UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )
Brookside
Technology Holdings Corp.
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)
June 18,
2008
(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.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Vicis
Capital LLC
45-0538105
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
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Source
of Funds (See Instructions)
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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6.
|
Citizenship or Place of
Organization
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
Sole
Voting Power
13,974,715
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8.
|
Shared
Voting Power
0
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9.
|
Sole
Dispositive Power
13,974,715
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,974,715
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
9.99%
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14.
|
Type
of Reporting Person (See Instructions)
IA
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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 Blvd, Suite 101, Clearwater,
Florida 33760.
Item
2. Identity and Background
|
(a)
|
The
name of the reporting person is Vicis Capital LLC
(“Vicis”). All 13,974,715 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
13,974,715 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”).
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|
(d)
|
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.
|
|
(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
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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
|
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
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.
Since
April 19, 2008, the Fund has 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
|
11/10/2008
|
184,300
|
0.03
|
11/11/2008
|
31,400
|
0.04
|
11/12/2008
|
57,000
|
0.03
|
11/13/2008
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36,000
|
0.03
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11/14/2008
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39,200
|
0.04
|
11/18/2008
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10,000
|
0.04
|
11/19/2008
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55,000
|
0.04
|
11/21/2008
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317,000
|
0.04
|
11/26/2008
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145,000
|
0.04
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12/1/2008
|
145,000
|
0.04
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12/2/2008
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130,100
|
0.04
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12/3/2008
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500,000
|
0.04
|
12/4/2008
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383,200
|
0.03
|
12/5/2008
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85,300
|
0.04
|
12/8/2008
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190,000
|
0.03
|
12/10/2008
|
5,000
|
0.04
|
12/11/2008
|
138,300
|
0.04
|
12/12/2008
|
68,700
|
0.04
|
12/12/2008
|
289,800
|
0.04
|
12/17/2008
|
398,500
|
0.04
|
12/18/2008
|
175,000
|
0.04
|
12/19/2008
|
140,000
|
0.04
|
12/22/2008
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500,000
|
0.04
|
12/23/2008
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200,000
|
0.03
|
12/24/2008
|
140,000
|
0.04
|
12/26/2008
|
30,700
|
0.04
|
12/29/2008
|
44,400
|
0.04
|
12/30/2008
|
75,000
|
0.04
|
12/31/2008
|
2,202,500
|
0.04
|
As a
result of the transactions described above, when the 6,716,400 shares of Common
Stock acquired by the Fund in the last 60 days are aggregated with the 7,258,315
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 13,974,715 shares of
Common Stock.
Item
4. Purpose of Transaction.
Vicis, on
behalf of the Fund, acquired the Common Stock and the Series E Warrant 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 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). 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., 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.
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 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
13,974,715 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
13,974,715 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 13,974,715 shares of Common Stock represent approximately 9.99% of the
Issuer’s outstanding Common Stock (based upon 139,887,040 shares of Common Stock
outstanding at November 14, 2008, as reported by the Issuer in its Quarterly
Report on Form 10-Q filed with the SEC for the period ended September 30, 2008,
and 13,974,715 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.
|
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(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.
January
8, 2009
———————————————————————
Date
/s/
Keith Hughes
———————————————————————
Signature
Chief
Financial Officer
———————————————————————
Name/Title
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