Amacore Group, Inc. - Statement of Beneficial Ownership (SC 13D)
04 Agosto 2008 - 1:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
(CUSIP
Number)
Shad
Stastney
Vicis
Capital LLC
445
Park
Avenue, 16th Floor
New
York,
NY 10022
(212)
909-4600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July
25,
2008
(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.
o
CUSIP
No.
022624100
|
|
|
|
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)
o
|
|
|
(b)
o
|
|
|
|
|
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)
o
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7.
|
Sole
Voting Power
|
|
|
|
|
|
|
|
767,948,350
|
|
|
|
|
|
BENEFICIALLY
|
8.
|
Shared
Voting Power
|
|
OWNED
BY
|
|
|
|
EACH
|
|
0
|
|
REPORTING
|
|
|
|
PERSON
WITH
|
9.
|
Sole
Dispositive Power
|
|
|
|
|
|
|
|
767,948,350
|
|
|
|
|
|
|
10.
|
Shared
Dispositive Power
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
767,948,350
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
|
|
87.5%
|
|
|
|
|
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
Class A common stock, par value $0.001 per share (the “Common Stock”), of The
Amacore Group, Inc. (the “Issuer”). The address of the Issuer’s principal
executive offices is
1211
North Westshore Boulevard, Suite 512, Tampa, Florida 33607.
Item
2. Identity and Background
|
|
(a)
|
The
name of the reporting person is Vicis Capital LLC (“Vicis”). All
767,948,350 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
767,948,350
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 Vicis
Capital Master Fund (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
|
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 (1) 375,000 shares of Common Stock; (2) 694.6 shares
of the
Issuer’s Series D Convertible Preferred Stock convertible into 694,600,000
shares of Common Stock; (3) 139 shares of the Issuer’s Series E Convertible
Preferred Stock convertible into 69,500,000 shares of Common Stock; and (4)
1,200 shares of the Issuer’s Series G Convertible Preferred Stock convertible
into 2,400,000 shares of Common Stock.
Within
the 60 days preceding the date of this schedule, the Fund acquired, in
open-market purchases at the prices and in the amounts listed in the chart
below, the following shares of Common Stock:
|
Purchase
Date
|
Shares
of Common Stock
Purchased
|
Purchase
Price
|
|
July
11, 2008
|
15,000
|
$0.30
|
|
July
15, 2008
|
95,300
|
$0.30
|
|
July
16, 2008
|
14,500
|
$0.30
|
|
July
17, 2008
|
10,000
|
$0.30
|
|
July
18, 2008
|
6,300
|
$0.30
|
|
July
21, 2008
|
76,350
|
$0.30
|
|
July
22, 2008
|
27,900
|
$0.30
|
|
July
25, 2008
|
28,000
|
$0.30
|
As
a
result of these purchases, the Fund holds
648,350
shares of Common Stock.
On
June 2, 2008, the Issuer and the Fund entered into a Securities Purchase
Agreement for the purchase by the Fund of (a) 400 shares of the Issuer’s Series
H Convertible Preferred Stock convertible into 800,000 shares of Common
Stock,
and (b) a warrant to acquire 45,000,000 shares of Common Stock, exercisable
for
five years
at
an exercise price of $0.375 per share, for an aggregate cash purchase price
of
$4,000,000.
The
terms of each of the
Certificates
of Designation (collectively the "Certificates of Designation") designating
the
Series D, E, G, and H Preferred Stock (collectively, the “Preferred Stock”)
contain conversion caps that prevent the holder of such Preferred Stock
from
converting an amount of Preferred Stock such that the holder would beneficially
own (i) greater than 4.99% of the outstanding Common Stock, and (ii) greater
than 9.99% of the outstanding Common Stock. The Certificates of Designation,
however, allow a holder of Preferred Stock to waive each of these conversion
caps upon 61 days’ prior notice and thereby obtain the ability to convert shares
of Preferred Stock without the limitation imposed by the applicable conversion
cap.
On
July
25, 2008 the Fund sent a notice to the Issuer, in accordance with the terms
of
the Certificates of Designation, informing the Issuer that the Fund was
waiving
the application of all conversion caps contained in each of the Certificates
of
Designation with respect to shares of Preferred Stock held by the Fund
(but not
with respect to any warrants owned by the Fund). As a result of this waiver
by
the Fund, effective on September 24, 2008 the Fund shall be eligible to
convert,
without limitation, any or all shares of Preferred Stock held by it into
shares
of Common Stock in accordance with the terms contained in the Certificates
of
Designation.
As
a result of this waiver by the Fund, when the shares of Common Stock underlying
the Preferred Stock identified above are aggregated with the 648,350 shares
of
Common Stock owned by the Fund, Vicis is deemed to beneficially own
767,948,350
shares
of Common Stock.
Item
4. Purpose of Transaction.
Vicis,
on
behalf of the Fund, acquired the shares of Common Stock, the warrants,
and the
Preferred Stock of the Issuer for investment purposes in the ordinary course
of
its business pursuant to specified investment objectives of the
Fund.
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 additional 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
767,948,350 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
767,948,350
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 767,948,350 shares of Common Stock represent approximately 87.5%
of
the Issuer’s outstanding Common Stock (based upon
110,149,148
shares
of
Common Stock outstanding at December 31, 2007, as reported by the Issuer in
its
Form 10-QSB filed with the SEC for the period ended March 31, 2008 and
767,948,350 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 within the 60 days preceding the
date of
this Schedule.
|
|
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
4,
2008
Date
/s/
Keith Hughes
Signature
Chief
Financial Officer
Name/Title
Amacore (CE) (USOTC:ACGI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Amacore (CE) (USOTC:ACGI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
