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. 1)*
SHELLS SEAFOOD RESTAURANTS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
822809 109
--------------------------------
(CUSIP Number)
Kenneth Koch, Esq.
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)
June 23, 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..
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).
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
GCM Shells Seafood Partners, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,068,964
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,068,964
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,964
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
================================================================================
Page 2 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Galloway Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 668,103
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
668,103
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,103
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
================================================================================
Page 3 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
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]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 281,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,737,067
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 281,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,737,067
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,018,067
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.49%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 4 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Gary Herman
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,737,067
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,737,067
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,737,067
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.11%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 5 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Trinad Capital, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,603,445
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,603,445
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
Page 6 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Trinad Advisors GP, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,603,445
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,603,445
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
================================================================================
Page 7 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Robert Ellin
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,603,445
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,603,445
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 8 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Irwin Gross
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,603,445
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,603,445
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 9 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Jay Wolf
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,603,445
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,603,445
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 10 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Atlantis Equities, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 668,103
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
668,103
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,103
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
Page 11 of 23 pages
================================== 13D
CUSIP NO. 822809 109
==================================
================================================================================
1 NAMES OF REPORTING PERSONS
Nancy Ellin
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 668,103
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
668,103
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,103
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 12 of 23 pages
Item 1. Security and Issuer
This Amendment No. 1 to 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 Persons (as defined below) hereby amend the statement on Schedule
13D filed with the SEC on June 1, 2004 relating to the shares of Common Stock as
set forth below.
Item 2. Identity and Background
This statement is being filed jointly by GCM Shells Seafood Partners, LLC, a
Delaware limited liability company ("GCM"), Galloway Capital Management, LLC, a
Delaware limited liability company ("Galloway Capital"), Mr. Bruce Galloway, Mr.
Gary Herman, Trinad Capital, L.P., a Delaware limited partnership ("Trinad
Capital"), Trinad Advisors GP, LLC, a Delaware limited liability company
("Trinad Advisors"), Mr. Robert Ellin, Mr. Irwin Gross, Mr. Jay Wolf, Atlantis
Equities, Inc., a New York corporation ("Atlantis"), and Mrs. Nancy Ellin
(collectively, the "Reporting Persons").
GCM is a newly-formed entity, of which Messrs. Galloway and Herman are the
managing members. Galloway Capital is a money management firm, of which Messrs.
Galloway and Herman are the managing members. Each of Messrs. Galloway and
Herman is an individual investor and a citizen of the United States. The address
of the principal business office of each of GCM, Galloway Capital and Messrs.
Galloway and Herman is c/o Galloway Capital Management, LLC, 1325 Avenue of the
Americas, 26th Floor, New York, NY 10019.
Trinad Capital is a hedge fund dedicated to investing in micro-cap companies.
Trinad Advisors is principally engaged in serving as the general partner of
Trinad Capital. The present principal employment of each of Messrs. Ellin, Gross
and Wolf is serving as a managing member of Trinad Advisors. Each of Messrs.
Ellin and Gross is (i) the holder of 40% of the membership interests in Trinad
Advisors and (ii) the holder of approximately 14% of the partnership interests
in Trinad Capital. Mr. Wolf is (i) the holder of 20% of the membership interests
in Trinad Advisors and (ii) the holder of approximately 1% of the partnership
interests in Trinad Capital. Atlantis is a merchant banking firm. Nancy Ellin is
the sole officer and director and the sole shareholder of Atlantis, and her
present principal occupation is serving as such. Nancy Ellin and each of Messrs.
Ellin, Gross and Wolf is a citizen of the United States. The address of the
principal business office of each of Trinad Capital, Trinad Advisors, Robert
Ellin, Irwin Gross, Jay Wolf, Atlantis and Nancy Ellin is c/o Trinad Capital
L.P., 153 East 53rd St., 48th Floor, New York, NY 10022.
During the last five years, neither the Reporting Persons nor any executive
officer or director of the Reporting Persons has (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.
