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. )
1
NOTIFY TECHNOLOGY
CORPORATION
(Name
of Issuer)
Common Stock, $0.01 par
value per share
(Title
of Class of Securities)
669956104
(CUSIP Number
)
Strategic
Turnaround Equity Partners, L.P. (Cayman)
c/o
Galloway Capital Management, LLC
720
Fifth Avenue, 10
th
Floor
New
York, New York 10019
(212) 247-1468
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 22,
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)
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic
Turnaround Equity Partners,
L.P. (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
|
7
|
SOLE
VOTING
POWER
1,178,072
|
|
8
|
SHARED
VOTING
POWER
0
|
|
9
|
SOLE
DISPOSITIVE
POWER
1,178,072
|
|
10
|
SHARED
DISPOSITIVE
POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,072
(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
8.37%
(1)
|
14
|
TYPE
OF REPORTING
PERSON
PN
|
(1)
|
On
the basis of 14,075,662 shares of Common Stock reported by the Company to
be issued and outstanding as of December 3, 2009 in the Company’s latest
Annual report on Form 10-KSB, as filed with Securities and Exchange
Commission on December 30, 2009.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galloway
Capital Management
LLC 90-0000838
|
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
|
7
|
SOLE
VOTING
POWER
1,178,072
|
|
8
|
SHARED
VOTING
POWER
0
|
|
9
|
SOLE
DISPOSITIVE
POWER
1,178,072
|
|
10
|
SHARED
DISPOSITIVE
POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,072
(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
8.37%
(1)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
(1)
|
On the basis of
14,075,662 shares of Common Stock reported by the Company to be issued and
outstanding as of December 3, 2009 in the Company’s latest Annual report
on Form 10-KSB, as filed with Securities and Exchange Commission on
December 30, 2009.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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 *
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
|
7
|
SOLE
VOTING
POWER
2,500
(1)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING
POWER
1,178,072
|
|
9
|
SOLE
DISPOSITIVE
POWER
2.500
(1)
|
|
10
|
SHARED
DISPOSITIVE
POWER
1,178,072
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,572
(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
8.39%
(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1)
|
Of
the total of 1,180,572
shares
of common stock, 2,500 shares are held by FBR, Inc. (“FBR”) for which Mr.
Herman is sole owner and serves as an officer, and 1,178,072 are held by
Strategic Turnaround Investment Partners, LP (Cayman) (“STEP”) for which
Mr. Herman has the shared power to vote and dispose. Mr. Herman
is a managing member of Galloway Capital Management, LLC the general
partner of STEP. Mr. Herman disclaims beneficial ownership of the shares
directly beneficially owned by STEP, except to: (i) the indirect interests
by virtue of Mr. Herman being a managing member of Galloway Capital
Management, LLC the general partner to STEP; and (ii) the indirect
interests of Mr. Herman by virtue of being a limited partner in
STEP.
|
(2)
|
On
the basis of 14,075,662 shares of Common Stock reported by the Company to
be issued and outstanding as of December 3, 2009 in the Company’s latest
Annual report on Form 10-KSB, as filed with Securities and Exchange
Commission on December 30, 2009.
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
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 *
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
|
7
|
SOLE
VOTING
POWER
436,737
(1)
|
|
8
|
SHARED
VOTING
POWER
1,178,072
|
|
9
|
SOLE
DISPOSITIVE
POWER
436,737
(1)
|
|
10
|
SHARED
DISPOSITIVE
POWER
1,178,072
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,614,809
(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
11.47%
(2)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1)
|
Of
the total of 1,614,809 shares of common stock, 303,571 shares held by Mr.
Galloway’s Individual Retirement Account for which Mr. Galloway has sole
power to vote and dispose, 47.666 shares are held by Mr. Galloway’s
children for which he has the sole power to vote and dispose, 85,000
shares are held by RexonGalloway Capital Growth LLC (“RexonGalloway”) an
investment company in which Mr. Galloway is an owner and retains
investment and voting discretion, and 1,178,072 are held by Strategic
Turnaround Investment Partners, LP (Cayman) (“STEP”) for which Mr.
