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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
December 30, 2006
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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
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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 1,174,911
BENEFICIALLY ----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ----------------------------------------------------------
PERSON WITH 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
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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]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,174,911
BENEFICIALLY ----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ----------------------------------------------------------
PERSON WITH 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%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP NO. 15670X104 PAGE 4 OF 7 PAGES
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AMENDMENT NO. 4 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 and December 29, 2006 (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 December 30, 2006, the Prentice Parties entered into an agreement
with the Company (the "Note Amendment Agreement"), amending certain terms and
conditions of the senior secured convertible notes (the "Notes") in the
principal amount of $91 million sold by the Company to the Prentice Parties on
August 2, 2006 pursuant to the Securities Purchase Agreement.
As amended, the Notes (the "Amended Notes") have a term of 10 years
from the date of the Note Amendment Agreement (subject to certain put and call
rights described below) and will bear interest at the rate of 9 percent per
annum, subject to increase to up to 13% upon the nonoccurrence of certain
specified events; provided that, for the period ending March 31, 2007, the
Company has the option to accrue and capitalize interest. If the Company
consummates the Acquisition (as defined in the Amended Notes), it may elect to
continue to defer and capitalize interest on the then-outstanding balance of the
Amended Notes.
Any portion of the balance due under the Amended Notes is convertible
at any time, at the option of the holder(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 AMENDED 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
SCHEDULE 13D
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CUSIP NO. 15670X104 PAGE 5 OF 7 PAGES
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FOLLOWING SUCH CONVERSION. The Company may require the exchange of up to
$40 million in principal amount of the Amended Notes for shares of a newly
created series of preferred stock on terms acceptable to the Company and the
Prentice Parties, 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 Note Amendment
Agreement, the Company or any holder may redeem all or any portion of the
balance outstanding under the Amended Notes at a premium of 7 percent. The
Amended Notes are redeemable by the holder(s) at any time upon the occurrence of
an event of default or a change in control of the Company (as defined in the
Amended Notes), at premiums of 25 and 20 percent, respectively. In addition,
upon the consummation of the Acquisition, the Company may redeem up to $10
million in principal amount of the Amended Notes at a premium of 15 percent, and
$10 million in principal amount of the Amended Notes at a premium to be mutually
agreed between the parties.
In connection with the amendment to the Notes, the Prentice Parties
agreed to waive certain defaults arising under the Notes relating to the payment
of accrued interest due December 31, 2006, to waive compliance with certain
financial covenants through the end of the Company's current fiscal year (and
any past events of default under such financial covenants), and to defer, until
June 30, 2007, the requirement to file a registration statement with respect to
the Shares issuable upon conversion of the Amended Note. In addition, the
parties agreed to defer, until February 28, 2007, the date for determining the
number of Shares that may be issued upon the exercise of the Series B Warrants
held by the Prentice Parties, and the exercise price of such Series B Warrants.
In addition, the Prentice Parties entered into a Second Amended and
Restated Registration Rights Agreement with the Company (the "Registration
Rights Agreement") to provide registration rights with respect to the Conversion
Shares, the Preferred Shares and the Common Stock of the Company into which the
Preferred Shares may be converted. Under the 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 a
review by the Commission).
The Note Amendment Agreement, the Amended Notes and the Registration
Rights Agreement, are attached hereto as Exhibits J, K and L, respectively.
SCHEDULE 13D
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CUSIP NO. 15670X104 PAGE 6 OF 7 PAGES
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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 agreed to amend
certain terms and conditions of the Notes pursuant to the Note Amendment
Agreement and the Amended Notes and entered into a related 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 J - The Note Amendment Agreement is incorporated by reference to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 3, 2007.
Exhibit K - The Amended Notes are incorporated by reference to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 3, 2007.
Exhibit L - The Second Amended Registration Rights Agreement is incorporated by
reference to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 3, 2007.
SCHEDULE 13D
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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: January 3, 2007
PRENTICE CAPITAL MANAGEMENT, LP
By: /s/ Michael Weiss
-------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
/s/ Michael Zimmerman
-------------------------------------
Michael Zimmerman