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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Ascendia Brands, Inc.
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(Name of Company)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
15670X104
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(CUSIP Number of Class of Securities)
Mathew Hoffman, Esq. Eleazer Klein, Esq.
Prentice Capital Management, LP Schulte Roth & Zabel LLP
623 Fifth Avenue, 32nd Floor 919 Third Avenue
New York, NY 10022 New York, NY 10022
(212) 756-8040 (212) 756-2376
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 2007
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(Date of Event which Requires
Filing of this Schedule)
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. [ ]
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 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).
SCHEDULE 13D/A
----------------------------------------- ------------------------------
CUSIP NO. 15670X104 PAGE 2 OF 7 PAGES
----------------------------------------- ------------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prentice Capital Management, LP
73-1728931
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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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7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,174,911
OWNED -----------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,174,911
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,174,911
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.99%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D/A
----------------------------------------- ------------------------------
CUSIP NO. 15670X104 PAGE 3 OF 7 PAGES
----------------------------------------- ------------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Zimmerman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,174,911
OWNED -----------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,174,911
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,174,911
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.99%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D/A
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CUSIP NO. 15670X104 PAGE 4 OF 7 PAGES
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AMENDMENT NO. 5 TO SCHEDULE 13D
Reference is made to the Statement on Schedule 13D filed on July 10, 2006,
as amended on August 7, 2006, November 17, 2006, December 29, 2006 and January
5, 2007 (the "Schedule 13D"), on behalf of Prentice Capital Management, LP
("Prentice Capital Management") and Michael Zimmerman ("Mr. Zimmerman" and,
together with Prentice Capital Management, the "Reporting Persons"), relating to
the Common Stock, par value $0.001 per share, of Ascendia Brands, Inc., a
Delaware corporation (the "Company"). Unless the context otherwise requires,
references herein to the "Shares" are to the Common Stock of the Company.
Capitalized terms used herein and not otherwise defined have the meanings given
to them in the Schedule 13D.
The Reporting Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act. Each of Prentice Capital Management and Mr. Zimmerman disclaims
beneficial ownership of all of the Shares reported in this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended to include the following:
On February 9, 2007, Ascendia Brands, Inc. (the "Company") completed the
acquisition of certain brands, licenses and brand assets from Coty, Inc. and
certain affiliates. In connection therewith, certain private investment funds
and managed accounts that the Reporting Persons control (the "Prentice Parties")
entered into a Third Amended and Restated Securities Purchase Agreement (the
"Third A&R Securities Purchase Agreement") with the Company, which amended and
restated the Second Amended and Restated Securities Purchase Agreement, dated as
of June 30, 2006 and as amended on December 27, 2006 and December 30, 2006, by
and among the Company and the Prentice Parties. Pursuant to the Third A&R
Securities Purchase Agreement (i) the Company redeemed $15,000,000 in principal
amount of the senior secured convertible notes of the Company (the "Existing
Notes") for $21,464,000, (ii) the Company paid the Prentice Parties accrued
interest on the Existing Notes in the amount of $4,372,077 and (iii) the
remaining $76,000,000 in principal amount of the Existing Notes was surrendered
and cancelled in exchange for $76,000,000 in principal amount of a new series of
senior convertible notes (the "New Notes"). The Company also issued to Watershed
Capital Partners, L.P. and Watershed Capital Institutional Partners, L.P. (the
"Watershed Buyers") $15,000,000 in aggregate principal amount of the New Notes.
Pursuant to the Third A&R Securities Purchase Agreement, the Company has
agreed not to issue (or permit its subsidiaries to issue) any common stock or
common stock equivalents prior to the Trigger Date (as defined in the Third A&R
Securities Purchase Agreement) without the consent of the holders of a majority
in principal amount of the New Notes. Additionally, the Prentice Parties have
been provided with a right of
SCHEDULE 13D/A
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CUSIP NO. 15670X104 PAGE 5 OF 7 PAGES
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first refusal with respect to any issuance of common stock or common stock
equivalents by the Company (or its subsidiaries). The Company has also agreed to
cause its Board of Directors to consist of seven members, and may increase the
number of Directors to nine on certain terms set forth in the Third A&R
Securities Purchase Agreement. So long as the Prentice Parties or any of their
affiliates hold (x) at least $5,000,000 in aggregate principal amount of the New
Notes outstanding, (y) at least $5,000,000 of stated value of any preferred
stock of the Company or (z) at least 25% of the Series A Warrants purchased by
the Prentice Parties, as applicable, the Prentice Parties have the right to
designate one person to serve on the Board of Directors of the Company.