Galloway has the shared power to vote and dispose. Mr. Galloway
is a managing member of Galloway Capital Management, LLC the general
partner of STEP. Mr. Galloway disclaims beneficial ownership of the shares
directly beneficially owned by STEP, except to: (i) the indirect interests
by virtue of Mr. Galloway being a managing member of Galloway Capital
Management, LLC the general partner to STEP; and (ii) the indirect
interests of Mr. Galloway by virtue of being a limited partner in
STEP.
|
(2)
|
On
the basis of 14,075,662 shares of Common Stock reported by the Company to
be issued and outstanding as of December 3, 2009 in the Company’s latest
Annual report on Form 10-KSB, as filed with Securities and Exchange
Commission on December 30, 2009.
|
|
.
*SEE INSTRUCTIONS BEFORE
FILLING OUT!
|
Item
1. Security and
Issuer.
The class
of equity securities to which this statement relates is the Common Stock, $.01
par value, (the “Common Stock”) of Notify Technology Corporation, a California
corporation, (the “Company”). The principal executive offices of the Company are
located at 1054 South Se Anza Blvd., San Jose, CA 95129.
Item
2.
Identity
and Background.
This
statement is being filed jointly by Strategic Turnaround Equity Partners, L.P.
(Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman
(collectively, the “Reporting Persons”).
Strategic
Turnaround Equity Partners, L.P. (Cayman), is a partnership organized under the
laws of the Cayman Islands and is focused on investing primarily in undervalued
publicly traded securities. Galloway Capital Management LLC is a
Delaware limited liability company principally engaged in serving as the general
partner of Strategic Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman
and Bruce Galloway are citizens of the United States, and managing members of
Galloway Capital Management LLC.
The name
and positions of the executive officers and directors of each of the Reporting
Persons are set forth below. Other than as listed in Item 5 of this
Report, each executive officer and director listed below disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the Reporting
Persons.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
|
Cayman Islands
limited partnership
General
Partner – Galloway Capital Management
LLC
|
Galloway
Capital Management LLC
|
Delaware
limited liability company
Managing
Member – Gary L. Herman
Managing
Member – Bruce Galloway
|
Bruce
Galloway
|
Citizenship
- United States
Managing
Member - Galloway Capital Management LLC
Managing
Member of the general partner and holder of majority membership interests
of the general partner of Strategic Turnaround Equity Partners,
L.P. (Cayman)
|
Gary
L. Herman
|
Citizenship
- United States
Managing
Member - Galloway Capital Management LLC
Managing
Member of Strategic Turnaround Equity Partners, L.P.
(Cayman)
|
The
address for Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway
Capital Management LLC, Bruce Galloway and Gary Herman is c/o Galloway Capital
Management, LLC, 720 Fifth Avenue, 10
th
Floor, New York, New York 10019.
During
the last five years, none of the Reporting Persons nor any executive
officer or director of the Reporting Persons have (i) been convicted in any
criminal proceeding or (ii) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was
subject to any 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
shares of Common Stock listed below owned directly and indirectly by the
Reporting Persons were purchased with working capital of Strategic Turnaround
Equity Partners, L.P. (Cayman) and the shares purchased by Mr. Galloway and Mr.
Herman were purchased with their respective personal investment
capital.
Item
4.
|
Purpose
of Transaction.
|
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,
Strategic Turnaround Equity Partners, L.P. (Cayman) purchased Common
Stock:
Date
|
Number
of Shares Purchased
|
Number
of Shares Sold
|
Price
Per Share
|
12/31/2009
|
900
|
|
0.58
|
On each
of the following dates and at the following prices per share, Bruce Galloway and
his affiliates made purchases and sales of Common Stock, on the open market,
which purchases were made with his personal funds:
Date
|
Number
of Shares Purchased
|
Number
of Shares Sold
|
Price
Per Share
|
12/21/2009
|
3,000
|
|
0.35
|
12/30/2009
|
1,000
|
|
0.60
|
1/28/2010
|
9,000
|
|
0.30
|
1/29/2010
|
8,880
|
|
0.39
|
2/16/2010
|
9,000
|
|
0.39
|
The
Reporting Persons purchased the shares of common stock (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 Company 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.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. The Reporting Persons intend to review
their investment in the Company on a continuing basis and engage in discussions
with management and the Board of Directors of the Company concerning the
business, operations and future plans of the Company. Depending on various
factors including, without limitation, the Company’s financial position and
investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to their investment in
the Company as they deem appropriate including, without limitation, seeking
Board representation, making proposals to the Company concerning changes to the
capitalization, ownership structure or operations of the Company, purchasing
additional Shares, selling some or all of its Shares, engaging in short selling
of or any hedging or similar transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item
4.
Item
5. Interest in Securities of the
Issuer.
