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. 6)
Odimo
Incorporated
(Name of
Issuer)
Common
Stock, par value $.001 per share
(Title of
Class of Securities)
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the
rule pursuant to which this Schedule is filed:
[_] Rule
13d-1(b)
[X] Rule
13d-1(c)
[_] 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).
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CUSIP No.
67606R107
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Page 2 of
10 Pages
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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) [_]
(b) [X] Joint
Filer
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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5.
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SOLE
VOTING POWER: 1,758,845
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|
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NUMBER
OF SHARES
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6.
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SHARED
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
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|
|
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BY
EACH REPORTING PERSON WITH
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7.
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SOLE
DISPOSITIVE POWER: 1,758,845
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|
|
|
|
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8.
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SHARED
DISPOSITIVE POWER: 0
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9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,845
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.86% (1)
12. TYPE
OF REPORTING PERSON*
PN
|
(1)
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On
the basis of 11
,
086,575
shares of common stock reported by the company to be issued and
outstanding as of November 11, 2009 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 13, 2009
.
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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) [_]
(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: 1,758,845
SHARED
VOTING POWER: 0
SOLE
DISPOSITIVE POWER: 1,758,845
SHARED
DISPOSITIVE POWER: 0
|
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.758,845 (1)
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.86% (2)
12. TYPE
OF REPORTING PERSON*
PN
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(1)
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This
includes 1,758,845 shares held by STEP for which the Reporting Person has
the shared power to vote and
dispose.
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|
(2)
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On
the basis of 11
,
086,575
shares of common stock reported by the company to be issued and
outstanding as of November 11, 2009 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 13, 2009
.
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CUSIP No.
67606R107
|
Page 4 of
10 Pages
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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) [_]
(b) [X] Joint
Filer
3. SEC
USE ONLY
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: 834,382
SHARED
VOTING POWER: 1,758,845
SOLE
DISPOSITIVE POWER: 834,382
SHARED
DISPOSITIVE
POWER: 1,758,845
|
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,593,227
(1)
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.4%
(2)
12. TYPE
OF REPORTING PERSON*
IN
(1) Reflects 786,582 shares of Common Stock held by Mr.
Galloway’s Individual Retirement Account and 47,800 held by Mr. Galloway’s
children for which he has the sole power to vote and dispose. Also
includes 1,758
,
845 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
11, 2009 in the Company’s latest Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on November 13, 2009
.
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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) [_]
(b) [X]
Joint
Filer
3. SEC
USE ONLY
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: 1,758,845
SOLE
DISPOSITIVE POWER: 0
SHARED
DISPOSITIVE
POWER: 1,758,845
|
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,845
(1)
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.86% (2)
12. TYPE
OF REPORTING PERSON*
IN
(1)
This
includes 1,758,845 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
11, 2009 in the Company’s latest Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on November 13, 2009
.
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CUSIP No.
67606R107
|
Page 6 of
10 Pages
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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) [_] Broker
or dealer registered under Section 15 of the Exchange Act.
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CUSIP No.
67606R107
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Page 7 of
10 Pages
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(b) [_] Bank
as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company
as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered
under Section 8 of the Investment
Company
Act.
(e) [_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund
in accordance with
Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in
accordance with
Rule
13d-1(b)(1)(ii)(G);
(h) [_] A
savings association as defined in Section 3(b) of the
Federal
Deposit
Insurance Act;
(i) [_] A church plan that is excluded from the definition of
an
investment company under Section 3(c)(14) of
the Investment
Company
Act;
(j) [_] Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No.
67606R107
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Page 8 of
10 Pages
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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:
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(i)
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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
.
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|
(ii)
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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
.
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(iii)
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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
.
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(iv)
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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): 1,758,845
Bruce
Galloway: 2,593,227
(1)(3)
Gary Herman: 1,758,845
(2)(3)
Galloway Capital Management,
LLC: 1,758,845
(4)
(1)
Includes 786,582 shares held by Mr. Galloway’s Individual Retirement Account and
47,800 held by Mr. Galloway’s children for which he has the sole power to vote
and dispose. Also includes 1,758,845 shares held by STEP
for which Mr. Galloway has shared power to vote and
dispose.
(2)
Includes 1,758,845 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.
This includes 1,758,845 shares held by STEP
for which GCM has shared power to vote and dispose.
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CUSIP No.
67606R107
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Page 9 of
10 Pages
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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.
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CUSIP No.
67606R107
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Page 10
of 10 Pages
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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
12, 2010
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
Odimo (CE) (USOTC:ODMO)
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