UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)
(Name of
Issuer)
Class A
Common Stock
(Title of
Class of Securities)
022624100
(CUSIP
Number)
Shad
Stastney
Vicis
Capital LLC
445 Park
Avenue, 19th Floor
New York,
NY 10022
(212)
909-4600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 1,
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [
]
CUSIP
No.
022624100
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1)
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Name
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Vicis
Capital LLC
45-0538105
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
[ ]
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(b)
[ ]
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3)
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SEC
Use Only
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4)
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Source
of Funds (See Instructions)
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OO
— funds of its advisory client
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5)
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[ ]
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6)
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Citizenship
or Place of Organization
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Delaware
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Number
of
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7)
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Sole
voting power
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1,217,377,782*
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Shares
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Beneficially
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8)
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Shared
voting power
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0
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Owned
by
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Each
Reporting
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9)
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Sole
dispositive power
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1,217,377,782*
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Person
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With
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10)
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Shared
dispositive power
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0
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11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,217,377,782*
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12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions) [ ]
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13)
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Percent
of Class Represented by Amount in Row (11)
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89.5%*
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14)
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Type
of reporting person.
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IA
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*The Issuer’s articles of incorporation
currently authorize the issuance of up to 1,360,000,000 shares of Common
Stock. If the Issuer’s articles of incorporation were to be amended
to increase the number of authorized shares of Common Stock, then Vicis Capital
LLC might be de
emed to
beneficially own up to
2,062,641,950
shares of Common
Stock.
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
Maitland Promenade 1,
485 North Keller Road, Suite
450
,
Maitland
,
Florida
32751
.
Item
2. Identity and Background
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(a)
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The
name of the reporting person is Vicis Capital LLC
(“Vicis”). All 1,217,377,782 shares reported on this Schedule
are held directly by
Vicis Capital Master
Fund (the “Fund”)
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for which Vicis acts as investment advisor. Vicis may be
deemed to beneficially own such
1,217,377,782 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.
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(b)
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The
address of Vicis is 445 Park Avenue, 19th Floor, New York, NY
10022.
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(c)
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Vicis
is an investment adviser registered under the Investment Advisers Act of
1940, as amended, that provides investment advisory services to the
Fund.
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(d)
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Vicis
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five
years.
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(e)
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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.
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(f)
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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
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Occupation
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Shad
Stastney
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Member
and Chief Operating Officer
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John
Succo
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Member
and Chief Investment Officer
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Sky
Lucas
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Member
and Head of Global Convertible
Arbitrage
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The business address of each of the
Insiders is 445 Park Avenue, 19th 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 (1)
891,316,950 shares of Common Stock; (2) 1,200 shares of the Issuer’s Series G
Convertible Preferred Stock (the “Series G Preferred Stock”) convertible into
2,400,000 shares of Common Stock; (3) 400
shares of the Issuer’s Series H
Convertible Preferred Stock (the “Series H Preferred Stock”) convertible into
800,000 shares of Common Stock; (4) 1,650 shares of the Issuer’s Series I
Convertible Preferred Stock (the “Series I Preferred Stock”) convertible into
3,300,000 shares of Common
Stock; (5) 1,0
50 shares of the Issuer’s Series L
Convertible P
referred Stock
(the “Series L Preferred Stock”) convertible into
1,050
,000,000 shares of Common Stock; (6) a
warrant to purchase 50,625,000 shares of Common Stock (the “W-09-02 Warrant”);
(7) a warrant to purchase
67,500,000 shares of Common
Stock
(the “W-09-03
Warrant”)
and (
8
) additional warrants to purchase
298,525,000 shares of Common Stock (the “Warrants”).
During the last 60 days, the Fund has
not acquired any additional shares of Common Stock.
Th
e terms of each of the
Warrants and
of
each of the
Certificates of
Designation (collectively, the “Certificates of Designation”) designating the
Series G Preferred Stock and the Series H Preferred Stock contain conversion
caps that prevent the Fund from exercising or converting, as the case may be, an
amount of such Warrants, Series G Preferred Stock or Series H Preferred Stock to
the extent that upon such exercise or conversion 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 Series G Preferred Stock and Series H
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 G Preferred Stock and Series H Preferred Stock held by the Fund
(but not with respect to any Warrants or with respect to any Series I Preferred
Stock). 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 Series G Preferred Stock and Series H Preferred Stock held by
it into shares of Common Stock in accordance with the terms contained in the
Certificates of Designation.