(a) and
(b)
Strategic
Turnaround Equity Partners, L.P. (Cayman) is deemed to be the direct beneficial
owner of 1,178,072 shares of Common Stock, which represents approximately 8.37%
of the number of shares of Common Stock stated to be outstanding by the Company
in its Annual Report on Form 10-KSB, as filed with the Securities and Exchange
Commission on December 30, 2009. Strategic Turnaround Equity
Partners, L.P. (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
1,178,072 shares of Common Stock which represents approximately 8.37% of the
number of shares of Common Stock stated to be outstanding by the Company in its
Annual Report on Form 10-KSB, as filed with the Securities and Exchange
Commission on December 30, 2009. 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 1,614,809 shares of Common
Stock which represents approximately 11.47% of the number of shares of Common
Stock stated to be outstanding by the Company in its Annual Report on Form
10-KSB, as filed with the Securities and Exchange Commission on December 30,
2009. Mr. Galloway is deemed to be the indirect beneficial
owner of 1,178,072 shares of Common Stock owned directly by Strategic Turnaround
Equity Partners, L.P. (Cayman), which he has shared voting and disposition
power. In addition, Mr. Galloway has sole voting and disposition power with
respect to 436,737 shares of Common Stock. Of the total 436,737
shares of common stock directly reported by Mr. Galloway, 303,571 shares of
Common Stock are held in Mr. Galloway’s retirement account, 47,666 shares of
Common Stock are owned by Mr. Galloway’s children for which Mr. Galloway has the
sole power to vote and dispose, and 85,000 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.
Gary
Herman is deemed to be the beneficial owner of 1,180,572 shares of
Common Stock which represents approximately 8.39% of the number of shares of
Common Stock stated to be outstanding by the Company in its Annual Report on
Form 10-KSB, as filed with the Securities and Exchange Commission on December
30, 2009. Mr. Herman is deemed to be the indirect
beneficial owner of 1,178,072 shares of Common Stock owned directly by Strategic
Turnaround Equity Partners, L.P. (Cayman), which he has shared voting and
disposition power. In addition, Mr. Herman has sole voting and disposition power
with respect to 2,500 shares of Common Stock. Of the total of
2,500 shares of common stock directly reported by Mr. Herman, 2,500 shares are
held by FBR, Inc., all 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, L.P. (Cayman) (except for (i) the
indirect interest of Galloway Capital Management LLC by virtue of being the
general partner of Strategic Turnaround Equity Partners, L.P. (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, L.P. (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 of Common
Stock.
(c)
Not
applicable.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With the
Issuer.
|
Except
for the joint filing agreement attached hereto, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Persons named in Item 2 hereof and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
A: Joint Filing Agreement
Exhibit
B: Letter to the Company
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, L.P.
(Cayman)
|
February
22, 2010
|
By:
/s/ Gary
Herman
|
|
Title:
Managing Member of Galloway Capital Management LLC, the General Partner of
Strategic Turnaround Equity Partners, L.P.
(Cayman)
|
|
Galloway Capital Management,
LLC
|
February
22, 2010
|
By:
/s/ Bruce
Galloway
|
February
22, 2010
|
/s/ Gary L.
Herman
|
February
22, 2010
|
/s/ Bruce
Galloway
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided
,
however
, that a power of
attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations (
See
18 U.S.C.
1001).
EXHIBIT A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, each of the undersigned parties hereby agree to file jointly
this Schedule 13D (including any amendments thereto) with respect to the
Common Stock of Notify Technology Corporation
.
It is understood and agreed
that each of the parties hereto is responsible for the timely filing of this
Schedule 13D and any amendments thereto, and for the completeness and
accuracy of information concerning another party unless such party knows or has
reason to believe that such information is inaccurate.
It is
understood and agreed that a copy of this agreement shall be attached as an
exhibit to Schedule 13D, and any amendments thereto, filed on behalf of the
parties hereto.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
By:
/s/ Gary
Herman
Name:
Gary Herman
Title:
Managing Member of Galloway Capital
Management,
LLC, the General Partner of Strategic
Turnaround
Equity Partners, L.P. (Cayman)
Galloway
Capital Management, LLC
By:
/s/ Bruce
Galloway
Title:
Managing Member of Galloway Capital
Management,
LLC
Gary L.
Herman
/s/ Gary L.
Herman
Bruce
Galloway
/s/ Bruce
Galloway
EXHIBIT
B