Item
1.
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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
769,371,250 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
769,371,250
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.
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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) 796,250 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; (4) 1,200
shares of the Issuer’s Series G Convertible Preferred Stock convertible into
2,400,000 shares of Common Stock; (5) 400
shares
of the Issuer’s Series H Convertible Preferred Stock convertible into 800,000
shares of Common Stock; and (6) warrants to purchase 112,900,000 shares of
the
Company’s Common Stock (the “Warrants”).
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
|
September
5, 2008
|
516,700
|
$0.28
|
September
8, 2008
|
83,300
|
$0.30
|
September
11, 2008
|
45,100
|
$0.23
|
September
12, 2008
|
75,000
|
$0.24
|
September
12, 2008
|
54,900
|
$0.24
|
September
15, 2008
|
150,000
|
$0.21
|
September
16, 2008
|
253,000
|
$0.21
|
September
17, 2008
|
2,000
|
$0.21
|
September
25, 2008
|
4,000
|
$0.21
|
September
29, 2008
|
91,000
|
$0.21
|
As
a
result of these purchases within the last 60 days, the Fund holds
2,071,250
shares of Common Stock.
The
terms of each of the Issuer’s Warrants held by the Fund and 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 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.
The
Warrants and Certificates of Designation, however, allow the Fund to waive
each
of these conversion caps upon 61 days’ prior notice and thereby obtain the
ability to exercise such Warrants and convert shares of such 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 the Series D, E, G and H Preferred
Stock
held by the Fund (but not with respect to any Warrants). As a result of this
waiver by the Fund, effective as of September 24, 2008 the Fund is eligible
to
convert, without limitation, any or all shares of such Preferred Stock held
by
it into shares of Common Stock in accordance with the terms contained in
the
Certificates of Designation.
On
September 30, 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
I 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.
Pursuant
to the terms of the
Certificate
of Designation designating the Series I Preferred Stock (“Series I Preferred
Stock”), the holders of Series I Preferred Stock have the right to nominate and
elect two (2) members of the Issuer’s board of directors. In addition, the
Certificate of Designation for the Series I Preferred Stock contains conversion
caps that prevent the holder of such Series I Preferred Stock from converting
an
amount of such Series I 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. Such Certificate of Designation,
however, allows a holder of Series I Preferred Stock to waive each of these
conversion caps upon 61 days’ prior notice and thereby obtain the ability to
convert shares of such Series I Preferred Stock without the limitation imposed
by the applicable conversion cap. As of the date hereof, the Fund has not
waived
any conversion cap with respect to shares of Series I Preferred Stock or
any of
the Issuer’s warrants held by the Fund.
As
a
result of the foregoing transactions, when the shares of Common Stock underlying
the
Series D, E, G and H Preferred Stock identified above are aggregated with
the
2,071,250
shares
of Common Stock owned by the Fund, Vicis is deemed to beneficially own
769,371,250 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 and Series I Preferred Stock of the Issuer for investment
purposes in the ordinary course of its business pursuant to specified investment
objectives of the Fund.
As
the
sole holder of the Series I Preferred Stock of the Issuer, the Fund has the
right to nominate and elect two (2) members to the Issuer’s board of directors.
Vicis, as investment advisor to the Fund, has voting authority over the Fund’s
shares of Series I Preferred Stock. In order to implement the Fund’s right to
elect two (2) members of the Issuer’s board of directors, Vicis has elected
Messrs. Shad Stastney and Chris Phillips to the Issuer’s board of directors.
Information regarding Messrs. Stastney and Phillips and their respective
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.
Phillips has been a managing director for Vicis Capital, LLC since February
2008. 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. From November 2007 through January 2008 Mr.
Phillips served as the CEO and Chief Accounting Officer of OmniReliant Holdings,
Inc. (OTCBB: ORHI). Presently, he is a member of the Board of Directors
OmniReliant Holdings, Inc., Precision Aerospace Components, Inc. (OTCBB:
PAOS)
and a few private companies. 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.
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
769,371,250 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
769,371,250
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 769,371,250 shares of Common Stock represent approximately 84.50%
of
the Issuer’s outstanding Common Stock (based upon 143,220,225 shares of Common
Stock outstanding at August 13, 2008, as reported by the Issuer in its Form
10-Q
filed with the SEC for the period ended June 30, 2008, and 769,371,250 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.
September
30, 2008
———————————————————————
Date
/s/
Keith Hughes
———————————————————————
Signature
Chief
Financial Officer
———————————————————————
Name/Title