Page 13 of 23 pages
The Reporting Persons are filing this joint statement on Schedule 13D because
such Reporting Persons may be deemed to be members of a "group" for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Each Reporting Person disclaims beneficial ownership of any Common Stock
beneficially owned by any other Reporting Person, except that: (i) Messrs.
Galloway and Herman acknowledge indirect beneficial ownership of the Common
Stock owned by GCM and Galloway Capital; (ii) Trinad Advisors and Messrs. Ellin,
Gross and Wolf acknowledge indirect beneficial ownership of the Common Stock
owned by Trinad Capital; and (iii) Nancy Ellin acknowledges indirect beneficial
ownership of the Common Stock owned by Atlantis. Information with respect to
each Reporting Person is given solely by such Reporting Person and no Reporting
Person has the responsibility for the accuracy or completeness of the
information supplied by any other Reporting Person. Although the Reporting
Persons may be deemed to constitute a "group" for the purposes of the Exchange
Act, the filing of this statement should not be deemed an admission that the
Reporting Persons are a "group" for such purposes.
Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4 hereof, GCM and Trinad Capital entered into
the Purchase Agreement (as such term is defined in Item 4) with respect to the
transactions contemplated thereby. The funds for the purchase of the SIP Note
(as such term is defined in Item 4) and the SIP Warrants (as such term is
defined in Item 4) were obtained from the contributions of GCM's members and
Trinad Capital's limited partners, respectively.
Item 4. Purpose of Transaction
GCM, Galloway Capital, Trinad Capital and Atlantis acquired the SIP Note and SIP
Warrants pursuant to the terms of the Purchase Agreement. Each of the Reporting
Persons consider the securities that it beneficially owns as an investment made
in the ordinary course of its business. Each of the Reporting Persons intends to
review on a continuing basis its investment in the Issuer, including the
Issuer's business, financial condition and operating results and general market
and industry conditions and, based upon such review, may acquire additional
securities or dispose of securities in the open market, in privately negotiated
transactions or in any other lawful manner. The Reporting Persons believe that
the Issuer is in need of additional financing and intend to seek additional
financing for the Issuer. Such additional financing may be in the form of equity
or debt and may affect the capital structure of the Issuer. There is no
assurance that such additional financing can be obtained on terms acceptable to
the Issuer.
On June 23, 2004, GCM and Trinad Capital entered into a securities purchase
agreement (the "Purchase Agreement") with Shells Investment Partners, LLC
("SIP"), pursuant to which, among other things, SIP sold to GCM and Trinad
Capital for $1,000,000: (i) a 15% senior secured promissory note of the Issuer
due January 31, 2005 in the principal amount of $1,000,000 (the "SIP Note"); and
(ii) detachable warrants exercisable into an aggregate of 4,008,615 shares of
Common Stock, with an exercise price of $0.16 per share (the "SIP Warrants").
The SIP Warrants are immediately exercisable and expire on January 31, 2005.
In connection with the closing of the present transaction, the SIP Note and the
SIP Warrants were surrendered to the Issuer for cancellation. In exchange for
the SIP Note, the Issuer issued to Trinad Capital and GCM promissory notes in
Page 14 of 23 pages
the same form as the SIP Note: (i) Trinad Capital's note in the principal amount
of $600,000 (the "Trinad Note"); and (ii) GCM's note in the principal amount of
$400,000 (the "GCM Note"). In exchange for the SIP Warrants, the Issuer issued
to Trinad Capital, Atlantis, GCM and Galloway Capital warrants in the same form
as the SIP Warrants: (i) Trinad Capital's warrant for 1,603,445 shares of Common
Stock (the "Trinad Warrant"); (ii) Atlantis' warrant for 668,103 shares of
Common Stock (the "Atlantis Warrant"); (iii) GCM's warrant for 1,068,964 shares
of Common Stock (the "GCM Warrant"); and (iv) Galloway Capital's warrant for
668,103 shares of Common Stock (the "Galloway Capital Warrant").
