SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SHOCHET HOLDING CORP.
(Name of Issuer)
Common Stock, Par Value $.0001 per Share
(Title of Class of Securities)
82488Q-10-1
(CUSIP Number)
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Robert Dixon
Sutter Capital Management, LLC
150 Post Street, Suite 320
San Francisco, California 94108
(415) 788-1441
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 28, 2002
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
SCHEDULE 13D
CUSIP NO. 82488Q-10-1
1. Name of Reporting Persons
Robert E. Dixon
Sutter Capital Management, LLC
Sutter Opportunity Fund 2, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds (See Instructions)
Person Source of Funds
Robert E. Dixon N/A
Sutter Capital Management, LLC N/A
Sutter Opportunity Fund 2, LLC WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization:
Citizenship or
Person Place of Organization
Robert E. Dixon U.S.
Sutter Capital Management, LLC CA
Sutter Opportunity Fund 2, LLC CA
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7. Number of Shares Beneficially Owned by Each Reporting Person With
Sole Voting Power:*
Robert E. Dixon *
Sutter Capital Management, LLC *
Sutter Opportunity Fund 2, LLC 1,213,675
8. Shared Voting Power:*
Robert E. Dixon *
Sutter Capital Management, LLC *
Sutter Opportunity Fund 2, LLC 1,213,675
9. Sole Dispositive Power*
Robert E. Dixon *
Sutter Capital Management, LLC *
Sutter Opportunity Fund 2, LLC 1,213,675
10. Shared Dispositive Power*
Robert E. Dixon *
Sutter Capital Management, LLC *
Sutter Opportunity Fund 2, LLC 1,213,675
* Voting and dispositive power are exercised on behalf of Sutter Opportunity
Fund 2, LLC by Sutter Capital Management, LLC, its manager. Robert E. Dixon is
the controlling person of Sutter Capital Management, LLC, and thereby controls
Sutter Opportunity Fund 2, LLC.
11. Aggregate Amount Beneficially owned by Each Reporting Person*:
Robert E. Dixon 1,213,675
Sutter Capital Management, LLC 1,213,675
Sutter Opportunity Fund 2, LLC 1,213,675
* All 1,213,675 shares are directly owned by Sutter Opportunity Fund 2, LLC.
Robert E. Dixon and Sutter Capital Management, LLC are deemed to beneficially
own all such shares by virtue of their control of such shares.
12. Check if the Aggregate Amount of Row (11) Excludes Certain Shares
(See Instructions): [ ]
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13. Percent of Class Represented by Amount in Row (11)*:
Robert E. Dixon 56.45%
Sutter Capital Management, LLC 56.45%
Sutter Opportunity Fund 2, LLC 56.45%
* All 1,213,675 shares are directly owned by Sutter Opportunity Fund 2, LLC.
Robert E. Dixon and Sutter Capital Management, LLC are deemed to beneficially
own all such shares by virtue of their control of such shares.
14. Type of Reporting Person (See Instructions):
Person Category
Robert E. Dixon IN
Sutter Capital Management, LLC OO
Sutter Opportunity Fund 2, LLC OO
Item 1. Security and Issuer.
This Schedule relates to shares of the Common Stock, Par Value
$.0001 per Share (the"Shares") of SHOCHET HOLDING CORP., a Delaware corporation
(the "Issuer"), the subject company. The address of the Issuer's principal
executive offices is 433 Plaza Real, Suite 275, Boca Raton, Florida 33432.
Item 2. Identity and Background.
(a)-(c) The persons filing this statement (collectively the "Reporting
Persons") are Robert E. Dixon; Sutter Capital Management, LLC; and Sutter
Opportunity Fund 2, LLC.
Robert E. Dixon is the principal owner and manager of Sutter
Capital Management, LLC, and Sutter Capital Management, LLC is the manager of
Sutter Opportunity Fund 2, LLC. The principal business of the Sutter Opportunity
Fund, LLC is the purchase and sale of securities forinvestment purposes. The
principal business address for each of the filing persons is 150 Post Street,
Suite 320, San Francisco, California 94108.
Sutter Capital Management, LLC is a California limited liability
company formed in 1998 to serve as the manager for Sutter Opportunity Fund 2,
LLC and its affiliates. The managing member and controlling interest holder in
Sutter Capital Management, LLC is Robert E. Dixon. In July of 1998, Mr. Dixon
began buying and selling securities for his own account and that of the entities
he controls, and he has principally been engaged in that activity since that
date.
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(d)-(e) During the last five years, none of the Reporting Persons (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 finding any violation with respect to such laws.
(f) The citizenship or state of organization of each of the Reporting
Persons is set forth in item 6 of the cover page of this schedule. Robert Dixon
is a United States citizen.
Item 3. Source and Amounts of Funds or Other Consideration.
In a privately negotiated transaction consummated on March 28, 2002,
Sutter Opportunity Fund 2, LLC acquired 1,213,675 Shares from Firebrand
Financial, Inc. for total consideration in the amount of $687,400, or a price of
approximately $0.5664 per Share.
The purchase price for the Shares purchased by Sutter Opportunity
Fund 2, LLC was paid from its working capital.
Item 4. Purpose of Transaction.
The Shares have been acquired for investment purposes and with a
view to obtaining control of the issuer. Upon consummation of the purchase of
Shares, John P. Margaritis, the sole member of the issuer's board of directors
resigned his seat and was replaced with Robert E. Dixon and William G. Knuff,
III, two nominees of Sutter Opportunity Fund 2, LLC. Further, with the exception
of Arnold Roseman, our chief financial officer, all of the issuer's executive
officers resigned and Messrs. Dixon and Knuff became the issuer's co-chief
executive officers.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, each of the Reporting Persons holds the number
of Shares set forth on the cover page of this schedule.
(b) Voting and dispositive power are exercised on behalf of Sutter
Opportunity Fund 2, LLC by Sutter Capital Management, LLC, the manager of such
entity. Robert E. Dixon is the controlling person of Sutter Capital Management,
LLC, and thereby controls Sutter Opportunity Fund 2, LLC.
(c) In a privately negotiated transaction consummated on March 28, 2002,
Sutter Opportunity Fund 2, LLC acquired 1,213,675 Shares from Firebrand
Financial, Inc. for total consideration in the amount of $687,400, or a price of
approximately $0.5664 per Share. The purchase price was paid in cash, with a
portion retained in escrow for the benefit of the buyer in the event certain
contingent liabilities are incurred by the issuer.
(d) Not applicable. However, the members of Sutter Opportunity Fund 2, LLC
have an interest in the assets, profits and losses of such entity, and thus an
indirect interest in the Shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See the discussion under Item 5(c) above.
Item 7. Material to be Filed as Exhibits.
None
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: April 4, 2002
/s/ ROBERT DIXON
Robert Dixon
SUTTER CAPITAL MANAGEMENT, LLC
By: /s/ ROBERT DIXON
Robert Dixon, Manager
SUTTER OPPORTUNITY FUND 2, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
Robert Dixon, Manager
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