-----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, C3Mcuvq2mJG5SQrER8W3HQCEDAlKyARJ23Gdz6m+CA+CcoObxN3gw2CtnRqPWt1D dysVmcjQUW+knPGCKNHpag== 0001213900-10-002321.txt : 20100603 0001213900-10-002321.hdr.sgml : 20100603 20100603135621 ACCESSION NUMBER: 0001213900-10-002321 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100603 DATE AS OF CHANGE: 20100603 GROUP MEMBERS: BRUCE GALLOWAY. GROUP MEMBERS: GALLOWAY CAPITAL MANAGEMENT, LLC. GROUP MEMBERS: GARY L. HERMAN. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICAN HEALTHCARE CORP CENTRAL INDEX KEY: 0000867963 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 382526913 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42157 FILM NUMBER: 10875354 BUSINESS ADDRESS: STREET 1: 300 RIVER PLACE, SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207 BUSINESS PHONE: 3133930200 MAIL ADDRESS: STREET 1: 300 RIVER PLACE STREET 2: SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207-2602 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 sc13da12strategic_united.htm AMENDED SCHEDULE 13D sc13da12strategic_united.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. 12) 1
 
United American Healthcare Corporation
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
90934C105
(CUSIP Number)
 
Strategic Turnaround Equity Partners, LP (Cayman)
c/o Galloway Capital Management, LLC
720 Fifth Avenue, 10th Floor
New York, New York 10019
(212)  247-0581
Attn: Gary Herman

With a copy to

Olshan Grundman Frome Rosenzweig & Wolosky, LLP
65 East 55th Street
New York, NY 10019
(212) 451-2300
Thomas J. Fleming, Esq.

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

May 28, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
 
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. 90934C105
13D
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Strategic Turnaround Equity Partners, LP              (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
 
 
5
 
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
EACH
 
8
 
SHARED VOTING POWER                       464,679
 
REPORTING
PERSON WITH
 
9
 
SOLE DISPOSITIVE POWER                     0
 
 
 
10
 
SHARED DISPOSITIVE POWER              464,679
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
464,679 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.69% (1)
 
 
14
 
TYPE OF REPORTING PERSON  PN
 
 
(1)  
On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May  17, 2010.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
-2-

 
 
CUSIP No. 90934C105
13D
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Galloway Capital Management, LLC                          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 *   N/A
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
 
 
NUMBER OF
SHARES
 
7
 
SOLE VOTING POWER                                             0
 
BENEFICIALLY
OWNED BY
EACH
 
8
 
SHARED VOTING POWER                                      464,679
 
REPORTING
PERSON WITH
 
9
 
SOLE DISPOSITIVE POWER                                    0
 
 
 
10
 
SHARED DISPOSITIVE POWER                             464,679
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
464,679 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.69% (1)
 
 
14
 
TYPE OF REPORTING PERSON      OO
 
 
(1)  
On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May  17, 2010.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
-3-

 

 
CUSIP No. 90934C105
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
 
 
5
 
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                                        5,400 (1)
BENEFICIALLY
OWNED BY
EACH
 
8
 
SHARED VOTING POWER                                 464,679
 
REPORTING
PERSON WITH
 
9
 
SOLE DISPOSITIVE POWER                               5,400 (1)
 
 
 
10
 
SHARED DISPOSITIVE POWER                        464,679
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
470,079(1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.76% (2)
 
 
14
 
TYPE OF REPORTING PERSON         IN
 
 
(1)  
This includes 1,050 shares of common stock held by FBR, Inc., an entity over which Mr. Herman has investment and voting discretion.
 
(2)  
On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May  17, 2010.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
-4-

 
 
CUSIP No. 90934C105
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 *   N/A
 
 
5
 
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                                        350,284(1)
 
BENEFICIALLY
OWNED BY
EACH
 
8
 
SHARED VOTING POWER                                 464,679
 
REPORTING
PERSON WITH
 
9
 
SOLE DISPOSITIVE POWER                               350,284 (1)
 
 
 
10
 
SHARED DISPOSITIVE POWER                         464,679
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 814,963(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         9.98% (2)
 
 
14
 
TYPE OF REPORTING PERSON                                                                       IN
 
 
(1)  
This includes 268,484 shares of common stock held by the Bruce Galloway, IRA, 18,100 shares of common stock held by Mr. Galloway, 20,775 shares of common stock owned by Mr. Galloway’s son for which Mr. Galloway has the power to vote and dispose, 15,050 shares of common stock owned by Mr. Galloway’s daughter for which Mr. Galloway has the power to vote and dispose, 12,253 shares held by T3 Capital Fund, LP for which Mr. Galloway retains investment and voting discretion, 2,930 shares held by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains investment and voting discretion, and 12,692 shares of common stock held by Jacombs Investments, Inc. for which Mr. Galloway retains investment and voting discretion.
 