The SIP Note and the SIP Warrants were originally acquired by SIP on January 31,
2002 in a private financing transaction with the Issuer (the "Original
Financing"). In connection with the closing of the present transaction, SIP
transferred to GCM and Trinad Capital all of SIP's rights under each of the
investment documents that were executed in connection with the Original
Financing, including the following: (i) the Securities Purchase Agreement dated
January 31, 2002, among the Issuer, SIP and the other parties thereto (the
"SPA"); (ii) the Security Agreement dated January 31, 2002, among the Issuer,
SIP and the other parties thereto (the "Security Agreement"); and (iii) the
Investors Rights Agreement dated January 31, 2002, among the Issuer, SIP and the
other parties thereto (the "Investors Rights Agreement"). Some warrants to
purchase additional shares of Common Stock, which also were acquired by SIP in
connection with the Original Financing, are being retained by SIP.
As SIP's successor under the Investor Rights Agreement, GCM and Trinad Capital
are collectively entitled to nominate three individuals to serve on the Issuer's
board of directors. In connection with the closing of the present transaction:
(i) J. Steven Gardner, John N. Giordano, and Thomas R. Newkirk, designees of
SIP, resigned as members of the Issuer's board of directors; and (ii) Messrs.
Robert Ellin, Jay Wolf and Gary Herman, designees of GCM and Trinad Capital,
were appointed as members of the Issuer's board of directors.
Copies of the Purchase Agreement, the GCM Note, the Trinad Note, the Galloway
Capital Warrant, the GCM Warrant, the Trinad Warrant, the Atlantis Warrant, the
SPA, the Security Agreement and the Investor Rights Agreement are filed herewith
as Exhibits 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, respectively, and incorporated
herein by reference, and the descriptions herein of the Purchase Agreement, the
GCM Note, the Trinad Note, the Galloway Capital Warrant, the GCM Warrant, the
Trinad Warrant, the Atlantis Warrant, the SPA, the Security Agreement and the
Investor Rights Agreement are qualified in their entirety by reference to the
Purchase Agreement, the GCM Note, the Trinad Note, the Galloway Capital Warrant,
the GCM Warrant, the Trinad Warrant, the Atlantis Warrant, the SPA, the Security
Agreement and the Investor Rights Agreement.
Except as described herein, 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.
Page 15 of 23 pages
Item 5. Interest in Securities of the Issuer
(a) and (b)
GCM, Bruce Galloway (as managing member of GCM) and Gary Herman (as managing
member of GCM) are deemed to beneficially own an aggregate of 1,068,964 shares
of Common Stock that may be acquired by GCM upon exercise of the GCM Warrant,
representing approximately 18.62% of the 4,671,375 shares of Common Stock
reported as outstanding in the Issuer's Quarterly Report on Form 10-Q filed with
the SEC on May 12, 2004 (the "Outstanding Shares") (assuming the issuance of
1,068,964 shares of Common Stock upon exercise of the GCM Warrant). GCM is the
direct beneficial owner, and Messrs. Galloway and Herman (as managing members of
GCM) are deemed to be the indirect beneficial owners, of the 1,068,964 shares of
Common Stock. Messrs. Galloway and Herman disclaim beneficial ownership of the
shares of Common Stock directly beneficially owned by GCM (except for the
indirect pecuniary interest of Messrs. Galloway and Herman arising therein). GCM
and Messrs. Galloway and Herman have shared power to direct the vote and shared
power to direct the disposition of these shares of Common Stock.
Galloway Capital, Bruce Galloway (as managing member of Galloway Capital) and
Gary Herman (as managing member of Galloway Capital) are deemed to beneficially
own an aggregate of 668,103 shares of Common Stock that may be acquired by
Galloway Capital upon exercise of the Galloway Capital Warrant, representing
approximately 12.51% of the Outstanding Shares (assuming the issuance of 668,103
shares of Common Stock upon exercise of the Galloway Capital Warrant). Galloway
Capital is the direct beneficial owner, and Messrs. Galloway and Herman (as
managing members of Galloway Capital) are deemed to be the indirect beneficial
owners, of the 668,103 shares of Common Stock. Messrs. Galloway and Herman
disclaim beneficial ownership of the shares of Common Stock directly
beneficially owned by Galloway Capital (except for the indirect pecuniary
interest of Messrs. Galloway and Herman arising therein). Galloway Capital and
Messrs. Galloway and Herman have shared power to direct the vote and shared
power to direct the disposition of these shares of Common Stock.