The New Notes mature on December 30, 2016 (subject to certain put and call
rights described below) and will bear interest at the rate of 9% per annum,
subject to increase to up to 15% upon the occurrence or nonoccurrence of certain
specified events.
Any portion of the balance due under the New Notes is convertible at any
time, at the option of the holders(s), into Common Stock of the Company (the
"Conversion Shares") at a price of $0.42 per share (subject to certain
anti-dilution adjustments), provided that the holders may not convert any
amounts due under the New Notes if and to the extent that, following such a
conversion, the holder and any affiliate would collectively beneficially own
more than 9.99 percent of the aggregate number of Shares outstanding following
such conversion. The Company may require the exchange of up to $40 million in
principal amount of the New Notes for shares of a newly created series of
convertible preferred stock on terms acceptable to the Company and the holders
of the New Notes, for a 15 percent exchange fee payable in cash, if necessary to
maintain the Company's stockholders' equity at the level required pursuant to
the continued listing standards of the American Stock Exchange.
At any time after the eighth anniversary of the issuance date of the New
Notes, the Company or any holder may redeem all or any portion of the balance
outstanding under the New Notes at a premium of 7%. Subject to the provisions of
an intercreditor agreement, the New Notes are redeemable by the holder(s)
holding a majority in principal amount of the outstanding New Notes at any time
upon the occurrence of an event of default or by any holder upon a change in
control of the Company (as defined in the New Notes), at premiums of 25 and 20
percent, respectively.
Contemporaneously with the execution and delivery of the Third A&R
Securities Purchase Agreement, the terms of the Series B Warrant were fixed. The
Series B Warrant is exercisable at any time into 2,000,000 shares of Common
Stock at an exercise price of $1.35 per share.
Contemporaneously with the execution and delivery of the Third A&R
Securities Purchase Agreement, the Prentice Parties, the Watershed Buyers and
the Company entered into a Registration Rights Agreement (the "New Registration
Rights
SCHEDULE 13D/A
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CUSIP NO. 15670X104 PAGE 6 OF 7 PAGES
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Agreement"), pursuant to which the Company agreed to provide certain
registration rights with respect to the Conversion Shares and certain other
shares of Common Stock issued or issuable to the Prentice Parties. Upon the
execution of the New Registration Rights Agreement, the Second Amended and
Restated Registration Rights Agreement dated as of December 27, 2006, by and
among the Company and the Prentice Parties was terminated.
Under the New Registration Rights Agreement, the Company is required to
file a registration statement with respect to the registrable securities by June
30, 2007 and to use its best efforts to have such registration statement
declared effective not later than 60 days thereafter (or 90 days after the
filing deadline if the registration statement is subject to review by the
Commission). Additionally, the Prentice Parties and the Watershed Buyers were
provided with demand and piggyback rights on the terms set forth in the New
Registration Rights Agreement.
The Third A&R Securities Purchase Agreement, the New Notes and the New
Registration Rights Agreement, are attached hereto as Exhibits M, N and O,
respectively.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Item 6 of the Schedule 13D is hereby amended to include the following:
As described in Item 4 above, the Prentice Parties received the New Notes
and entered into the Third A&R Securities Purchase Agreement and the New
Registration Rights Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit M - Third Amended and Restated Securities Purchase Agreement dated as of
February 9, 2007, by and among the Company and the Prentice Parties.
Exhibit N - Senior Convertible Notes issued by the Company.
Exhibit O - The Registration Rights Agreement dated as of February 9, 2007, by
and among the Company, the Prentice Parties and the Watershed Buyers.
SCHEDULE 13D/A
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CUSIP NO. 15670X104 PAGE 7 OF 7 PAGES
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 13, 2007
PRENTICE CAPITAL MANAGEMENT, LP
By: /s/ Michael Weiss
-----------------------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
/s/ Michael Zimmerman
--------------------------------------------------
Michael Zimmerman