(2)  
On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May  17, 2010.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
-5-

 
 
Item 3.      Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated to read as follows:

The shares of Common Stock owned directly and indirectly by the Reporting Persons that were purchased with working capital and personal investment capital of the Reporting Persons.
 
Item 4.      Purpose of Transaction
 
Item 4 is hereby amended and restated to read as follows:

All of the shares of common stock reported herein were acquired for investment purposes.  The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
Item 5.      Interests in Securities of the Issuer
 
Item 5 is hereby amended and restated to read as follows:

(a) and (b)

Strategic Turnaround Equity Partners, LP (Cayman) is deemed to be the direct beneficial owner of 464,679 shares of Common Stock, which represents approximately 5.69% 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 May 17, 2010.  Strategic Turnaround Equity Partners, LP (Cayman) has shared voting and disposition power with respect to all of such shares.
 
Galloway Capital Management, LLC is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock which represents approximately 5.69% 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 May 17, 2010. Galloway Capital Management, LLC has shared voting and disposition power with respect to all of such shares.
 
Bruce Galloway is deemed to be the beneficial owner of 814,963 shares of Common Stock which represents approximately 9.98% 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 May 17, 2010.   Bruce Galloway is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock owned directly by Strategic Turnaround Equity Partners, LP (Cayman), which he has shared voting and disposition power. Bruce Galloway has shared voting and disposition power with respect to such shares.  In addition, Bruce Galloway has sole voting and disposition power with respect to 350,284 shares of Common Stock.   Of the total 350,554 shares of common stock directly reported by Mr. Galloway, 20,775 shares of Common Stock are owned by Mr. Galloway’s son for which Mr. Galloway has the power to vote and dispose, 15,050 shares of Common Stock are owned by Mr. Galloway’s daughter for which Mr. Galloway has the power to vote and dispose, 12,253 shares held by T3 Capital Fund, LP for which Mr. Galloway has the power to vote and dispose, 2,930 shares of Common Stock are held by RexonGalloway Capital Growth, LLC an investment company in which Mr. Galloway is a member and for which Mr. Galloway retains investment and voting discretion, and 12,692 shares of Common Stock held by Jacombs Investments, Inc. for which Mr. Galloway retains investment and voting discretion.
 
 
 
-6-

 
 
Gary Herman  is deemed to be the beneficial owner of 470,079 shares of Common Stock which represents approximately 5.76% 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 May 17, 2010.   Gary Herman  is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock owned directly by Strategic Turnaround Equity Partners, LP (Cayman), which he has shared voting and disposition power. Gary Herman has shared voting and disposition power with respect to such shares. In addition, Gary Herman has sole voting and disposition power with respect to 5,400 shares of Common Stock.   Of the total of 5,400 shares of common stock directly reported by Mr. Herman, 4,35 0 shares are directly beneficially owned by Mr. Herman and 1,050 are held by FBR, Inc. of which Mr. Herman has investment and voting discretion.
 
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, LP (Cayman) (except for (i) the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of Strategic Turnaround Equity Partners, LP (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, LP (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 o f Common Stock.

(c)

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, Bruce Galloway and his affiliates made purchases of Common Stock on the open market with his investment funds:
 
Date
Number of Shares Purchased
Number of Shares Sold
Price Per Share
5/28/2010
7,500
 
0.9999
6/1/2010
26,000
 
1.00
6/1/2010
12,523
 
0.9953
 6/2/2010
18,000 
 
0.9977 
 6/2/2010
18,100 
 
0.9977
 
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the op market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
(d)
 
 Not applicable.
 
(e)
 
 Not applicable
 
 
 
-7-

 
 
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, LP (Cayman)
 
June 2, 2010
By:/s/ Gary Herman
 
Name: Gary Herman
 
Title: Managing Member of Galloway Capital Management LLC, the General Partner of Strategic Turnaround Equity Partners, LP (Cayman)
 
 
 
Galloway Capital Management, LLC
 
June 2, 2010
/s/ Bruce Galloway
 
Name: Bruce Galloway
 
Title: Managing Member
 
June 2, 2010
/s/ Gary L. Herman
 
Gary L. Herman
 
June 2, 2010
/s/ Bruce Galloway
 
Bruce Galloway
 
 
 
-8-


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