Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. __)*
Castle
Brands Inc.
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of
Securities)
148435100
(CUSIP Number)
October 9,
2009
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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 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 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).
CUSIP
No. 148435100
|
13G
|
Page
2 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
Fursa
SPV LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page 3 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
Fursa
Master Rediscovered Opportunities Fund LP
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page 4 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
Fursa
Master Global Event Driven Fund LP
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page
5 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
Fursa
Capital Partners LP
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page 6 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
Fursa
Alternative Strategies LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page 7 of 13 Pages
|
1
|
NAME
OF REPORTING PERSON
William
F. Harley, III
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
10,133,465*
|
||
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
8
|
SHARED
DISPOSITIVE POWER
10,133,465*
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,133,465*
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Consists of warrants to
purchase 268,008 shares of common stock of the issuer exercisable within 60 days
of October 9, 2009.
CUSIP
No. 148435100
|
13G
|
Page 8 of 13 Pages
|
Preliminary
Note
This Schedule 13G Statement (this
"Statement") is filed on behalf of (i) Fursa SPV
LLC, a Delaware limited liability company (the "Investor"), (ii) Fursa Master Rediscovered
Opportunities Fund LP, a Delaware limited partnership ("Fursa Master
Rediscovered"), (iii) Fursa
Master Global Event Driven Fund LP, a Delaware limited partnership
("Fursa
Master Global"), (iv) Fursa
Capital Partners LP, a Delaware limited partnership ("Fursa Capital
Partners"), (v) Fursa
Alternative Strategies LLC, a Delaware limited liability company ("Fursa
Alternative"), by virtue of
its investment authority over securities held by the Investor and (vi) William
F. Harley, III, as a holder of 100% of the membership interests of Fursa
Alternative. The Investor, Fursa Master Rediscovered, Fursa Master
Global, Fursa Alternative and William F. Harley, III are collectively referred
to in this Statement as the "Reporting
Persons" and each is a
"Reporting
Person". The
purpose of this Statement is to disclose that the Reporting
Persons may be deemed to hold 10,133,465 shares (on an as-converted basis)
of common stock, par value $0.01 per share (the "Common
Stock") of Castle Brands
Inc. (the "Issuer"), and that such Common Stock was acquired
by the Investor in the ordinary course of its business
and Investor no longer has the purpose nor the effect of changing or
influencing the control of the Issuer, nor participating in any transaction
having such purpose or effect, as described in the Reporting Person's Schedule
13D Statement dated September 15, 2008 (the "13D
Statement").
In additio
n, the purpose of this
Statement is to disclose that the Reporting Persons may be deemed to hold
10,133,465 shares of Common Stock, which is equal to 9.4% of the total
outstanding Common Stock of the Issuer, as a result of (i) the
conversion of the Investor's holdings of the Issuer's 6% convertible notes, due
March 1, 2010, plus accrued interest, into shares of the Issuer's Series A
Convertible Preferred Stock ("Series A
Preferred") at a per share
price of $23.21 in connection with the Issuer's completion of the sale of
1.2 million shares of newly issued Series A Preferred for $15 million in
October 2008, (ii) the subsequent automatic conversion of each
outstanding share of the Investor's Series A Preferred into an aggregate of
9,294,028 shares of the Issuer's Common Stock and (iii) the execution by the
Issuer of an Asset Purchase Agreement, dated as of September 21, 2009 with Betts
& Scholl, LLC, pursuant to which the Issuer, through its subsidiary,
acquired the assets of Betts & Scholl and the Issuer issued to the seller
thereunder an aggregate of 7,142,858 shares of Common Stock. The foregoing
described transactions, among other things, resulted in the Issuer’s issuance
of additional shares of Common Stock since the 13D Statement was
filed. Furthermore, the purpose of this Statement is to correct the
number of shares that the Reporting Persons were deemed to have beneficially
held as of the date of the 13D Statement from the overeported 2,292,599 shares
to 1,667,023 shares that were actually deemed to be beneficially held by the
Reporting Persons as of the date of such 13D Statement. The issuance
of additional shares by the Issuer, together with foregoing described correction
of the 13D Statement, resulted in the dilution of the ownership percentage in
the Issuer held by the Reporting Persons, such that the Reporting Persons may be
deemed to hold, as of the date hereof, approximately 9.4% of the total
outstanding Common Stock of the Issuer.
Item 1(a)
|
Name of
Issuer:
|
Castle Brands Inc.
Item
1(b)
|
Address of the
Issuer's Principal Executive
Offices:
|
122 East 42nd Street
Suite 4700
New York, New York 10168
Item 2(a)
|
Name of Person
Filing
|
The Statement is filed on behalf of each
of the following Reporting Persons:
i)
|
Fursa SPV
LLC;
|
ii)
|
Fursa Master Rediscovered
Opportunities Fund LP;
|
iii)
|
Fursa Master Global Event Driven
Fund LP;
|
iv)
|
Fursa Capital Partners
LP;
|
CUSIP
No. 148435100
|
13G
|
Page 9 of 13 Pages
|
v)
|
Fursa Alternative Strategies
LLC;
and
|
vi)
|
William F. Harley,
III
|
Item 2(b)
|
Address of
Principal Business Office or, if None,
Residence:
|
The address or the principal business
office of each of the Reporting Persons is 49 West Merrick Road, Suite
202, Freeport, New York 11520.
