Castle Brands Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)*
Castle Brands Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
148435100
(CUSIP Number)
Steven D. Rubin
4400 Biscayne Boulevard, Suite 1500
Miami, Florida 33137
Telephone: (305) 575-6015
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 20, 2008
(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 §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note. Schedules filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the 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 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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CUSIP No. |
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148435100 |
13D/A |
Page |
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2 |
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of |
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11 |
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1 |
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NAMES OF REPORTING PERSONS
Phillip Frost, M.D. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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648,526(1) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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27,911,141(2)(3)(4) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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648,526(1) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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27,911,141(2)(3)(4) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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28,559,667(1)(2)(3)(4) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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28.2%(5) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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(1) |
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Includes vested warrants and options to purchase 48,750 Common Shares (as defined herein). |
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(2) |
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Includes 18,170,151 Common Shares to be issued upon the conversion of 508,764 shares of Series
A Convertible Preferred Stock of the Issuer held by the Gamma Trust (as defined herein). |
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(3) |
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Includes 9,370,790 Common Shares to be issued upon the conversion of 262,382 shares of Series
A Convertible Preferred Stock of the Issuer held by the Nevada Trust (as defined herein). |
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(4) |
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Includes vested warrants to purchase 162,000 Common Shares held by the Nevada Trust. |
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(5) |
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The calculation of the percentage is based on (i) 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, (ii)
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Convertible Preferred Stock of the Issuer issued in connection with the transaction described in
Item 4 of this Amendment, (iii) 48,750 Common Shares to be issued upon the exercise of vested
warrants and options held by the Reporting Person, and (iv) 162,000 Common Shares to be issued upon
the exercise of vested warrants held by the Nevada Trust. |
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CUSIP No. |
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148435100 |
13D/A |
Page |
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3 |
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of |
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11 |
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1 |
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NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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18,378,351(1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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18,378,351(1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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18,378,351(1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.2%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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(1) |
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Includes 18,170,151 Common Shares to be issued upon the conversion of 508,764 shares of Series
A Convertible Preferred Stock of the Issuer.
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(2) |
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The calculation of the percentage is based on 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, and
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Convertible Preferred Stock of the Issuer issued in connection with the transaction described in
Item 4 of this Amendment. |
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CUSIP No. |
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148435100 |
13D/A |
Page |
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4 |
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of |
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11 |
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1 |
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NAMES OF REPORTING PERSONS
Frost Nevada Investments Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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9,532,790(1)(2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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9,532,790(1)(2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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9,532,790(1)(2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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(1) |
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Includes 9,370,790 Common Shares to be issued upon the conversion of 262,382 shares of Series
A Convertible Preferred Stock of the Issuer. |
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(2) |
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Includes vested warrants to purchase 162,000 Common Shares. |
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(3) |
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The calculation of the percentage is based on (i) 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, (ii)
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Convertible Preferred Stock of the Issuer issued in connection with the transaction described in
Item 4 of this Amendment, and (iii) 162,000 Common Shares to be issued upon the exercise of vested
warrants held by the Reporting Person. |
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CUSIP No. |
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148435100 |
13D/A |
Page |
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5 |
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of |
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11 |
SCHEDULE 13D/A
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this Amendment) amends certain Items of the Schedule
13D (the Original 13D) filed by Phillip Frost, M.D., an individual (Frost), Frost Gamma
Investments Trust, a trust organized under the laws of Florida (the Gamma Trust), and Frost
Nevada Investments Trust, a trust organized under the laws of Florida (the Nevada Trust, and
together with the Gamma Trust, the Trusts; and the Trusts, together with Frost, each a Reporting
Person and together the Reporting Persons) with the Securities and Exchange Commission (the
SEC) on September 15, 2008 with respect to the common stock, par value $0.01 per share (the
Common Shares), of Castle Brands Inc., a Delaware corporation (the Issuer), by furnishing the
information set forth below. Except as set forth below, all previous Items are unchanged.
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the
Original 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The source of funds for the acquisition of 397,200 shares of Series A Convertible Preferred
Stock of the Issuer (the Series A Preferred Stock) acquired by the Gamma Trust on October 20,
2008 for $4,965,000 pursuant to the Purchase Agreement (as defined herein) was from the working
capital of the Gamma Trust.
