-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FP8FaMOeI5WN8IOr1Zn3cx25UVtUdHHVU7snv3jX5hW/Iy+nQy7lS7VPVbMIGJQz dm3LWNNlVibKEo7T09TYXg== 0001144204-09-040471.txt : 20090805 0001144204-09-040471.hdr.sgml : 20090805 20090805094047 ACCESSION NUMBER: 0001144204-09-040471 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OMNIRELIANT HOLDINGS, INC. CENTRAL INDEX KEY: 0001298095 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4902 EISENHOWER BLVD STREET 2: SUITE 185 CITY: TAMPA STATE: FL ZIP: 33634 BUSINESS PHONE: 813 885 5998 MAIL ADDRESS: STREET 1: 4902 EISENHOWER BLVD STREET 2: SUITE 185 CITY: TAMPA STATE: FL ZIP: 33634 FORMER COMPANY: FORMER CONFORMED NAME: WILLOWTREE ADVISOR, INC. DATE OF NAME CHANGE: 20040722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vicis Capital, LLC CENTRAL INDEX KEY: 0001341950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51599 FILM NUMBER: 09985828 BUSINESS ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vicis Capital Master Fund CENTRAL INDEX KEY: 0001365954 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51599 FILM NUMBER: 09985827 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: TOWER 56, SUITE 700 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: TOWER 56, SUITE 700 CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v156432_ex.xml X0303 4 2008-12-31 0 0001298095 OMNIRELIANT HOLDINGS, INC. ORHI.OB 0001341950 Vicis Capital, LLC 445 PARK AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 0 0001365954 Vicis Capital Master Fund 445 PARK AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.00001, par value per share 2009-07-31 4 C 0 105141416 A 110896165 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.75 2008-12-31 4 P 0 1400000 0.2857 A 2013-04-30 Common Stock 1400000 1400000 I By Vicis Capital Master Fund Series F Conv. Pref. Comm. Stock, par value $0.001 per share 1.20 2009-02-12 4 P 0 10000000 A Common Stock 8333333 10000000 I By Vicis Capital Master Fund Series E Common Stock Purchase Warrant 1.50 2009-02-12 4 P 0 33333333 A 2019-02-12 Common Stock 33333333 33333333 I By Vicis Capital Master Fund Series A Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 3900000 D 2016-11-20 Common Stock 3900000 0 I By Vicis Capital Master Fund Series A Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 3000000 D 2011-11-20 Common Stock 3000000 0 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 1400000 D 2013-04-30 Common Stock 1400000 0 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 700000 D 2013-04-30 Common Stock 700000 0 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 48000 D 2017-05-25 Common Stock 48000 0 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 821333 D 2017-10-18 Common Stock 821333 0 I By Vicis Capital Master Fund Series BD Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 821333 D 2017-10-18 Common Stock 821333 0 I By Vicis Capital Master Fund Series C Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 12380472 D 2012-10-18 Common Stock 12380472 0 I By Vicis Capital Master Fund Series C Common Stock Purchase Warrant 0.50 2009-07-20 4 J 0 13201805 D 2017-10-18 Common Stock 13201805 0 I By Vicis Capital Master Fund Series D-1 Common Stock Purchase Warrant 0.75 2009-07-20 4 J 0 28000000 D 2015-04-29 Common Stock 28000000 0 I By Vicis Capital Master Fund Series E Common Stock Purchase Warrant 1.50 2009-07-20 4 J 0 33333333 D 2019-02-12 Common Stock 33333333 0 I By Vicis Capital Master Fund Warrant to purchase Class A Common Stock 0.25 2009-07-20 4 J 0 97606276 A 2019-07-20 Common Stock 97606276 97606276 I By Vicis Capital Master Fund Series C Conv. Pref. Stock, par value $.0001 per share 0.25 2009-07-31 4 C 0 9285354 D Common Stock 37141416 0 I By Vicis Capital Master Fund Series D Conv. Pref. Comm. Stock, par value $0.001 per share 0.25 2009-07-31 4 C 0 7000000 D Common Stock 28000000 0 I By Vicis Capital Master Fund Series F Conv. Pref. Comm. Stock, par value $0.001 per share 0.25 2009-07-31 4 C 0 10000000 D Common Stock 40000000 0 I By Vicis Capital Master Fund Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. Immediately. None. On December 31, 2008 Vicis Capital Master Fund entered into a transaction with a third party whereby, for an aggregate purchase price of $600,000, Vicis Capital Master Fund received Series BD Warrants of the Issuer to purchase 1,400,000 shares in the aggregate of the Issuer's Common Stock. On February 12, 2009, Vicis Capital Master Fund entered into a transaction with the Issuer whereby Vicis Capital Master Fund received: (i) 10,000,000 shares of the Issuer's Series F Convertible Preferred Stock and (ii) a Series F Warrant to purchase 33,333,333 shares of the Issuer's Common Stock, for an aggregate purchase price of $10,000,000. On July 20, 2009, Vicis Capital Master Fund entered into a transaction with the Issuer whereby the Issuer received (i) $5,000,000 and (ii) the surrender by Vicis Capital Master Fund of all of its unexercised Common Stock Purchase Warrants; and Vicis Capital Master Fund received (x) a Warrant to purchase 97,606,276 shares of Common Stock with a par value of $0.0001 per share and an exercise price of $0.25 and (y) the waiver by the Issuer of certain anti-dilution rights with respect to certain shares of the Issuer's preferred stock held by Vicis Capital Master Fund that would be triggered in connection with this transaction. The acquisition of the Warrant by the Fund triggered a ratchet provision in each of the Certificates of Designation of the Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock (collectively the "Preferred Stock") whereby the Issuer was required to reduce the conversion price of all of the Preferred Stock to $0.25. On July 31, 2009, Vicis Capital Master Fund converted (i) 9,285,354 shares of the Issuer's Series C Convertible Preferred Stock at a conversion price of $0.25 per share, resulting in the acquisition of 37,141,416 shares of Common Stock; (ii) 7,000,000 shares of the Issuer's Series D Convertible Preferred Stock at a conversion price of $0.25 per share, resulting in the acquisition of 28,000,000 shares of Common Stock; and (iii) 10,000,000 shares of the Issuer's Series F Convertible Preferred Stock at a conversion price of $0.25 per share, resulting in the acquisition of 40,000,000 shares of Common Stock. /s/ Andrew Comito, Compliance Officer, Vicis Capital LLC 2009-08-04 /s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund 2009-08-04 -----END PRIVACY-ENHANCED MESSAGE-----