Bruce Galloway is deemed to be the direct beneficial owner of 281,000 shares of
Common Stock, representing approximately 6.02% of the Outstanding Shares. Bruce
Galloway has sole power to direct the vote and sole power to direct the
disposition of these shares of Common Stock.
The 2,018,067 shares of Common Stock of which Bruce Galloway is deemed to be the
direct and indirect beneficial owner (consisting of 281,000 shares of Common
Stock owned directly, 1,068,964 shares of Common Stock underlying the GCM
Warrant and 668,103 shares of Common Stock underlying the Galloway Capital
Warrant) represent approximately 31.49% of the Outstanding Shares (assuming the
issuance of 1,068,964 shares of Common Stock upon exercise of the GCM Warrant
and 668,103 shares of Common Stock upon exercise of the Galloway Capital
Warrant).
The 1,737,067 shares of Common Stock of which Gary Herman is deemed to be the
indirect beneficial owner (consisting of 1,068,964 shares of Common Stock
underlying the GCM Warrant and 668,103 shares of Common Stock underlying the
Galloway Capital Warrant) represent approximately 27.11% of the Outstanding
Page 16 of 23 pages
Shares (assuming the issuance of 1,068,964 shares of Common Stock upon exercise
of the GCM Warrant and 668,103 shares of Common Stock upon exercise of the
Galloway Capital Warrant).
Trinad Capital, Trinad Advisors (as the general partner of Trinad Capital),
Robert Ellin (as managing member of Trinad Advisors), Irwin Gross (as managing
member of Trinad Advisors) and Jay Wolf (as managing member of Trinad Advisors)
are deemed to beneficially own an aggregate of 1,603,445 shares of Common Stock
that may be acquired by Trinad Capital upon exercise of the Trinad Warrant,
representing approximately 25.55% of the Outstanding Shares (assuming the
issuance of 1,603,445 shares of Common Stock upon exercise of the Trinad
Warrant). Trinad Capital is the direct beneficial owner, and Trinad Advisors (as
the general partner of Trinad Capital) and Messrs. Ellin, Gross and Wolf (as
managing members of Trinad Capital) are deemed to be the indirect beneficial
owners, of the 1,603,445 shares of Common Stock. Trinad Advisors and Messrs.
Ellin, Gross and Wolf disclaim beneficial ownership of the shares of Common
Stock directly beneficially owned by Trinad Capital (except for the indirect
pecuniary interest of Trinad Advisors and Messrs. Ellin, Gross and Wolf arising
therein). Trinad Capital, Trinad Advisors and Messrs. Ellin, Gross and Wolf have
shared power to direct the vote and shared power to direct the disposition of
these shares of Common Stock.
Atlantis and Nancy Ellin (as the sole shareholder of Atlantis) are deemed to
beneficially own an aggregate of 668,103 shares of Common Stock that may be
acquired by Atlantis upon exercise of the Atlantis Warrant, representing
approximately 12.51% of the Outstanding Shares (assuming the issuance of 668,103
shares of Common Stock upon exercise of the Atlantis Warrant). Atlantis is the
direct beneficial owner, and Nancy Ellin (as the sole shareholder of Atlantis)
is deemed to be the indirect beneficial owner, of the 668,103 shares of Common
Stock. Atlantis and Mrs. Ellin have shared power to direct the vote and shared
power to direct the disposition of these shares of Common Stock.