The source of funds for the acquisition of 111,564 shares of Series A Preferred Stock acquired
by the Gamma Trust on October 20, 2008 pursuant to the conversion of $1,350,000, plus accrued
interest, of the 9% senior secured notes of the Issuer, due May 31, 2009, which were acquired by
the Gamma Trust concurrent with the Closing (as defined herein), was from the working capital of
the Gamma Trust.
The source of funds for the acquisition of 262,382 shares of Series A Preferred Stock acquired
by the Nevada Trust on October 20, 2008 was from the conversion of $3,175,000, plus accrued
interest, of the 9% senior secured notes of the Issuer, due May 31, 2009, which had previously been
acquired with funds from the working capital of the Nevada Trust.
The Gamma Trust acquired an aggregate of 132,800 Common Shares for investment purposes in the
open market transactions listed in the table below. The source of funds used in all of the open
market transactions was from the working capital of Gamma Trust.
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Number of Common |
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Date |
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Shares Purchased |
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Price Per Share |
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October 13, 2008
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9,800 |
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$ |
0.1899 |
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October 13, 2008
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5,400 |
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$ |
0.19 |
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October 13, 2008
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100 |
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$ |
0.23 |
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October 13, 2008
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7,100 |
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$ |
0.24 |
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October 13, 2008
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3,000 |
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$ |
0.25 |
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October 14, 2008
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54,000 |
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$ |
0.27 |
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October 17, 2008
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6,800 |
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$ |
0.26 |
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October 17, 2008
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22,050 |
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$ |
0.27 |
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October 17, 2008
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3,400 |
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$ |
0.28 |
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October 17, 2008
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1,200 |
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$ |
0.285 |
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October 17, 2008
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8,666 |
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$ |
0.29 |
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October 17, 2008
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7,884 |
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$ |
0.30 |
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October 20, 2008
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3,400 |
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$ |
0.27 |
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CUSIP No. |
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148435100 |
13D/A |
Page |
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6 |
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of |
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11 |
Item 4. Purpose of Transaction
Item 4 is hereby deleted in its entirety and replaced with the following:
On October 11, 2008, the Issuer entered into a Series A Preferred Stock Purchase Agreement
(the Purchase Agreement) with each of the Gamma Trust, Vector Group Ltd., I.L.A.R. S.p.A.,
Halpryn Group IV, LLC, Lafferty Limited, Jacqueline Simkin Trust As Amended and Restated
12/16/2003, Hsu Gamma Investment, L.P., MZ Trading LLC and Richard J. Lampen (collectively, the
Purchasers and collectively, without the Gamma Trust, the Other Purchasers), providing for the
issuance and sale of $15,000,000 (the Purchase Price) of the Series A Preferred Stock, an
aggregate of 1,200,000 shares, at a purchase price of $12.50 per share (which is, in effect upon
conversion, $0.35 per Common Share). Each share of Series A Preferred Stock will, as described
below, be automatically converted into Common Shares at a rate of 35.7143 Common Shares for each
share of Series A Preferred Stock, subject to adjustment as set forth in the Certificate of
Designation of the Series A Preferred Stock (the Certificate of Designation). The closing of the
transactions contemplated by the Purchase Agreement (the Closing) occurred on Monday, October 20,
2008. The issuance of the shares of Series A Preferred Stock was made pursuant to Section 4(2) of
the Securities Act of 1933, as amended.
Board Composition. In connection with and as required by the Purchase Agreement, upon execution of
the Purchase Agreement, four of the Issuers nine directors, Keith Bellinger, Colm Leen, Kevin
Tighe and Robert Flanagan, resigned and the remaining five members of the Board of Directors of the
Issuer (the Board) appointed four directors designated by the Purchasers, Dr. Frost, Glenn
Halpryn, Richard J. Lampen and Micaela Pallini, to serve on the Board to fill such vacancies.
Management. In connection with the transaction, effective October 11, 2008, the Board appointed new
management to replace Donald L. Marsh, who had acted as the Issuers President and Chief Operating
Officer. Mr. Lampen was appointed to serve as the Issuers interim President and Chief Executive
Officer, and John Glover, the Issuers Senior Vice President Marketing, was promoted to the
position of Chief Operating Officer of US Operations.
