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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
STROUDS, INC.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
863451100
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(CUSIP Number)
Mr. Marshall S. Geller Paul D. Tosetti, Esq.
Geller & Friend Capital Partners, Inc. Latham & Watkins
433 North Camden Drive, Suite 500 633 West Fifth Street, Suite 4000
Beverly Hills, California 90210 Los Angeles, California 90071
(310) 553-0177 (213) 485-1234
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 9, 1999
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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 which is the subject of this Schedule 13D, and is filing this
statement because of (S) 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule 13d-7 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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SCHEDULE 13D
CUSIP NO. 863451100 PAGE 2 OF 5 PAGES
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall S. Geller
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF
604,837
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
604,837
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
624,837
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.8%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Common Stock, $0.0001 par
value per share (the "Common Stock"), of Strouds, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
780 South Nogales Street, City of Industry, California 91748.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Marshall S. Geller, an
individual (the "Reporting Person").
(b) - (c) The Reporting Person's principal occupation is that of a
principal of Geller & Friend Capital Partners, Inc. His business address is 433
North Camden Drive, Suite 500, Beverly Hills, California 90210.
(d) - (e) During the past five years, the Reporting Person: (i) has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); and (ii) was not 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 Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Mr. Geller acquired the 604,837 shares of the Common Stock for an
aggregate consideration of $529,483 (excluding brokerage commissions). The
source of such consideration was Mr. Geller's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person has acquired the shares of Common Stock reported
herein for investment purposes.
Depending upon general market and economic conditions affecting the
Issuer and the Reporting Person's view of the prospects for the Issuer and other
relevant factors, the Reporting Person may, from time to time, in open market
transactions or in private transactions or otherwise, purchase additional shares
of the Common Stock or dispose of all or a portion of the Common Stock owned by
the Reporting Person.
Except as set forth herein, the Reporting Person has no present plans
or proposals which relate to or would result in any of the events described in
Items 4(a) - (j) of Schedule 13D. However, nothing contained herein shall
prohibit the Reporting Person from developing and implementing any such plans or
proposals in the future.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person beneficially owns
624,837 shares of the Common Stock, including 20,000 shares that can be acquired
pursuant to the exercise of stock options. According to the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended May 29, 1999, on July 6,
1999, there were 7,036,981 shares of the Common Stock outstanding. Based upon
that number, the beneficial ownership of the Reporting Person constitutes
approximately 8.8% of the Issuer's outstanding Common Stock.
(b) The Reporting Person has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of, 604,837 shares of the
Common Stock. The option to purchase 20,000 shares of the Common Stock is
subject to the terms of the Company's 1994 Equity Participation Plan.
(c) On July 27, 1999, the Reporting Person purchased 1,000 shares of
the Common Stock at a price of $1.125 per share (excluding brokerage
commissions). On August 6, 1999, the Reporting Person purchased 203,837 shares
of the Common Stock at a price of $0.875 per share (excluding brokerage
commissions). On August 9, 1999, the Reporting Person purchased 400,000 shares
of the Common Stock at a price of $0.875 per share (excluding brokerage
commissions). Each such purchase was effected in an open market transaction.
The average cost per share of all of the Reporting Person's purchases of the
Common Stock is $0.875 (excluding brokerage commissions).
(d) No person, other than the Reporting Person, has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common Stock beneficially owned by such
Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or any pledge or other arrangement involving a
contingency the occurrence of which would give another person voting power over
any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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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.
/s/ Marshall S. Geller
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Marshall S. Geller
Dated: August 9, 1999