(c) Except as otherwise stated herein, none of the Reporting Persons has
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
Reference is made to the Purchase Agreement, the GCM Note, the Trinad Note, the
Galloway Capital Warrant, the GCM Warrant, the Trinad Warrant, the Atlantis
Warrant, the SPA, the Security Agreement and the Investor Rights Agreement
described in Item 4, which are filed herewith as Exhibits 1, 2, 3, 4, 5, 6, 7,
8, 9 and 10, respectively, and are incorporated herein by reference, and the
descriptions herein of the Purchase Agreement, the GCM Note, the Trinad Note,
the Galloway Capital Warrant, the GCM Warrant, the Trinad Warrant, the Atlantis
Warrant, the SPA, the Security Agreement and the Investor Rights Agreement are
qualified in their entirety by reference to the Purchase Agreement, the GCM
Note, the Trinad Note, the Galloway Capital Warrant, the GCM Warrant, the Trinad
Warrant, the Atlantis Warrant, the SPA, the Security Agreement and the Investor
Rights Agreement.
Page 17 of 23 pages
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 Securities Purchase Agreement (incorporated by reference to Exhibit
10.01 to the Issuer's Form 8-K, filed with the SEC on June 25,
2004).
Exhibit 2 $400,000 Promissory Note issued to GCM (incorporated by reference to
Exhibit 10.02 to the Issuer's Form 8-K, filed with the SEC on June
25, 2004).
Exhibit 3 $600,000 Promissory Note issued to Trinad Capital (incorporated by
reference to Exhibit 10.03 to the Issuer's Form 8-K, filed with the
SEC on June 25, 2004).
Exhibit 4 Warrant for 668,103 shares of Common Stock issued to Galloway
Capital (incorporated by reference to Exhibit 10.04 to the Issuer's
Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 5 Warrant for 1,068,964 shares of Common Stock issued to GCM
(incorporated by reference to Exhibit 10.05 to the Issuer's Form
8-K, filed with the SEC on June 25, 2004).
Exhibit 6 Warrant for 1,603,445 shares of Common Stock issued to Trinad
Capital (incorporated by reference to Exhibit 10.06 to the Issuer's
Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 7 Warrant for 668,103 shares of Common Stock issued to Atlantis
Equities, Inc. (incorporated by reference to Exhibit 10.07 to the
Issuer's Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 8 Securities Purchase Agreement dated January 31, 2002 (incorporated
by reference to Exhibit 10.56 to the Issuer's Form 8-K, filed with
the SEC on February 27, 2002).
Exhibit 9 Security Agreement dated January 31, 2002 (incorporated by reference
to Exhibit 10.57 to the Issuer's Form 8-K, filed with the SEC on
February 27, 2002).
Exhibit 10 Investors Rights Agreement dated January 31, 2002 (incorporated by
reference to Exhibit 10.58 to the Issuer's Form 8-K, filed with the
SEC on February 27, 2002).
Exhibit 11 Joint Filing Agreement of the Reporting Persons pursuant to Rule
13d-1(k).
Page 18 of 23 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 25, 2004
GCM SHELLS SEAFOOD PARTNERS, LLC
By: /s/ Gary Herman
---------------------------------
Name: Gary Herman
Title: Managing Member
GALLOWAY CAPITAL MANAGEMENT, LLC
By: /s/ Gary Herman
---------------------------------
Name: Gary Herman
Title: Managing Member
/s/ Bruce Galloway
---------------------------------
BRUCE GALLOWAY
/s/ Gary Herman
---------------------------------
GARY HERMAN
Page 19 of 23 pages
TRINAD CAPITAL, L.P.
By: Trinad Advisors GP, LLC
By: /s/ Robert Ellin
---------------------------------
Name: Robert Ellin
Title: Managing Member
TRINAD ADVISORS GP, LLC
By: /s/ Robert Ellin
---------------------------------
Name: Robert Ellin
Title: Managing Member
/s/ Robert Ellin
---------------------------------
ROBERT ELLIN
/s/ Irwin Gross
---------------------------------
IRWIN GROSS
/s/ Jay Wolf
---------------------------------
JAY WOLF
ATLANTIS EQUITIES, INC.