Stockholder Meeting. As provided by the Purchase Agreement, the Issuers stockholders will be asked
to vote on the following at a special meeting that will be held on a date to be announced by the
Issuer:
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amendments to the Issuers charter to increase the authorized shares of the Issuer to
250,000,000 shares, 225,000,000 shares of which will be designated as Common Shares and
25,000,000 shares of which will be designated as preferred stock, and to permit
stockholders to act by written consent and |
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the election of a to be determined number of directors designated by the Purchasers who purchased a majority of the shares under the Purchase Agreement as
the sole directors comprising the Board. |
Conversion of Series A Preferred Stock. As part of each Purchasers agreement with the Issuer, each
Purchaser will vote in favor of the foregoing proposals. After the amendment to the Issuers
charter to increase its authorized shares is approved by stockholders, each outstanding share of
Series A Preferred Stock will be automatically converted into 35.7143 Common Shares.
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CUSIP No. |
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148435100 |
13D/A |
Page |
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7 |
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of |
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11 |
Conversion and/or Amendment of Notes. Concurrently with the Closing, (a) all of the Issuers 6%
convertible notes, in the principal amount of $9 million, due March 1, 2010, plus accrued interest,
were
converted into shares of Series A Preferred Stock at a per share price of $23.21 (which is, in
effect upon conversion, $0.65 per Common Share) and (b) substantially all of the outstanding
principal of the Issuers 9% senior secured notes, in the principal amount of $10 million, due May
31, 2009, plus accrued interest, were converted into shares of Series A Preferred Stock at a per
share price of $12.50 (which is, in effect upon conversion, $0.35 per Common Share), and the
remaining unconverted notes (in the principal amount of $300,000) were amended so that, among other
things, (i) the maturity date was extended to May 31, 2014, (ii) the interest rate was reduced to
3%, payable at maturity, and (iii) the security interest in the collateral of the Issuer will be
terminated. Following the Closing, holders of Series A Preferred Stock (comprised of the Purchasers
and the converting note holders, many of which were stockholders of the Issuer prior to the
transactions contemplated by the Purchase Agreement) own, excluding their prior ownership,
approximately 85% of the Common Shares on an as-converted basis.
Representations and Warranties; Covenants. The Purchase Agreement contains customary
representations and warranties by the Issuer and each of the Purchasers. The Purchase Agreement
also contains customary covenants and agreements, including with respect to the operation of the
business of the Issuer and its subsidiaries between signing and the conversion of the Series A
Preferred Stock, governmental filings and approvals, public disclosures and similar matters. Until
the conversion of the Series A Preferred Stock into Common Shares, the Issuer must conduct its
business in the ordinary course and use its best efforts to preserve its business organization and
significant business relationships. In addition, the Issuer cannot (except in certain cases in the
ordinary course and consistent with past practice) take a number of specified actions that are
customarily prohibited pending a closing.
Indemnification. The Issuer must indemnify each Purchaser against losses relating to (i) any breach
of the Issuers representations or covenants or (ii) any claim brought against the Purchasers by a
third party, arising out of or resulting from the execution, delivery, performance or enforcement
of the transaction documents or the status of the Purchasers as holders of the Issuers shares. No
Purchaser will be entitled to indemnification unless the amount of loss exceeds $50,000, and the
Issuers maximum liability will not exceed the Purchase Price.
Fees and Expenses. The Issuer must pay the Purchasers expenses incurred in connection with the
transactions contemplated by the Purchase Agreement.
Termination of Credit Agreement. In connection with the transactions contemplated by the Purchase
Agreement, the Credit Agreement, dated October 22, 2007, by and between the Issuer and the Nevada
Trust (the Frost Credit Agreement), was terminated. The terms of the Frost Credit Agreement
enabled the Issuer to borrow up to $5.0 million. As of the execution of the Purchase Agreement, no
amounts were outstanding under the Frost Credit Agreement. The Frost Credit Agreement was
terminated in partial consideration of the Purchasers execution and delivery of the Purchase
Agreement and the performance of the transactions contemplated thereby.
Certificate of Designation. The Certificate of Designation, which was filed with and accepted by
the Secretary of State of the State of Delaware on October 9, 2008, establishes the rights,
designations, preferences, qualifications, privileges, limitations and restrictions of the Series A
Preferred Stock.
