SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 4) (1)
Stonepath Group, Inc.
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
861837102
---------
(CUSIP Number)
c/o Strategic Turnaround Equity Partners, L.P. (Cayman)
720 Fifth Avenue, 10th Floor
New York, New York 10019
(212) 247-0581
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 2, 2007
------------
(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 Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box. X
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
_______________________
(1) 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 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).
(Continued on following pages)
------------------- -------------------
CUSIP No. 861837102 13D
------------------- -------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic Turnaround Equity Partners, L.P.(Cayman) 98-0498777
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) X
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS * WC
--------- ----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER 0
----- -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,955,590
----- -------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
----- -------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 3,955,590
------------------------ ----- -------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,955,590 (1)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.31% (1)
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
--------- ----------------------------------------------------------------------
(1) On the basis of 47,581,919. This is comprised of 43,777,151 shares of
Common Stock reported by the Company to be issued and outstanding as of
November 10, 2006 in the Company's latest Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November
14, 2006, plus 3,804,768 shares of common stock which we believe have
been issued subsequent to the filing of the 10Q as discussed above.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------- -------------------
CUSIP No. 861837102 13D
------------------- -------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galloway Capital Management LLC 90-0000838
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) X
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS * N/A
--------- ----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------- ----------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER 0
----- -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,955,590
----- -------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
----- -------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 3,955,590
------------------------ ----- -------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,955,590 (1)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.31% (1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
--------- ----------------------------------------------------------------------
(1) On the basis 47,581,919. This is comprised of 43,777,151 shares of
Common Stock reported by the Company to be issued and outstanding as of
November 10, 2006 in the Company's latest Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November
14, 2006, plus 3,804,768 shares of common stock which we believe have
been issued subsequent to the filing of the 10Q as discussed above.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------- -------------------
CUSIP No. 861837102 13D
------------------- -------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary L. Herman N/A
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) X
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS * PF
--------- ----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
--------- ----------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER 60,000(1)
----- -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,955,590
----- -------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 60,000(1)
----- -------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 3,955,590
------------------------ ----- -------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,015,590 (1)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.43% (2)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
--------- ----------------------------------------------------------------------
(1) This includes 30,000 shares of common stock held by the Gary Herman,
IRA.
(2) On the basis of 47,581,919. This is comprised of 43,777,151 shares of
Common Stock reported by the Company to be issued and outstanding as of
November 10, 2006 in the Company's latest Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November
14, 2006, plus 3,804,768 shares of common stock which we believe have
been issued subsequent to the filing of the 10Q as discussed above.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------- -------------------
CUSIP No. 861837102 13D
------------------- -------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce Galloway N/A
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) X
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS * PF
--------- ----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
--------- ----------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER 864,199(1)
----- -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,955,590
----- -------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 864,199 (1)
----- -------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 3,955,590
------------------------ ----- -------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,819,789 (1)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.12% (2)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
--------- ----------------------------------------------------------------------
(1) This includes 748,749 shares of common stock held by Mr. Galloway
through the Bruce Galloway, IRA, 55,000 shares of common stock owned by
Mr. Galloway's children, Justin and Alana, for which Mr. Galloway has
the power to vote and dispose and 60,450 by RexonGalloway Capital
Growth, LLC for which Mr. Galloway retains full investment and voting
discretion.
(2) On the basis of 47,581,919. This is comprised of 43,777,151 shares of
Common Stock reported by the Company to be issued and outstanding as of
November 10, 2006 in the Company's latest Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November
14, 2006, 3,804,768 shares of common stock which we believe have been
issued subsequent to the filing of the 10Q as discussed above.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the common
stock, no par value, (the "Common Stock") of Stonepath Group, Inc., a Delaware
corporation, (the "Company"). The principal executive offices of the Company are
located at World Trade Center, 2200 Alaskan Way, Suite 200, Seattle, WA 98121.
Item 2. Identity and Background.
This statement is being filed jointly by Strategic Turnaround Equity Partners,
L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L.
Herman (collectively, the "Reporting Persons").
Strategic Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited
liability partnership and is a fund focused on investing primarily in
undervalued public equities. Galloway Capital Management LLC is a Delaware
limited liability company principally engaged in serving as the general partner
of Strategic Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce
Galloway are citizens of the United States, managing members of Galloway Capital
Management LLC and Mr. Galloway is a holder of the majority of the membership
interests in Galloway Capital Management LLC, and is a holder of the majority of
the partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman)
The name and positions of the executive officers and directors of each of the
Reporting Persons are set forth below. Other than as listed in Item 5 of this
Report, each executive officer and director listed below disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the Reporting
Persons.
