UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 7)
Odimo Incorporated
Common Stock, par value $.001 per share
(Title of Class of Securities)
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*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 ("Act") 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).
|
CUSIP No. 67606R107
|
Page 2 of 10 Pages
|
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
Joint Filer
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5.
6.
7.
8.
|
SOLE VOTING POWER: 1,800,395
SHARED VOTING POWER: 0
SOLE DISPOSITIVE POWER: 1,800,395
SHARED DISPOSITIVE POWER: 0
|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,395
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.23% (1)
12. TYPE OF REPORTING PERSON*
PN
____________
|
(1)
|
On the basis of 11
,
086,575 shares of common stock reported by the company to be issued and outstanding as of November 11, 2010 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 9, 2011
.
|
|
CUSIP No. 67606R107
|
Page 3 of 10 Pages
|
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galloway Capital Management, LLC (“GCM”)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
Joint Filer
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5.
6.
7.
8.
|
SOLE VOTING POWER:
1,800,395
SHARED VOTING POWER: 0
SOLE DISPOSITIVE POWER:
1,800,395
SHARED DISPOSITIVE POWER: 0
|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,395 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.23% (2)
12. TYPE OF REPORTING PERSON*
PN
|
(1)
|
This includes 1,800,395 shares held by STEP for which the Reporting Person has the shared power to vote and dispose.
|
|
(2)
|
On the basis of 11
,
086,575 shares of common stock reported by the company to be issued and outstanding as of November 10, 2010 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 9, 2011.
|
|
CUSIP No. 67606R107
|
Page 4 of 10 Pages
|
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce Galloway
(“
Galloway
”)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
Joint Filer
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5.
6.
7.
8.
|
SOLE VOTING POWER: 877,932
SHARED VOTING POWER: 1,800,395
SOLE DISPOSITIVE POWER: 877,932
SHARED DISPOSITIVE POWER: 1,800,395
|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,678,327 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.15% (2)
12. TYPE OF REPORTING PERSON*
IN
__________
|
(1)
|
Reflects 816,
482
shares of Common Stock held by Mr. Galloway’s Individual Retirement Account and 61,450 held by Mr. Galloway’s children for which he has the sole power to vote and dispose. Also includes 1,800,395 shares of Common Stock held by STEP for which Mr. Galloway has 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 of Common Stock directly beneficially owned by STEP (except for (i) indirect interests therein by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Galloway by virtue of being a limited partner of STEP.
|
|
(2)
|
On the basis of 11
,
086
,
575 shares of common stock reported by the Company to be issued and outstanding as of November 10, 2010 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 9, 2011
.
|
|
CUSIP No. 67606R107
|
Page 5 of 10 Pages
|
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Herman
(“
Herman
”)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
Joint Filer
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5.
6.
7.
8.
|
SOLE VOTING POWER: 0
SHARED VOTING POWER: 1,800,395
SOLE DISPOSITIVE POWER: 0
SHARED DISPOSITIVE POWER: 1,800,395
|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,395 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.23% (2)
12. TYPE OF REPORTING PERSON*
IN
_________
|
(1)
|
This includes 1,800,345 shares of Common Stock held by STEP for which the reporting person has the shared power to vote and dispose.
Mr. Herman disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by STEP (except for (i) indirect interests therein by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Herman by virtue of being a limited partner of STEP.
|
|
(2)
|
On the basis of 11
,
086,575 shares of common stock reported by the Company to be issued and outstanding as of November 10, 2010 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 9, 2011.
|
|
CUSIP No. 67606R107
|
Page 6 of 10 Pages
|
Item 1(a). Name of Issuer:
Odimo Incorporated (the “Issuer”)
Item 1(b). Address of Issuer's Principal Executive Offices:
9858 Clint Moore Road
Boca Raton, FL 33496
Item 2(a). Name of Persons Filing:
Strategic Turnaround Equity Partners, LP (Cayman), Galloway Capital Management, LLC, Bruce Galloway and Gary Herman (Collectively, the “Reporting Persons”)
Item 2(b). Address of Principal Business Office, or if None, Residence:
The principal business address for STEP is c/o Stuarts Corporate Services, Ltd, P.O. Box 2510 GT, 4
th
floor, One Cayman Financial Centre, 36A Dr. Roy’s Drive, Georgetown, Grand Cayman, Cayman Island. STEP is managed by Galloway Capital Management, LLC, with its principal business at 720 Fifth Avenue, 10
th
Floor, New York, New York 10019. Mssrs. Galloway and Herman conduct their business at 720 Fifth Avenue, 10
th
Floor, New York, NY 10019
Item 2(c). Citizenship:
STEP is a limited partnership formed under the laws of the Cayman Islands. GCM is a limited liability company incorporated in the state of Delaware. Mssrs. Galloway and Herman are citizens of the United States.
