SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Cache, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
127150-30-8
(CUSIP Number)
Jane Saul Berkey, c/o Cache, Inc., 1460 Broadway, New York, N.Y. 10036
Telephone (212) 840-4242
(Name, address and telephone number of person
authorized to receive notices and communications)
July 14, 2003
(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 Rule 13d-1(e), 13d-1(f) or 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
parites to whom copies are to be sent.
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*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 in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
(Continued on following pages)
CUSIP No. 127150-30-8
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(1) NAME OF REPORTING PERSON: Jane Berkey
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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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**: OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF (7) SOLE VOTING POWER: 344,046 SHARES
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BENEFICIALLY (8) SHARED VOTING POWER: 0
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER: 344,046
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER: 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 344,046
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.5%
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(14) TYPE OF REPORTING PERSON **: IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
This statement constitutes Amendment No. 4 to the Schedule 13D
dated February 26, 1996, as amended on June 6, 1997, August 25, 1997 and
December 27, 2000 (as so amended, the "Schedule 13D"), and is filed by Jane
Berkey, with respect to the common stock, $.01 par value per share (the "Common
Stock") of Cache, Inc. (the "Company"), a Florida corporation. Capitalized terms
used herein and not otherwise defined in this Amendment have the meanings set
forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does
not modify any of the information previously reported on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
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This amendment relates to the sale of the shares of the Company's Common Stock
as more fully described in Items 4 and 5(c) below.
Item 4. Purpose of Transaction
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Item 4 is amended by adding the following:
On July 8, 2003, Jane Berkey and certain other shareholders of the Company
listed on Schedule B of the Underwriting Agreement and the Company entered into
an underwriting agreement (the "Underwriting Agreement") with Thomas Weisel
Partners LLC, US Bancorp Piper Jaffrey Inc. and SG Cowen Securities Corporation
as representatives of the underwriters listed on Schedule A thereto (together,
the "Underwriters") providing for the sale by Jane Berkey and such other
shareholders of the Company of an aggregate of 2,975,000 shares of Common Stock
and the sale by the Company of 300,000 shares of Common Stock (collectively the
"Offered Securities"), 400,000 of which were to be sold by Jane Berkey as
described in Item 5(c) below, to the Underwriters at a price of $16.92. The
Underwriters resold the Offered Securities to the public at $18.00 per share.
The transaction closed on July 14, 2003.
The Underwriting Agreement also provides the Underwriters with an option to
purchase an additional 491,000 shares of Common Stock that may be exercised by
the Underwriters at any time not more than 30 days after the date of the related
prospectus. The Underwriters exercised the option on July 21, 2003 (the
"Over-Allotment Option"). No additional shares were sold by Jane Berkey pursuant
to the Over-Allotment Option.
Item 5. Interest in Securities of the Issuer
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Item 5(a) is amended and restated as follows:
(a) The approximate aggregate percentage of shares of Common Stock reported
beneficially owned by Jane Berkey is based on 9,906,150 shares outstanding,
which is the total number of shares of Common Stock outstanding as of July 25,
2003, as reflected in the Company's registration statement on Form S-2 filed
with the Securities and Exchange Commission on July 18, 2002, as amended on June
13, 2003 and July 8, 2003. Jane Berkey may be deemed to beneficially own 344,046
shares of the Company's Common Stock (3.5%).
Item 5(c) is amended by adding the following:
Jane Berkey on July 14, 2003 sold 400,000 shares of the Company's Common Stock
in an underwritten public offering.
PAGE 3 OF 4 PAGES
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer
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Item 6 is amended by adding the following:
LOCK UP AGREEMENT
In connection with the offering of the Offered Securities, Jane Berkey agreed,
from the date of the lockup agreement until the date that is 90 days after the
date of the prospectus and other than the Over Allotment Option, not to offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. In addition, Jane Berkey agreed that,
without the prior written consent of Thomas Weisel Partners (which consent may
be withheld in its sole discretion), she will not, during such period, make any
demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock and waived any registration rights relating to registration
under the Securities Act of any Common Stock owned either of record or
beneficially by Jane Berkey, including any rights to receive notice of the
public offering. The foregoing description of the Lock Up Agreement is qualified
in its entirety by reference to the text of such agreement, which is filed as an
exhibit to this Schedule 13D and is incorporated by reference herein.
UNDERWRITING AGREEMENT
On July 8, 2003, Jane Berkey entered into the Underwriting Agreement relating to
the sale of the Offered Securities to the Underwriters at a price of $16.92 per
share. The Underwriting Agreement contains customary terms and conditions. The
Underwriting Agreement is filed as an exhibit to this Schedule 13D and is
incorporated by reference herein. See also Item 4.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Form of Lock Up Agreement by and among Thomas Weisel Partners LLC, US
Bancorp Piper Jaffray Inc. and SG Cowen Securities Corporation as
representatives of the underwriters listed in Schedule A to the Underwriting
Agreement and the Selling Shareholders party thereto.
Exhibit 2 Underwriting Agreement, dated as of July 8, 2003 by and among Thomas
Weisel Partners LLC, US Bancorp Piper Jaffray Inc. and SG Cowen Securities
Corporation as representatives of the underwriters listed in Schedule A thereto,
the Company and the Selling Shareholders listed in Schedule B thereto.
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: August 19, 2003
/s/ Jane Berkey
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Jane Berkey
PAGE 4 OF 4 PAGES