SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. _____)*
SHELLS SEAFOOD RESTAURANTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
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822809 109
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(CUSIP Number)
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Kenneth Koch, Esq.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York 10017
(212) 935-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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May 28, 2004
(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(e), 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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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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13D
CUSIP NO. 822809 109
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1 NAMES OF REPORTING PERSONS
Bruce Galloway
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
---------------- ---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX 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
United States of America
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7 SOLE VOTING POWER
281,000
NUMBER OF --------------- -----------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------- -----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 281,000
PERSON --------------- -----------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 10 pages
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Shells Seafood Restaurants, Inc.,
a Delaware corporation (the "Issuer"). The address of the Issuer's principal
executive office is 16313 North Dale Mabry Highway, Suite 100, Tampa, FL 33618.
The Reporting Person (as defined below) is filing this Schedule
13D to report a change in his investment intent with respect to his ownership of
the shares of Common Stock as previously reported on a Schedule 13G filed by the
Reporting Person on March 8, 2004.
Item 2. Identity and Background
This statement is being filed by Bruce Galloway (the "Reporting
Person"). The Reporting Person is a citizen of the United States of America. The
address of the principal business office of the Reporting Person is c/o Galloway
Capital Management, LLC, 1325 Avenue of the Americas, 26th Floor, New York, NY
10019.
During the last five years, the Reporting Person has not (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 by the Reporting Person
were purchased with working capital.
Item 4. Purpose of Transaction
All of the shares of Common Stock reported herein were originally
acquired for investment purposes. On May 28, 2004, the Reporting Person entered
into a non-binding letter of intent with Shells Investment Partners, LLC (the
"Letter of Intent"), pursuant to which the Reporting Person agreed to purchase
certain securities of the Issuer from Shells Investment Partners, LLC, subject
to the negotiation, execution and delivery of mutually acceptable and legally
binding definitive documents. A copy of the Letter of Intent is filed herewith
as Exhibit 1 and incorporated herein by reference, and the description herein of
the Letter of Intent is qualified in its entirety by reference to the Letter of
Intent. The terms of this proposed transaction are still the subject of ongoing
negotiations, and the Reporting Person cannot give any assurance that any
agreement will be reached or, if an agreement is reached, that a transaction
will be consummated. Due to the execution of the Letter of Intent, the Reporting
Person may no longer be considered to be a passive investor and, therefore, the
Reporting Person has determined that it is appropriate to become a Schedule 13D
filer.
Except as described above, the Reporting Person currently has 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.
Page 3 of 10 pages
Item 5. Interest in Securities of the Issuer
(a) and (b)
The Reporting Person is deemed to be the direct beneficial owner of
281,000 shares of Common Stock, representing approximately 6.02% of the number
of shares of Common Stock outstanding. The Reporting Person has sole power to
direct the vote and sole power to direct the disposition of these shares of
Common Stock.
(c) Except as otherwise stated herein, the Reporting Person has not effected any
transaction relating to the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
All of the shares of Common Stock reported herein were originally
acquired for investment purposes. On May 28, 2004, the Reporting Person entered
into the Letter of Intent, pursuant to which the Reporting Person would purchase
certain securities of the Issuer from Shells Investment Partners, LLC, subject
to the negotiation, execution and delivery of mutually acceptable and legally
binding definitive documents. A copy of the Letter of Intent is filed herewith
as Exhibit 1 and incorporated herein by reference, and the description herein of
the Letter of Intent is qualified in its entirety by reference to the Letter of
Intent. The terms of this proposed transaction are still the subject of ongoing
negotiations, and the Reporting Person cannot give any assurance that any
agreement will be reached or, if an agreement is reached, that a transaction
will be consummated. Due to the execution of the Letter of Intent, the Reporting
Person may no longer be considered to be a passive investor and, therefore, the
Reporting Person has determined that it is appropriate to become a Schedule 13D
filer.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any person with respect to any securities of the Issuer, 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
Exhibit 1 Letter of Intent dated May 28, 2004, by and among the Reporting Person
and Shells Investment Partners, LLC.
Page 4 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.
Date: June 1, 2004
/s/ Bruce Galloway
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Bruce Galloway
Page 5 of 10 pages
INDEX TO EXHIBITS
Exhibit Description
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Exhibit 1 Letter of Intent dated May 28, 2004, by and among the Reporting
Person and Shells Investment Partners, LLC.
Page 6 of 10 pages