Pursuant to the terms of the
certificate of designation designating the 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 Warrants held by the Fund.
As a result, when the shares of Common
Stock underlying the Series G Preferred Stock, the Series H Preferred Stock, the
Series L Preferred Stock, the
W-09-02 Warrant
and the W-09-03
Warrant identified above are aggregated with the 891,316,950 shares of Common
Stock owned by the Fund, Vicis might be deemed to beneficially own 2,062,641,950
shares of Common Stock if a sufficient number of shares were authorized by the
Issuer’s articles of incorporation. However, because the Issuer’s
articles of incorporation only authorize 1,360,000,000 shares of Common Stock,
and because other shareholders of the Issuer own 142,622,218 shares of Common
Stock (based upon 1,033,939,168 shares of Common Stock outstanding as of
November 14, 2009 and 891,316,950 shares of Common Stock owned by the Fund),
Vicis may be deemed to beneficially own 1,217,377,782 shares of Common
Stock.
Item
4. Purpose of Transaction.
Vicis, on behalf of the Fund, acquired
the shares of Common Stock, the Warrants, the W-09-02 Warrant, the W-09-03
Warrant and the Series G Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock and Series L 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 previously elected Mr.
Shad Stastney to the Issuer’s board of directors, and effective March 1, 2010
elected Mr. Keith Hughes to the Issuer’s board of
directors. Information regarding Messrs. Stastney and Hughes and
their experience and qualifications is provided below.
Mr. Stastney is the Chief Operating
Officer and Hea
d 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.
Stastney is currently a director of The Amacore Group, Inc., Ambient
Corporation,
China
Hydroelectric Corporation,
China New Energy Group Company and
Master Silicon Carbide Industries, Inc.
Mr. Hughes is the Chief Financial
Officer of Vicis. He is a Certified Public Accountant and graduated
from St. John’s University in 1978 with a B.A. in Accounting. Mr.
Hughes joined Vicis in January 2006 from International Fund Services, the fund
administrator, where he was a Managing Director in Operations since
2001. From 1998 to 2001, he has held various financial roles with
hedge funds including treasurer, controller and chief financial
officer. From 1986 to 1998 Mr. Hughes worked at the Union Bank of
Switzerland (UBS) where he was a Managing Director and the Equity Controller for
North America. Previous to UBS, Mr. Hughes worked at Dean Witter,
Merrill Lynch and McGladrey & Pullen, LLP.
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, on behalf of the Fund, 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
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(a)
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All
1,217,377,782 shares reported on this Schedule
are held directly by Vicis Capital
Master Fund, for which Vicis Capital L
LC acts as investment advisor.
Vicis Capital LLC may
be deemed to beneficially own such
1,217,377,782 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 by the Fund upon 90 days’ prior written notice
at the end of any one-year term of the investment advisory agreement by
and between the trustee of the Fund and Vicis
.
Vicis Capital
LLC disclaims beneficial ownership of any shares reported on this
Schedule.
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The
foregoing 1,217,377,782 shares of Common Stock represent approximately 89.5% of
the Issuer’s outstanding Common Stock (based upon 1,033,939,168 shares of Common
Stock outstanding at November 14, 2009, as reported by the Issuer in its
Quarterly Report on Form 10-Q filed with the SEC for the period ended September
30, 2009, and 1,360,000,000 shares of Common Stock authorized by the Issuer’s
articles of incorporation).
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(b)
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For
information on voting and dispositive power with respect to the
above-listed shares, see Items 7-10 of the Cover
Pages.
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(c)
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Except
as disclosed in Item 3 of this Schedule, Vicis has not effected any
transaction in the Common Stock in the past 60
days.
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Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The information set forth in
Items 3 and 4 is hereby incorporated by reference in this
Item 6.
Item
7. Material to Be Filed as Exhibits
Not applicable.
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.
March
11,
2010
Date
By:
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/s/
Andrew Comito
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Name:
Andrew Comito
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Title:
Compliance Officer*
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*
Executed pursuant to the authorization of the members of Vicis Capital LLC
attached as Attachment A to the Schedule 13D/A previously filed with the SEC by
Vicis Capital LLC with respect to the Amacore Group, Inc. on October 1,
2009.
Amacore (CE) (USOTC:ACGI)
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から 6 2024 まで 7 2024
Amacore (CE) (USOTC:ACGI)
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から 7 2023 まで 7 2024