UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Brookside
Technology Holdings Corp.
————————————————————————————————————
(Name of
Issuer)
Common
Stock, $0.01 par value per share
————————————————————————————————————
(Title of
Class of Securities)
11452Q102
————————————————————————————————————
(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)
August
14, 2009
————————————————————————————————————
(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.
|
11452Q102
|
|
|
|
|
|
|
|
1)
|
Name
of Reporting Persons.
|
Vicis
Capital LLC
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
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
|
14,651,044
|
|
|
|
Shares
|
|
|
|
|
|
|
Beneficially
|
8)
|
Shared
voting power
|
0
|
|
|
|
Owned
by
|
|
|
|
|
|
|
Each
Reporting
|
9)
|
Sole
dispositive power
|
14,651,044
|
|
|
|
Person
|
|
|
|
|
|
|
With
|
10)
|
Shared
dispositive power
|
0
|
|
|
|
|
|
|
|
|
|
11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
14,651,044
|
|
|
|
|
|
|
|
12)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
|
|
(See
Instructions) [ ]
|
|
|
|
|
|
|
|
|
13)
|
Percent
of Class Represented by Amount in Row (9)
|
9.99%
|
|
|
|
|
|
|
|
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 $0.01 per
share (the “Common Stock”), of Brookside Technology Holdings Corp. (the
“Issuer”). The address of the Issuer’s principal executive offices is
15500 Roosevelt Boulevard, Suite 101, Clearwater, Florida
33760.
|
Item
2.
|
Identity
and Background
|
|
|
(a)
|
The
name of the reporting person is Vicis Capital LLC
(“Vicis”). All 14,651,044 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
14,651,044 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
|
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 10,000,000 shares of Common Stock.
On June
18, 2008 the Fund acquired from a private party a Series E Warrant to purchase
61,273,835 shares of Common Stock (the “Series E Warrant”). The terms
of the Series E Warrant provide that
the holder of the Series E Warrant
is neither
entitled
n
or required to exercise the Series E
Warrant
to the extent that
such exercise by the holder would cause the holder to acquire
a number of
shares of Common Stock
in excess of that number of
shares of Common
Stock
that, upon giving
effect to such exercise, would cause the aggregate number of shares of Common
Stock beneficially owned by
(i)
the holder of the Series E Warrant and
(ii) such
holder’s affiliates
,
to exceed 9.99% of the outstanding
shares of the Common Stock following such exercise.
In
addition to the Common Stock previously acquired by the Fund and the shares of
Common Stock underlying the Series E Warrant that the Fund would be able to
acquire via its exercise of the Series E Warrant to the fullest extent permitted
by the terms of that Series E Warrant, the Fund owns shares of the Issuer’s
Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which
shares are convertible into shares of Common Stock, and additional warrants to
purchase Common Stock (each an “Other Warrant” and collectively, the “Other
Warrants”). However, the terms of both the Series A Preferred Stock
and of each of the Other Warrants provide that
the holder
thereof is neither
entitled
n
or required to
convert or exercise, as the case may be,
any share of
the Series
A Preferred
Stock
or such Other Warrant to the extent that
such conversion or exercise, respectively, by the holder would cause the holder
to acquire
a number of
shares of Common
Stock
in excess of that
number of
shares of Common
Stock
that, upo
n giving effect to such conversion or
exercise, respectively
,
would cause the aggregate number of shares of Common Stock beneficially owned by
(i)
the holder and
(ii) such
holder’s affiliates
, to exceed 4.99
% of the outstanding shares of the
Comm
on Stock following such
conversion or exercise
.
As a result, Vicis is not
deemed to own any of the shares underlying any of the shares of Series A
Preferred Stock or any of the Other Warrants.
Therefore,
when the 10,000,000 shares of Common Stock previously acquired by the Fund are
aggregated with the 4,651,044 shares of Common Stock that the Fund would be able
to acquire via its exercise of the Series E Warrant to the fullest extent
permitted by the terms of that Series E Warrant, Vicis is deemed to beneficially
own 14,651,044 shares of Common Stock.
|
Item
4.
|
Purpose
of Transaction.
|
Vicis, on
behalf of the Fund, acquired the Common Stock, the Series E Warrant, the Series
A Preferred Stock, and each of the additional warrants for investment purposes
in the ordinary course of its business pursuant to specified investment
objectives of the Fund. On October 22, 2008, Mr. Christopher Phillips
was elected to the Board of Directors of the Issuer. Mr. Phillips is a Managing
Director of Vicis.
The Fund
is deemed to beneficially own 9.99% of the Issuer’s outstanding Common Stock.
The combination of the Fund’s percentage of deemed beneficial ownership in the
Issuer, coupled with Vicis’s employment of Mr. Phillips concurrent with Mr.
Phillips’s service as a director of the Issuer, may be deemed to have the effect
of influencing control of the Issuer. Biographical information with
respect to Mr. Phillips is set forth below.
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 Midto
wn 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). 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.,
Red Sun Mining, 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. The Issuer has
approached representatives of Vicis and of the Fund to inquire whether Vicis
would support, on behalf of the Fund, an amendment to the Issuer’s articles of
incorporation that would increase the total number of authorized shares of
Common Stock of the Issuer to a number of shares in excess of the number needed
to support the full exercise or conversion, as the case may be, of all
derivative securities issued by the Issuer. On August 14, 2009,
Vicis, on behalf of the Fund, indicated to the Issuer and to the Issuer’s
auditors that the Fund intends to support such authorization of additional
shares of Common Stock if such a proposal is brought before the shareholders of
the Issuer. However, the Issuer has not yet presented any details of
such a proposed authorization to Vicis, and neither Vicis nor the Fund knows if
the Issuer will ever actually bring such a proposal before the shareholders of
the Issuer.
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 under the Securities Exchange Act of 1934, as amended,
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
14,651,044 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
14,651,044 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 14,651,044 shares of Common Stock represent approximately 9.99% of the
Issuer’s outstanding Common Stock (based upon 146,657,102 shares of Common Stock
outstanding at August 14, 2009, as reported by the Issuer in its Quarterly
Report on Form 10-Q filed with the SEC for the period ended June 30, 2009, and
14,651,044 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.
|
|
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
19, 2009
———————————————————————
Date
/s/
Andrew Comito
———————————————————————
Signature
Compliance
Officer
———————————————————————
Name/Title
BluePrint Technologies (CE) (USOTC:BKSD)
Historical Stock Chart
From May 2024 to Jun 2024
BluePrint Technologies (CE) (USOTC:BKSD)
Historical Stock Chart
From Jun 2023 to Jun 2024
