SC 13D/A 1 v156529_sc13d-a.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. 2)

 
OmniReliant Holdings, Inc.
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(Name of Issuer)



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



68215T104
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(CUSIP Number)


Shad Stastney
Vicis Capital LLC
445 Park Avenue, 16th Floor
New York, NY 10022
(212) 909-4600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


July 20, 2009
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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. 68215T104

CUSIP No.
     
 
1)
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
7)
Sole voting power
   
Shares
 
208,502,441
   
Beneficially
8)
Shared voting power
   
Owned by
 
0
   
Each Reporting
9)
Sole dispositive power
   
Person
 
208,502,441
   
With
10)
Shared dispositive power
       
0
 
11)
Aggregate Amount Beneficially Owned by Each Reporting Person
   
208,502,441
 
12)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
   
(See Instructions)   [ ]
     
 
13)
Percent of Class Represented by Amount in Row (9)
   
96.0%
 
14)
Type of reporting person.
   
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 208,502,441 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 208,502,441 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, 16th Floor, 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, 16th Floor, 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 (i) 5,754,749 shares of Common Stock; (ii) 9,285,354 shares of the Issuer’s Series C Convertible Preferred Stock (the “Series C Preferred”); (iii) 7,000,000 shares of the Issuer’s Series D Convertible Preferred Stock (the “Series D Preferred”); (iv) 10,000,000 shares of the Issuer’s Series F Convertible Preferred Stock (the “Series F Preferred”); and (v) warrants to purchase in the aggregate 97,606,276 shares of Common Stock.  Each of the Series C Preferred, the Series D Preferred, the Series F Preferred (collectively the “Preferred Stock”) and the warrants contained conversion caps that prevented the Fund from exercising or converting, as the case may be, an amount of such warrants or Preferred Stock to the extent that the Fund would beneficially own (i) greater than 4.99% of the outstanding Common Stock, and (ii)  greater than 9.99% of the outstanding Common Stock.

On July 20, 2009, the Fund and the Issuer completed a transaction whereby: the Issuer received (a) $5,000,000; (b) the surrender by Vicis Capital Master Fund of the warrants to purchase in the aggregate 97,606,276 shares of Common Stock; and (c) the waiver by the Fund of certain anti-dilution rights with respect to the Series C Preferred, the Series D Preferred and the Series F Preferred; and the Fund received (x) a warrant to purchase 97,606,276 shares of the Issuer’s Common Stock, par value $0.00001 per share, at an exercise price of $0.25 (the “Warrant”) and (y) the waiver by the Issuer of all conversion caps applicable to the Preferred Stock.  The acquisition of the Warrant by the Fund triggered a ratchet provision in each of the Certificates of Designation of the Preferred Stock whereby the Issuer was required to reduce the conversion price of each share of the Preferred Stock to $0.25.  As a result, the Series C Preferred became convertible into 37,141,416 shares of Common Stock, the Series D Preferred became convertible into 28,000,000 shares of Common Stock and the Series F Preferred became convertible into 40,000,000 shares of Common Stock.

 
 

 
 
On July 31, 2009, the Fund converted all of the Preferred Stock owned by the Fund, resulting in the acquisition by the Fund of 105,141,416 shares of Common Stock.  As a result, when the 5,754,749 shares of Common Stock previously acquired by the Fund are aggregated with the 105,141,416 shares of Common Stock acquired by the Fund through the conversion of the Preferred Stock and the 97,606,276 shares of Common Stock underlying the Warrant, Vicis may be deemed to own 208,502,441 shares of Common Stock.

Item 4.  Purpose of Transaction.
 
The Fund is deemed to own approximately 96.0% 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 November 22, 2006, Mr. Christopher Phillips was named Interim Chief Executive Officer, Chief Financial Officer, and director of the Issuer. Mr. Phillips resigned from his position of Interim Chief Executive Officer and Chief Financial Officer on January 23, 2008, but continued to serve as a director of the Issuer.  In February 2008, Vicis employed Mr. Phillips in the position of Managing Director.

From 2004 through January 2008, Mr. Phillips served as President and CEO of Apogee Financial Investments, Inc., a merchant bank that owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. From 2000 through January 2008, he also served as managing member of TotalCFO, LLC, which provides consulting and CFO services to a number of public and private companies and high net worth individuals. Mr. Phillips received a B.S. in Accounting and Finance and a Masters of Accountancy, with a concentration in Tax, both from the University of Florida. Mr. Phillips is a Florida CPA, and is currently a director of The Amacore Group, Inc., Brookside Technology Holdings Corp., OmniReliant Holdings, Inc., Precision Aerospace Components, Inc., MDwerks, Inc, and a number of private 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 of the Act, 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 208,502,441 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 208,502,441 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 208,502,441 shares of Common Stock represent approximately 96.0% of the Issuer’s outstanding Common Stock (based upon 14,509,225 shares of Common Stock outstanding at May 15, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC for the period ended March 31, 2009, plus 105,141,416 additional shares of Common Stock outstanding as a result of the conversion by the Fund of all of the shares of the Preferred Stock, and 97,606,276 shares of Common Stock underlying the Warrant issued by the Issuer, and 208,502,441 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 disclosed in Item 3 of this Schedule, 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
 
Not applicable.
 
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.
 

August 5, 2009
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Date

/s/ Andrew Comito
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Signature

Compliance Officer
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Name/Title