Item 2(d). Title of Class of Securities:
This statement on Schedule 13G is being filed with respect to Common Stock, $0.001 par value per share (the “Common Stock”) of the Issuer.
Item 2(e). CUSIP Number:
67606R107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is
a:
Not Applicable
.
|
(a)
|
o
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
CUSIP No. 67606R107
|
Page 7 of 10 Pages
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
o
|
Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment
Company Act.
|
|
(e)
|
o
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
|
|
(i)
|
o
|
A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
|
|
(j)
|
o
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
CUSIP No. 67606R107
|
Page 8 of 10 Pages
|
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: The information in items 1 and 5 through 11 on the cover page on this Schedule 13G is hereby incorporated by reference.
(b) Percent of class: The information in items 1 and 5 through 11 on the cover page on this Schedule 13G is hereby incorporated by reference.
(c) Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: The information in items 1 and 5 through 11 on
each
cover page
of
this Schedule 13G is hereby incorporated by reference
.
|
|
(ii)
|
Shared power to vote or direct the vote: The information in items 1 and 5 through 11 on
each
cover page
of
this Schedule 13G is hereby incorporated by reference
.
|
|
(iii)
|
Sole power to dispose or direct the disposition of: The information in items 1 and 5 through 11 on
each
cover page
of
this Schedule 13G is hereby incorporated by reference
.
|
|
(iv)
|
Shared power to dispose or direct the disposition of: The information in items 1 and 5 through 11 on
each
cover page
of
this Schedule 13G is hereby incorporated by reference
.
|
The
purpose
of this Filing is to reflect the ownership by the Reporting Persons in the shares of the Issuer.
Strategic Turnaround Equity Partners, L.P. (Cayman): 1,800,395
Bruce Galloway: 2,678,327
(1)(3)
Gary Herman: 1,800,395
(2)(3)
Galloway Capital Management, LLC: 1,800,395
(4)
(1) Includes 816,482 shares held by Mr. Galloway’s Individual Retirement Account and 61,450 held by Mr. Galloway’s children for which he has the sole power to vote and dispose. Also includes 1,800,395 shares held by STEP
for which Mr. Galloway has
shared
power to vote and dispose.
(2) Includes 1,800,395 shares held by STEP
for
which
Mr. Herman has shared power to vote and dispose
.
(3) Mr. Galloway and Mr. Herman are the managing members of Galloway Capital Management, LLC, the general partner of STEP and share the power to vote and dispose the shares. As a result, Mr. Galloway and Mr. Herman may be deemed to indirectly beneficially own the shares held by STEP. Mr. Galloway and Mr. Herman disclaim beneficial ownership of the shares directly beneficially owned by STEP, except to the indirect interests by virtue of Mr. Galloway being, together with Mr. Herman, managing members of Galloway Capital Management, LLC (Cayman), the general partner of STEP.
(4
)
This includes 1,800,395 shares held by STEP for which GCM has shared power to vote and dispose.
|
CUSIP No. 67606R107
|
Page 9 of 10 Pages
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ].
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
As set forth in Item 4(c), some of the shares of Common Stock covered by this Schedule 13G are owned by persons other than Galloway, none of whom, holds five percent or more of the securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
(a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 67606R107
|
Page 10 of 10 Pages
|
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.
Dated: February 15, 2011
|
Strategic Turnaround Equity Partners, LP (Cayman)
|
|
|
|
|
|
By:
|
/s/
Gary
Herman
|
|
|
Name:
|
Gary Herman
|
|
|
Title:
|
Managing Member of Galloway Capital Management, LLC
the General Partner of Strategic Turnaround Equity Partners, LP (Cayman)
|
|
|
Galloway Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Gary
Herman
|
|
|
Name:
|
Gary Herman
|
|
|
Title:
|
Managing Member
|
|
|
By:
|
/s/
Bruce
Galloway
|
|
|
|
Bruce Galloway
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Gary
Herman
|
|
|
|
Gary Herman
|
|
|
|
|
|
|
|
|