Strategic Turnaround Equity Partners, L.P. (Cayman) Cayman Islands limited partnership
General Partner - Galloway Capital Management LLC
Galloway Capital Management LLC Delaware limited liability company
Managing Member - Gary L. Herman
Managing Member - Bruce Galloway
Bruce Galloway Citizenship - United States
Managing Member - Galloway Capital
Management LLC
Managing Member - Strategic Turnaround
Equity Partners, L.P. (Cayman)
Gary L. Herman Citizenship - United States
Managing Member - Galloway Capital
Management LLC
Managing Member - Strategic Turnaround
Equity Partners, L.P. (Cayman)
The address of the principal business office of Strategic Turnaround Equity
Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and
Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720
Fifth Avenue, 10th Floor, New York, New York 10019.
During the last five years, neither the Reporting Persons nor any executive
officer or director of the Reporting Persons have (i) been convicted in any
criminal proceeding or (ii) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was
subject to any 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 shares of Common Stock owned directly and indirectly by the Reporting
Persons were purchased with working capital of Strategic Turnaround Equity
Partners, L.P (Cayman) and the personal investment capital of Messrs. Galloway
and Herman.
Item 4. Purpose of Transaction.
All of the shares of Common Stock reported herein were acquired for investment
purposes. On each of the following dates and at the following prices per share,
Strategic Turnaround Equity Partners, L.P. (Cayman) made purchases or
dispositions of Common Stock on the open market with its working capital:
---------------------------------------------------------------------------
Date Number of Shares Acquired Price Per Share
(Disposed)
---------------------------------------------------------------------------
3/29/07 30,000 $0.1998
---------------------------------------------------------------------------
3/30/07 30,000 $0.2000
---------------------------------------------------------------------------
4/05/07 99,100 $0.1300
---------------------------------------------------------------------------
4/18/07 (145,400) $0.1142
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Other than as set forth below, the Reporting Persons currently have no plan or
proposal which relates to or would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to this
Report.
The Reporting Persons have decided not to proceed with their Consent
Solicitation, and do not intend to submit any further proxy material for review
by the Securities & Exchange Commission at this time.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As of the date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman),
Galloway Capital Management LLC (as the general partner of Strategic Turnaround
Equity Partners, L.P. (Cayman)), Bruce Galloway and Gary L. Herman (as a
Managing Members of Galloway Capital Management LLC) are deemed to beneficially
own an aggregate of 3,955,590 shares of Common Stock, representing approximately
9.00% of the number of shares of Common Stock stated to be outstanding by the
Company in its Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission 3,804,768 shares of common stock which we believe have been
issued subsequent to the filing of
the 10Q as discussed above on November 14, 2006. Strategic Turnaround Equity
Partners, L.P. (Cayman) is deemed to be the direct beneficial owner of 3,955,590
shares of Common Stock. Galloway Capital Management LLC is deemed to be the
indirect beneficial owner of 3,955,590 shares of Common Stock. Bruce Galloway
and Gary L. Herman are deemed to be the indirect beneficial owners of 3,955,590
shares of Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway
and Gary L. Herman disclaim beneficial ownership of the shares of Common Stock
directly beneficially owned by Strategic Turnaround Equity Partners, L.P.
(Cayman) (except for (i) the indirect interest of Galloway Capital Management
LLC by virtue of being the general partner of Strategic Turnaround Equity
Partners, L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary
L. Herman by virtue of being members of Galloway Capital Management LLC, and
(iii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of
being limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman).
Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared
power to direct the vote and shared power to direct the disposition of these
shares of Common Stock.
Of the total 864,199 shares of common stock directly held by Mr. Galloway,
748,740 are held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares
of common stock are owned by Mr. Galloway's children, Justin and Alana, for
which Mr. Galloway has the power to vote and dispose, and 60,450 shares of
common stock are held by RexonGalloway Capital Growth, an investment company in
which Mr. Galloway is a member ("RexonGalloway") and for which Mr. Galloway
retains full investment and voting discretion.
Gary L. Herman directly beneficially owns 60,000 shares of common stock, 30,000
shares of which are held individually and 30,000 shares are held through the
Gary Herman, IRA.
(c)
Other than as set forth in this Report, the Reporting Persons and the executive
officers and directors listed in Item 2 have not effected any transactions in
the shares of the Company's equity securities within the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
the Issuer.
Except as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting Persons named in
Item 2 hereof and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
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.
Strategic Turnaround Equity Partners, L.P.
(Cayman)
July 2, 2007 By:/s/ Gary Herman
------------------
Name: Gary Herman
Title: Managing Member of Galloway Capital
Management LLC, the General Partner of Strategic
Turnaround Equity Partners, L.P. (Cayman)
Galloway Capital Management, LLC
July 2, 2007 By:/s/ Bruce Galloway
---------------------
Name: Bruce Galloway
Title: Managing Member
Gary L. Herman
July 2, 2007 /s/ Gary L. Herman
------------------
Bruce Galloway
July 2, 2007 /s/ Bruce Galloway
------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).