UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
SP Holding Corp (f/k/a Speedcom Wireless Corporation)
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
78465L206
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(CUSIP Number)
Steven Derby
SDS Management, LLC
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
(203) 967-5850
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 12, 2007
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP No. 78465L206 13D Page 2 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Capital Group SPC, Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: (See Instructions)
OO
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5. Check 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
Cayman Islands
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Number of 7. Sole Voting Power 438,794
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 438,794
Person With ------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
438,794 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
2.24%
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14. Type of Reporting Person (See Instructions)
CO
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(1) Inculdes 422,794 shares of common stock; 16,000 shares of common stock
issuable upon the exercise of warrants.
CUSIP No. 78465L206 13D Page 3 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Management, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds: (See Instructions)
--------------------------------------------------------------------------------
5. Check 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
Delaware
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 438,794
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 438,794
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
438,794
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.24%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 78465L206 13D Page 4 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. Steven Derby
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: (See Instructions)
--------------------------------------------------------------------------------
5. Check 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
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 438,794
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 438,794
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
438,794
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.24%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 78465L206 13D Page 5 of 10 Pages
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Introduction
This Amendment No. 5 to Schedule 13D is being filed by SDS
Capital Group SPC, Ltd., a Cayman Islands corporation (the "Reporting Person"),
with respect to its beneficial ownership of shares of common stock, par value
$.001 per share ("Common Stock"), of SP Holding Corporation, a Delaware
corporation ("SP Holding"). The Reporting Person filed an initial Schedule 13D
on January 30, 2004; Amendment No. 1 to Schedule 13D on February 11, 2004;
Amendment No. 2 to Schedule 13D on November 2, 2005; Amendment No. 3 to
Schedule 13D on December 31, 2005 and Amendment No. 4 to Schedule 13D on
December 31, 2006
Item 1. Security and Issuer
This statement relates to the Common Stock of SP Holding
Corporation. SP Holding executive offices are located at: 2361 Campus Drive
Suite 101, Irvine, CA - 92612
Item 2. Identity and Background
This statement is filed by SDS Capital Group SPC, Ltd., a Cayman
Islands corporation. SDS Management, LLC, a Delaware limited liability company,
is the investment manager (the "Investment Manager") of the Reporting Person.
Mr. Steven Derby, a United States citizen ("Mr. Derby"), is the sole managing
member of the Investment Manager. The Reporting Person is principally engaged in
making investments. The address of the principal business office of the
Reporting Person is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut
06870. The address of the principal business office of the Investment Manager
is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870. The address
of the principal business office of Mr. Derby is 53 Forest Avenue, 2nd Floor,
Old Greenwich, Connecticut 06870.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting Person, the
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, the
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person or entity was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
State securities laws or findings of any violation with
respect to such laws.
(f) Not applicable.
CUSIP No. 78465L206 13D Page 6 of 10 Pages
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Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Exchange Agreement dated as of January 25, 2005
between the Reporting Person and SP Holding, on February 4, 2005, Speedcom
issued to the Reporting Person one share of common stock for every three shares
of common stock issuable upon the exercise of warrants held by the Reporting
Person to purchase an aggregate of 909,065 shares of common stock. The exercise
price of the warrants was $2.50 per share. Pursuant to the Exchange Agreement,
the Reporting Person acquired 303,021 shares of Common Stock. Please see the
Schedule 13D filed on January 30, 2004; Amendment No. 1 to Schedule 13D
filed on February 11, 2004; Amendment No. 2 to Schedule 13D filed on
November 2, 2005; Amendment No. 3 to Schedule 13D filed on December 31, 2005 and
Amendment No. 4 to Schedule 13D files on December 31, 2006 for a description of
the previous transactions effected with respect to SP Holding securities and
the source and amount of funds or other consideration provided in connection
with such transactions.
Speedcom changed its corporate name from "Speedcom Wireless
Corpration" to "SP Holding Corporation" and effected a one-for-three hundred
reverse stock split of its common stock effective on November 21, 2005
On January 11, 2007 SP Holding Corporation, Organic Holding Company,
Inc., and Organic Acquisition Corporation (a wholly owned subsidiary of SP
Holding Corporation) entered into a Merger Agreement (the 'Merger Agreement').