By: /s/ Robert Ellin
---------------------------------
Name: Robert Ellin
Title: President
/s/ Nancy Ellin
---------------------------------
NANCY ELLIN
Page 20 of 23 pages
INDEX TO EXHIBITS
Exhibit Description
------- -----------
Exhibit 1 Securities Purchase Agreement (incorporated by reference to
Exhibit 10.01 to the Issuer's Form 8-K, filed with the SEC on June
25, 2004).
Exhibit 2 $400,000 Promissory Note issued to GCM (incorporated by reference
to Exhibit 10.02 to the Issuer's Form 8-K, filed with the SEC on
June 25, 2004).
Exhibit 3 $600,000 Promissory Note issued to Trinad Capital (incorporated by
reference to Exhibit 10.03 to the Issuer's Form 8-K, filed with the
SEC on June 25, 2004).
Exhibit 4 Warrant for 668,103 shares of Common Stock issued to Galloway
Capital (incorporated by reference to Exhibit 10.04 to the Issuer's
Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 5 Warrant for 1,068,964 shares of Common Stock issued to GCM
(incorporated by reference to Exhibit 10.05 to the Issuer's Form
8-K, filed with the SEC on June 25, 2004).
Exhibit 6 Warrant for 1,603,445 shares of Common Stock issued to Trinad
Capital (incorporated by reference to Exhibit 10.06 to the Issuer's
Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 7 Warrant for 668,103 shares of Common Stock issued to Atlantis
Equities, Inc. (incorporated by reference to Exhibit 10.07 to the
Issuer's Form 8-K, filed with the SEC on June 25, 2004).
Exhibit 8 Securities Purchase Agreement dated January 31, 2002 (incorporated
by reference to Exhibit 10.56 to the Issuer's Form 8-K, filed with
the SEC on February 27, 2002).
Exhibit 9 Security Agreement dated January 31, 2002 (incorporated by
reference to Exhibit 10.57 to the Issuer's Form 8-K, filed with the
SEC on February 27, 2002).
Exhibit 10 Investors Rights Agreement dated January 31, 2002 (incorporated
by reference to Exhibit 10.58 to the Issuer's Form 8-K, filed with
the SEC on February 27, 2002).
Exhibit 11 Joint Filing Agreement of the Reporting Persons pursuant to Rule
13d-1(k).
Page 21 of 23 pages
EXHIBIT 11
----------
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D with respect to the Common Stock, par value $.01 per share, of Shells
Seafood Restaurants, Inc., is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D shall be filed
on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent it knows or has reason to believe that such
information is inaccurate.
Dated: June 25, 2004
GCM SHELLS SEAFOOD PARTNERS, LLC
By: /s/ Bruce Galloway
------------------------------------------
Name: Bruce Galloway
Title: Managing Member
GALLOWAY CAPITAL MANAGEMENT, LLC
By: /s/ Bruce Galloway
------------------------------------------
Name: Bruce Galloway
Title: Managing Member
/s/ Bruce Galloway
------------------------------------------
BRUCE GALLOWAY
/s/ Gary Herman
------------------------------------------
GARY HERMAN
Page 22 of 23 pages
TRINAD CAPITAL, L.P.
By: Trinad Advisors GP, LLC
By: /s/ Robert Ellin
------------------------------------------
Name: Robert Ellin
Title: Managing Member
TRINAD ADVISORS GP, LLC
By: /s/ Robert Ellin
------------------------------------------
Name: Robert Ellin
Title: Managing Member
/s/ Robert Ellin
------------------------------------------
ROBERT ELLIN
/s/ Irwin Gross
------------------------------------------
IRWIN GROSS
/s/ Jay Wolf
------------------------------------------
JAY WOLF
ATLANTIS EQUITIES, INC.
By: /s/ Robert Ellin
------------------------------------------
Name: Robert Ellin
Title: President
/s/ Nancy Ellin
------------------------------------------
NANCY ELLIN
Page 23 of 23 pages