0001144204-12-046759.txt : 20120817 0001144204-12-046759.hdr.sgml : 20120817 20120817151727 ACCESSION NUMBER: 0001144204-12-046759 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120817 DATE AS OF CHANGE: 20120817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Infusion Brands International, Inc. CENTRAL INDEX KEY: 0001298095 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82375 FILM NUMBER: 121042493 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: OMNIRELIANT HOLDINGS, INC. DATE OF NAME CHANGE: 20061229 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 v321900_sc13da.htm FORM SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)

 

 

 

Infusion Brands International, Inc.

————————————————————————————————————

(Name of Issuer)

 

 

 

Common Stock, $0.00001 par value per share

————————————————————————————————————

(Title of Class of Securities)

 

 

 

45685W106

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(CUSIP Number)

 

 

Shad Stastney

Vicis Capital, LLC

445 Park Avenue, Suite 1901

New York, NY 10022

(212) 909-4600

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

 

 

August 10, 2012

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(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. 45685W106

 

  

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
   
  438,502,441
8.  Shared Voting Power
   
  0
9. Sole Dispositive Power
   
  438,502,441
10. Shared Dispositive Power
   
  0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  438,502,441
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]
   
   
13. Percent of Class Represented by Amount in Row (11)
   
  91.1%
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 Infusion Brands International, 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 438,502,441 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 438,502,441 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 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) 11,500,000 shares of the Issuer's Series G Convertible Preferred Stock, convertible into 115,000,000 shares of Common Stock and having a mandatory redemption date of June 30, 2013 (the "Series G Preferred Stock"); and (d) certain warrants to purchase 115,000,000 shares of Common Stock that are exercisable immediately (such warrants 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 438,502,441 shares of Common Stock.

 

Item 4. Purpose of Transaction.

 

The Fund is deemed to own approximately 91.1% 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.

 

On August 10, 2012, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ronco Holdings, Inc., a Delaware corporation ("Ronco"), CD3 Holdings, Inc., the holder of all of the issued and outstanding common stock of Ronco ("CD3"), Ronco Brands, Inc., a Nevada corporation, the Issuer's newly formed wholly owned subsidiary ("Acquisition Sub") and the Fund. Upon the closing of the merger (the "Closing Date"), Ronco will merge with and into Acquisition Sub, Acquisition Sub will cease to exist and Ronco will survive the merger and become a wholly owned subsidiary of Issuer (the "Merger"). Upon consummation and in consideration for the Merger, CD3 shall be entitled to receive such number of shares of Issuer's Common Stock equal to 50% of the issued and outstanding Common Stock of Issuer as of the Closing Date along with the right to receive, at any time after the Closing Date, one additional share of Issuer's Common Stock for every share of Common Stock issued upon the conversion of any derivative security of Issuer outstanding at the Closing Date.

 

 
 

 

Pursuant to the Merger Agreement, the Issuer will redeem from the Fund all 11,500,000 shares of the Issuer's Series G Convertible Preferred Stock held by Vicis in exchange for two promissory notes having an aggregate principal amount of $8,000,000. Further pursuant to the Merger Agreement and that certain Memorandum of Understanding dated as of August 10, 2012, by and between CD3, Ronco, Issuer, Acquisition Sub, and the Fund (the "MOU"), Vicis has agreed in principle to guarantee the repayment by Issuer of a certain bridge loan expected to be sought by the Issuer in the amount of up to $6,000,000.

 

In connection with the execution of the Merger Agreement, a secured creditor of Ronco holding certain debt of Ronco that is in default entered into a forbearance agreement with Ronco whereby it agreed to accept a payment in consideration for the cancellation of the such Ronco debt and to forbear upon exercising its rights under the defaulted Ronco debt under certain conditions. Pursuant to the Merger Agreement, in the event this Ronco creditor elects to exercise its rights and remedies under this Ronco debt (as such rights and remedies are modified by its forbearance agreement with Ronco) and foreclose upon the assets of Ronco, the Fund, in its sole discretion, may elect to unwind the redemption of the Fund’s Series G Preferred Stock and return the promissory notes issued in consideration therefor for cancellation (and upon the occurrence thereof the shares of Common Stock issued to CD3 pursuant to the Merger Agreement shall be cancelled).  In the event such forbearance agreement expires and the terms of such agreement are not consequently extended or modified, then the Issuer is obligated to issue to the Fund a promissory note of like tenor as the indebtedness held by the Ronco creditor and the Fund is obligated to return the promissory notes issued in consideration therefor for cancellation. The Fund has agreed in such circumstance that it will not foreclose on any of the Issuer’s assets prior to such time, if any, that the Ronco creditor forecloses on the assets of Ronco. In the event the foregoing exchange relating to the promissory notes issued to the Fund occurs and the claims that the Ronco creditor has against Ronco shall be satisfied or released, all actions taken regarding the exchange of the promissory notes issued to the Fund shall be rescinded and the Fund shall be reissued promissory notes on the terms originally issued to the Fund, modified to reflect analogous changes made with respect to the Ronco creditor.

 

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. The Fund has elected Shad Stastney and Keith Hughes to the Issuer’s Board pursuant to such right. Pursuant to the Merger Agreement, Todd Barrett, Bill Moore, Fred Schulman, Robert DeCecco, Shad Stastney, and Keith Hughes shall be elected as members of the board of directors of Issuer. Further, Fred Schulman shall serve as Chairman of the Board, and Messrs. DeCecco and Barret shall serve as Co-Chief Executive Officers, of the Issuer. Information regarding Messrs. Stastney and Hughes and their experience and qualifications is provided below.

 

 
 

 

As the majority common shareholder of the Issuer and a signatory to the Merger Agreement, Vicis has consented to the aforementioned changes to the Issuer's corporate governance structure and to the Merger Agreement, the MOU, and the transactions contemplated thereby.

 

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 a number of public and private companies.

 

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 a number of 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, 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 438,502,441 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 438,502,441 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 438,502,441 shares of Common Stock represent approximately 91.1% of the Issuer's outstanding Common Stock (based upon 181,459,602 shares of Common Stock outstanding at May 17, 2012, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC for the period ended March 31, 2012 plus 185,000,000 shares of Common Stock still underlying the Warrants, 115,000,000 shares of Common Stock underlying the Series G Preferred Stock and 438,502,441 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)Except as set forth in Items 3 and 4, 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

 

Agreement and Plan of Merger by and among Infusion Brands International, Inc., Ronco Brands, Inc., Ronco Holdings, Inc., Vicis Capital Master Fund and CD3 Holdings, Inc. dated as of August 10, 2012, filed as Exhibit 2.1 to the Issuer's Form 8-K filed on August 16, 2012 is hereby incorporated by reference.

 

 
 

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.

 

 

August 17, 2012

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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.