Item 2(c)
|
Citizenship:
|
i)
|
Fursa SPV LLC, a Delaware limited liability
company;
|
ii)
|
Fursa Master Rediscovered Opportunities Fund
LP, a Delaware
limited partnership;
|
iii)
|
Fursa Master Global Event Driven Fund
LP, a Delaware
limited partnership;
|
iv)
|
Fursa Capital Partners
LP, a Delaware
limited partnership;
|
v)
|
Fursa Alternative Strategies
LLC, a Delaware
limited liability company;
and
|
vi)
|
William F. Harley, III, a United
States Citizen.
|
Item 2(d)
|
Title of Class
of Securities:
|
Common Stock, $0.01 par value per
share.
Item 2(e)
|
CUSIP
Number:
|
148435100
*Item 3
|
If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is
a:
|
(b)
|
o Bank as
defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
(c)
|
o
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
|
(d)
|
o
Investment company registered under section 8 of the
Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
(e)
|
x An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
|
(f)
|
o An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
|
(g)
|
o A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
(h)
|
o A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
(i)
|
o A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
|
*(j)
|
o A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
|
*(k)
|
o
Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
|
If the filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of
institution: _________________
CUSIP
No. 148435100
|
13G
|
Page 10 of 13 Pages
|
Item 4
|
Ownership:
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a)
|
Amount Beneficially
Owned:
|
As of the date hereof, each of the
Reporting Persons may be deemed to be the beneficial owner of 10,133,465 shares
of Common Stock.
(b)
|
Percent of
Class:
|
Each of the Reporting Persons may be
deemed to be the beneficial owner of approximately 9.4% of the total number of
shares outstanding.
(c)
|
Number of shares as to which such
person has:
|
Fursa SPV
LLC
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
Fursa Master Rediscovered
Opportunities Fund LP
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
Fursa Master Global Event Driven
Fund LP
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
Fursa Capital Partners
LP
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
Fursa Alternative Strategies
LLC
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
CUSIP
No. 148435100
|
13G
|
Page 11 of 13 Pages
|
William F. Harley,
III
|
||
(i)
|
Sole power to vote or direct the
vote:
|
|
(ii)
|
Shared power to vote or to direct
the vote
|
10,133,465
|
(iii)
|
Sole power to dispose or to direct
the disposition of
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of
|
10,133,465
|
Item 5
|
Ownership of
Five Percent or Less of a
Class:
|
This Item 5 is not
applicable.
Item 6
|
Ownership of
More than Five Percent on Behalf of Another
Person:
|
This Item 6 is not
applicable.
Item 7
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
This Item 7 is not
applicable.
Item 8
|
Identification
and Classification of Members of the
Group:
|
This Item 8 is not
applicable.
Item 9
|
Notice of
Dissolution of Group:
|
This Item 9 is not
applicable.
Item 10
|
Certification:
|
By signing below the Reporting Persons
certify that, to the best of such person's knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP
No. 148435100
|
13G
|
Page 12 of 13 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of each of the undersigned's knowledge and belief, each of the undersigned,
severally and not jointly, certifies that the information set forth in this
statement is true, complete and correct.
Date: October 9,
2009
|
FURSA SPV
LLC
|
|
By: /s/
William F. Harley, III
|
|||
|
Name: William F.
Harley, III
|
||
|
Title: Chief
Investment Officer of Fursa Alternative Strategies LLC, as Managing Member
of Fursa SPV LLC
|
Date: October 9,
2009
|
FURSA MASTER REDISCOVERED
OPPORTUNITIES FUND LP
|
|
By: /s/
William F. Harley, III
|
|||
|
Name: William F.
Harley, III
|
||
|
Title: President
and CIO
|
Date: October 9,
2009
|
FURSA MASTER GLOBAL EVENT DRIVEN
FUND LP
|
By: /s/
William F. Harley, III
|
|||
|
Name: William F.
Harley, III
|
||
|
Title: President
and CIO
|
Date: October 9,
2009
|
FURSA CAPITAL PARTNERS
LP
|
By: /s/
William F. Harley, III
|
|||
|
Name: William F.
Harley, III
|
||
|
Title: President
and CIO
|
Date: October 9,
2009
|
FURSA ALTERNATIVE STRATEGIES
LLC
|
By: /s/
William F. Harley, III
|
|||
|
Name: William F.
Harley, III
|
||
|
Title: Chief
Investment Officer of Fursa Alternative Strategies LLC, as Managing Member
of Fursa SPV LLC
|
Date: October 9,
2009
|
WILLIAM F. HARLEY,
III
|
By: /s/
William F. Harley, III
|
|||
|
|||
|
CUSIP
No. 148435100
|
13G
|
Page 13 of 13 Pages
|
*Pursuant to the Joint Filing Agreement,
dated as of October 9, 2009, attached hereto as Exhibit I, by and among Fursa
SPV LLC, Fursa Master Rediscovered Opportunities Fund LP, Fursa Master Global
Event Driven Fund LP, Fursa Capital Partners LP, Fursa Alternative Strategies
LLC and William F. Harley, III, this Schedule 13G statement is filed on behalf
of each the parties thereto.