Dividends. Dividends may be paid on the Common Shares only if dividends are paid on the Series A
Preferred Stock in an amount for each such share of Series A Preferred Stock equal to or greater
than the aggregate amount of such dividends for all shares of the Common Shares into which each
such share of Series A Preferred Stock could then be converted.
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CUSIP No. |
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148435100 |
13D/A |
Page |
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8 |
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of |
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11 |
Preference on Liquidation. In the event of any liquidation, dissolution or winding-up of the
Issuer, the assets of the Issuer available for distribution to stockholders will be distributed as
follows:
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First, the holders of the Series A Preferred Stock will be entitled to receive, before
any payment is made to holders of the Common Shares or any other junior securities, $0.01
per share of Series A Preferred Stock. |
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If the foregoing is insufficient to permit the payment to such holders of the full
preferential amounts described above, then all of the Issuers assets will be distributed
ratably among the holders of the Series A Preferred Stock in proportion to the amount of
such Series A Preferred Stock owned by each such holder. |
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After paying in full the preferential amounts due the holders of Series A Preferred
Stock, the remaining assets of the Issuer, if any, will be distributed among the holders of
the shares of Series A Preferred Stock and Common Shares, pro rata based on the number of
shares held by each such holder, on an as-converted basis. |
Voting. Holders of shares of Series A Preferred Stock are entitled to vote on all matters submitted
to a vote of the Issuers stockholders on an as-converted basis. Except as otherwise required by
law, the holders of shares of Series A Preferred Stock and Common Shares will vote together as a
single class, and not as separate classes.
Automatic Conversion. Each share of Series A Preferred Stock will automatically be converted into
Common Shares, at the then effective conversion rate, upon the filing of an amendment to the
Issuers charter, which, once effective, makes available a sufficient number of authorized but
unissued and unreserved Common Shares to permit all then outstanding shares of Series A Preferred
Stock to be converted. The conversion rate is 35.7143 Common Shares for each share of Series A
Preferred Stock, and is subject to customary adjustment for dilutive issuances.
The number of shares of Series A Preferred Stock purchased by each Purchaser and the Purchase Price
paid by such Purchaser are set forth in the table below.
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% of Total |
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% of |
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# of Shares of |
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Shares under |
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Common |
|
|
|
|
|
|
|
|
Series A |
|
|
Purchase |
|
|
Shares As- |
|
|
Purchase |
|
|
Name |
|
|
Preferred Stock |
|
|
Agreement |
|
|
Converted(1) |
|
|
Price |
|
|
Gamma Trust
|
|
|
|
397,200 |
|
|
|
|
33.10 |
% |
|
|
|
14.04 |
% |
|
|
|
$4,965,000 |
|
|
|
Vector Group Ltd.
|
|
|
|
320,000 |
|
|
|
|
26.67 |
% |
|
|
|
11.31 |
% |
|
|
|
$4,000,000 |
|
|
|
I.L.A.R. S.p.A.
|
|
|
|
240,000 |
|
|
|
|
20.00 |
% |
|
|
|
8.48 |
% |
|
|
|
$3,000,000 |
|
|
|
Halpryn Group IV, LLC
|
|
|
|
80,000 |
|
|
|
|
6.67 |
% |
|
|
|
2.83 |
% |
|
|
|
$1,000,000 |
|
|
|
Lafferty Ltd.
|
|
|
|
80,000 |
|
|
|
|
6.67 |
% |
|
|
|
2.83 |
% |
|
|
|
$1,000,000 |
|
|
|
Jacqueline Simkin Trust
As Amended and Restated
12/16/2003
|
|
|
|
40,000 |
|
|
|
|
3.33 |
% |
|
|
|
1.41 |
% |
|
|
|
$500,000 |
|
|
|
Hsu Gamma Investment, L.P.
