
 (CUSIP Number)


Shad Stastney
Vicis Capital LLC
445 Park Avenue, Suite 1901
New York, NY 10022
(212) 909-4600
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


September 7, 2010
 (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.
Names 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
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
Sole Voting Power
   
 
308,502,441
8.
 Shared Voting Power
   
 
0
9.
Sole Dispositive Power
   
 
308,502,441
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 (a) 138,502,441 shares of Common Stock; (b) 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; (c) 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 (d) 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 the past 60 days, the Fund has not acquired any 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 Fund, as the sole holders of the Series G Preferred Stock, is entitled to elect two directors to the Issuer’s Board of Directors.  On September 7, 2010, the Issuer’s Board of Directors, by unanimous written consent, appointed Shad Stastney and Keith Hughes to its Board of Directors.  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)
Vicis has not effected any transaction in the Common Stock in the past 60 days.

(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
 
None.
 
 
 
 
 
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.
 

September 9, 2010
———————————————————————
Date

/s/ Andrew Comito
———————————————————————
Signature

Andrew Comito, Compliance Officer*
———————————————————————
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.
 
 
 
 
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