On February 12, 2007, pursuant to the Merger Agreement, Organic Acquisition
Corporation was merged with and into Organic Holding Company, Inc. As a result
of this merger, Organic Holding Company, Inc. changed its name to Organic To
Go, Inc. Organic To Go, Inc. became a wholly owned operating subsidiary of SP
Holding Corporation. Organic Holding Company, Inc. also completed a private
placement of common stock and warrants.
Of the total number of shares over which the Reporting Persons hereby
indicate voting and dispositive power, 96,000 are common shares and warrants
purchased in the Organic Holding Company, Inc. private placement indicated
in the preceding paragraph, 258,876 resulted from the automatic conversion of
SP Holding Corporation preferred stock that occurred contemporaneously with the
Merger, and 83,918 are SP Holding Corporation common shares previously held by
SDS Capital Group SPC, Ltd.
Item 4. Purpose of Transaction
The purpose of the acquisitions by the Reporting Person was to
purchase and acquire securities of SP Holding for investment purposes. Please
see the Schedule 13D filed on January 30, 2004; Amendment No. 1 to Schedule 13D
filed on February 11, 2004; Amendment No. 2 to Schedule 13D filed on November
02, 2005; Amendment No. 3 to Schedule 13D filed on December 31, 2005 and
Amendment No. 4 to Schedule 13D filed on December 31, 2006 for a description of
the previous transactions effected with respect to SP Holding securities.
Except as disclosed herein or in the Schedule 13D filed on January 30,
2004; Amendment No. 1 to Schedule 13D filed on February 11, 2004; Amendment
No. 2 to Schedule 13D filed on November 2, 2005; Amendment No. 3 to Schedule 13D
filed on December 31, 2005 and Amendment No. 4 to Schedule 13D filed on
December 31, 2006 the Reporting Person does not have any other plans or
proposals which would result in: (i) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation of SP Holding or any of its
subsidiaries; (ii) a sale or transfer of a material amount of assets of SP
Holding or any of its subsidiaries; (iii) any change in the present board of
directors or management of SP Holding, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (iv) any material change in the present capitalization or dividend
policy of SP Holding; (v) any other material change in SP Holding's business or
corporate structure, (vi) any changes in SP Holding's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of SP Holding by any person; (vii) causing a class of
securities of SP Holding to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (viii) causing a class of equity
securities of SP Holding to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (ix) any action similar to any of those enumerated above.
CUSIP No. 78465L206 13D Page 7 of 10 Pages
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Item 5. Interest in Securities of the Issuer
1. The Reporting Person.
(a) Amount beneficially owned: 438,794 shares of common
stock.
(b) Percent of Class: 2.24% (2)
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
438,794
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the
disposition of: 438,794
(iv) shared power to dispose or direct the
disposition of: 0
(2) Inculdes 422,794 shares of common stock; 16,000
shares of common stock issuable upon the
exercise of warrants.
2. The Investment Manager.
(a) Amount beneficially owned: 438,794 shares of common
stock
(b) Percent of Class: 2.24%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote:
438,794
(iii) sole power to dispose or direct the
disposition of: 0
(iv) shared power to dispose or direct the
disposition of: 438,794
3. Mr. Derby.
(a) Amount beneficially owned: 438,794 shares of common
stock.
(b) Percent of Class: 2.24%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
CUSIP No. 78465L206 13D Page 8 of 10 Pages
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(ii) shared power to vote or direct the vote:
438,794
(iii) sole power to dispose or direct the
disposition of: 0
(iv) shared power to dispose or direct the
disposition of: 438,794
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the knowledge of the Reporting Person, the Investment Manager or Mr.
Derby on the date hereof, except to the extent set forth herein, neither the
Reporting Person, the Investment Manager or Mr. Derby has any other contracts,
arrangements, understandings or relationship (legal or otherwise) with any
person with respect to securities issued by the Company, including, but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
divisions or profits or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
CUSIP No. 78465L206 13D Page 9 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 23, 2007
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
-----------------------------
Steven Derby
CUSIP No. 78465L206 13D Page 10 of 10 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
This Agreement is filed as an exhibit to this Amendment No. 4 to Schedule 13D
being filed by SDS Capital Group SPC, Ltd., SDS Management, LLC and Mr. Steven
Derby in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that this Schedule
13D to which this Agreement is attached is filed on behalf of the below-named
companies and individual, that they are each responsible for the timely filing
of the Schedule 13D and any amendments thereto and for the completeness and
accuracy of the information concerning such persons contained therein.
Dated: February 23, 2007
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
-----------------------------
Steven Derby