|
|
|
|
40,000 |
|
|
|
|
3.33 |
% |
|
|
|
1.41 |
% |
|
|
|
$500,000 |
|
|
|
MZ Trading LLC
|
|
|
|
1,400 |
|
|
|
|
0.12 |
% |
|
|
|
0.05 |
% |
|
|
|
$17,500 |
|
|
|
Richard J. Lampen
|
|
|
|
1,400 |
|
|
|
|
0.12 |
% |
|
|
|
0.05 |
% |
|
|
|
$17,500 |
|
|
|
Total:
|
|
|
|
1,200,000 |
|
|
|
|
100 |
% |
|
|
|
42.42 |
% |
|
|
|
$15,000,000 |
|
|
|
|
|
|
(1) |
|
The calculation of the percentage is based on 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, and
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Convertible Preferred Stock of the Issuer issued in connection with the transaction described in
this Item 4. |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
148435100 |
13D/A |
Page |
|
9 |
|
of |
|
11 |
The foregoing description of each of the Purchase Agreement and the Certificate of Designation
does not purport to be complete and is qualified in its entirety by reference to the Purchase
Agreement and the Certificate of Designation, as applicable, copies of which are filed as Exhibits
1 and 2 hereto, respectively, and are incorporated in this report by reference.
Item 5. Interest in Securities of the Issuer
(a) and (b) Items 5(a) and 5(b) are hereby deleted in their entirety and replaced with the
following:
The Reporting Persons beneficially own Common Shares as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Sole or Shared |
|
Sole or Shared |
|
% of Total |
Name |
|
Common Shares |
|
Voting |
|
Dispositive |
|
Outstanding |
Phillip Frost, M.D.
|
|
648,526(1)
|
|
Sole
|
|
Sole
|
|
.64%(2) |
|
|
27,911,141(3)(4)(5)
|
|
Shared(6)(7)
|
|
Shared(6)(7)
|
|
27.58%(8) |
Total:
|
|
28,559,667(3)(4)(5)
|
|
|
|
|
|
28.21%(9) |
|
|
|
|
|
|
Frost Gamma Investments Trust
|
|
18,378,351(3)
|
|
Shared(6)
|
|
Shared(6)
|
|
18.19%(2) |
|
|
|
|
|
|
Frost Nevada Investments Trust
|
|
9,532,790(4)(5)
|
|
Shared(7)
|
|
Shared(7)
|
|
9.42%(8) |
|
|
|
(1) |
|
Includes vested warrants and options to purchase 48,750 Common Shares. |
|
(2) |
|
The calculation of the percentage is based on (i) 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, and (ii)
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Preferred Stock issued in connection with the transaction described in Item 4 of this Amendment. |
|
(3) |
|
Includes 18,170,151 Common Shares to be issued upon the conversion of 508,764 shares of Series
A Preferred Stock held by the Gamma Trust. |
|
(4) |
|
Includes 9,370,790 Common Shares to be issued upon the conversion of 262,382 shares of Series
A Preferred Stock held by the Nevada Trust. |
|
(5) |
|
Includes vested warrants to purchase 162,000 Common Shares held by the Nevada Trust. |
|
(6) |
|
Frost is the sole trustee of the Gamma Trust and may be deemed to share beneficial ownership
of the securities held by the Gamma Trust with the Gamma Trust. Frost Gamma Limited Partnership is
the sole and exclusive beneficiary of the Gamma Trust. Frost is one of two limited partners of
Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost
Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost
is also the sole shareholder of Frost-Nevada Corporation. |
|
(7) |
|
Frost is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership
of the securities held by the Nevada Trust with the Nevada Trust. Frost-Nevada Limited Partnership
is the sole and exclusive beneficiary of the Nevada Trust. Frost is one of five limited partners
of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the sole
general partner of Frost-Nevada Limited Partnership. |
|
(8) |
|
The calculation of the percentage is based on (i) 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, (ii)
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Preferred Stock issued in connection with the transaction described in Item 4 of this Amendment,
and (iii) 162,000 Common Shares to be issued upon the exercise of vested warrants held by the
Nevada Trust. |
|
(9) |
|
The calculation of the percentage is based on (i) 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008, (ii)
85,403,988 Common Shares to be issued upon the conversion of 2,391,310.72 shares of Series A
Preferred Stock issued in connection with the transaction described in Item 4 of this Amendment,
(iii) 48,750 Common
Shares to be issued upon the exercise of vested warrants and options held by Frost, and (iv)
162,000 Common Shares to be issued upon the exercise of vested warrants held by the Nevada Trust. |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
148435100 |
13D/A |
Page |
|
10 |
|
of |
|
11 |
There does not exist any agreement between or among the Reporting Persons and any of the Other
Purchasers regarding the purchase, disposition, holding or voting of any of the Issuers
securities. Accordingly, the Reporting Persons disclaim beneficial ownership of the shares of the
Issuers securities held by each of the Other Purchasers.
(c) Item 5(c) is hereby deleted in its entirety and replaced with the following:
On October 20, 2008, the Gamma Trust acquired 397,200 shares of Series A Preferred Stock from
the Issuer pursuant to the Purchase Agreement at a purchase price of $12.50 per share which is, in
effect upon conversion, $0.35 per Common Share.
Also on October 20, 2008, the Gamma Trust acquired 111,564 shares of Series A Preferred Stock from
the Issuer at a purchase price of $12.50 per share which is, in
effect upon conversion, $0.35 per Common Share, pursuant to the conversion of $1,350,000, plus accrued interest, of the 9% senior secured notes
of the Issuer, due May 31, 2009, which were acquired by the Gamma Trust concurrent with the Closing from a then-current holder.
On October 20, 2008, the Nevada Trust acquired 262,382 shares of Series A Preferred Stock from
the Issuer pursuant to the conversion of $3,175,000, plus accrued interest, of the 9% senior secured notes of the Issuer, due May 31, 2009, at a purchase price of $12.50 per share which is, in
effect upon conversion, $0.35 per Common Share.
In the past sixty days, the Gamma Trust acquired an aggregate of 132,800 Common Shares for
investment purposes in the open market transactions listed in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Common |
|
|
|
|
|
Date |
|
|
Shares Purchased |
|
|
Price Per Share |
|
|
October 13, 2008
|
|
|
|
9,800 |
|
|
|
$ |
0.1899 |
|
|
|
October 13, 2008
|
|
|
|
5,400 |
|
|
|
$ |
0.19 |
|
|
|
October 13, 2008
|
|
|
|
100 |
|
|
|
$ |
0.23 |
|
|
|
October 13, 2008
|
|
|
|
7,100 |
|
|
|
$ |
0.24 |
|
|
|
October 13, 2008
|
|
|
|
3,000 |
|
|
|
$ |
0.25 |
|
|
|
October 14, 2008
|
|
|
|
54,000 |
|
|
|
$ |
0.27 |
|
|
|
October 17, 2008
|
|
|
|
6,800 |
|
|
|
$ |
0.26 |
|
|
|
October 17, 2008
|
|
|
|
22,050 |
|
|
|
$ |
0.27 |
|
|
|
October 17, 2008
|
|
|
|
3,400 |
|
|
|
$ |
0.28 |
|
|
|
October 17, 2008
|
|
|
|
1,200 |
|
|
|
$ |
0.285 |
|
|
|
October 17, 2008
|
|
|
|
8,666 |
|
|
|
$ |
0.29 |
|
|
|
October 17, 2008
|
|
|
|
7,884 |
|
|
|
$ |
0.30 |
|
|
|
October 20, 2008
|
|
|
|
3,400 |
|
|
|
$ |
0.27 |
|
|
|
The information contained in Item 4 of this Amendment is incorporated herein by reference.
|
|
|
Item 6. |
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Item 4 of this Amendment is incorporated herein by reference.
|
|
|
Item 7. |
|
Material to be Filed as Exhibits |
Item 7 is hereby deleted in its entirety and replaced with the following:
|
|
|
Exhibit 1
|
|
Series A Preferred Stock Purchase Agreement, dated October 11, 2008 (incorporated
herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the
Issuer on October 14, 2008). |
|
|
|
Exhibit 2
|
|
Certificate of Designation of Series A Convertible Preferred Stock of Castle
Brands Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on
Form 8-K filed by the Issuer on October 14, 2008). |
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.
Dated as of October 22, 2008
|
|
|
|
|
|
|
|
|
/s/ Phillip Frost, M.D.
|
|
|
Phillip Frost, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
FROST GAMMA INVESTMENTS TRUST
|
|
|
By: |
/s/ Phillip Frost, M.D.
|
|
|
|
Name: |
Phillip Frost, M.D. |
|
|
|
Title: |
Trustee |
|
|
|
|
|
|
|
|
FROST NEVADA INVESTMENTS TRUST
|
|
|
By: |
/s/ Phillip Frost, M.D.
|
|
|
|
Name: |
Phillip Frost, M.D. |
|
|
|
Title: |
Trustee |
|
|