UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)*
Cache, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
127150-30-8
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(CUSIP Number)
Andrew M. Saul, c/o Cache, Inc., 1440 Broadway, New York, N.Y. 10018
Telephone (212) 575-3200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 2006
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(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 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 off 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. 127150-30-8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ANDREW M. SAUL
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check 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
Shares 7. Sole Voting Power 425,630
Beneficially ---------------------------------------------------
Owned by Each 8. Shared Voting Power 1,034,060
Reporting Person ---------------------------------------------------
With: 9. Sole Dispositive Power 425,630
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10. Shared Dispositive Power 1,034,060
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,459,690
12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (9) 2.62%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 127150-30-8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JOSEPH E. SAUL
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check 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
Shares 7. Sole Voting Power 702,460
Beneficially ---------------------------------------------------
Owned by Each 8. Shared Voting Power 757,230
Reporting Person ---------------------------------------------------
With: 9. Sole Dispositive Power 702,460
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10. Shared Dispositive Power 757,230
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,459,690
12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (9) 4.33%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 127150-30-8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
NORMA G. SAUL
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check 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
Shares 7. Sole Voting Power 331,600
Beneficially ---------------------------------------------------
Owned by Each 8. Shared Voting Power 1,128,090
Reporting Person ---------------------------------------------------
With: 9. Sole Dispositive Power 331,600
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10. Shared Dispositive Power 1,128,090
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,459,690
12. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (9) 2.04%
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14. Type of Reporting Person (See Instructions) IN
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This statement constitutes Amendment No. 19 to the Schedule 13D dated
December 11, 1986, as amended (as so amended, the "Schedule 13D"), and is filed
by Andrew M. Saul, Joseph E. Saul, and Norma G. Saul (collectively, the "Group
Members"), 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 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
This amendment relates to the sale of the shares of the Company's Common Stock
by the Group Members as more fully described in Items 4 and 5(c) below.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On November 15, 2006, the Group Members and certain other shareholders of the
Company listed on Schedule II to the Underwriting Agreement (as defined below)
and the Company entered into an underwriting agreement (the "Underwriting
Agreement") with Thomas Weisel Partners LLC and Piper Jaffrey & Co., as
underwriters (together, the "Underwriters") providing for the sale by the Group
Members and such other shareholders of the Company of 1,675,000 shares of Common
Stock and the sale by the Company of 200,000 shares of Common Stock
(collectively, the "Offered Securities"), 1,350,000 of which were to be sold by
the Group Members as more fully described in Item 5(c) below, to the
Underwriters at a price of $21.5841. The Underwriters resold the Offered
Securities to the public at $22.75 per share. The transaction closed on November
21, 2006.
Joseph E. Saul on November 16, 2006 transferred 150,000 shares to a charitable
organization.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended and restated as follows:
(a) The approximate aggregate percentage of shares of Common Stock reported
beneficially owned by each person herein is based on 16,221,958 shares
outstanding. The total number of shares of Common Stock outstanding as
of November 21, 2006, as reflected in the Company's registration statement on
Form S-3 filed with the Securities and Exchange Commission on May 24, 2006, as
amended on November 8, 2006 and November 14, 2006 was 16,011,003. Certain
additional transactions, including the exercise of options, were consummated
after the filing of the Form S-3 and the Company records indicated that the
outstanding share balance on November 21, 2006 was 16,221,958.
As of the close of business on November 21, 2006:
Andrew M. Saul may be deemed to own beneficially 1,459,690 shares, representing
425,630 shares directly held by Andrew Saul, 702,460 shares directly held by
Joseph Saul, Andrew Saul's
father, and 331,600 shares directly held by Norma Saul, Andrew Saul's mother.
All of the foregoing shares are subject to an oral agreement to vote and dispose
of the shares jointly. Each of these holders disclaims beneficial ownership of
all shares other than those held in his or her name.
Joseph Saul may be deemed to beneficially own 1,459,690 shares, representing
702,460 shares directly held by Joseph Saul, 331,600 shares directly held by
Norma Saul, Joseph Saul's wife, and 425,630 shares directly held by Andrew Saul,
Joseph Saul's son. All of the foregoing shares are subject to an oral agreement
to vote and dispose of the shares jointly. Each of these holders disclaims
beneficial ownership of all shares other than those held in his or her name.
Norma G. Saul may be deemed to beneficially own 1,459,690 shares, representing
331,600 shares directly held by Norma Saul, 702,460 shares directly held by
Joseph Saul, Norma Saul's husband, and 425,630 shares directly held by Andrew
Saul, Norma Saul's son. All of the foregoing shares are subject to an oral
agreement to vote and dispose of the shares jointly. Each of these holders
disclaims beneficial ownership of all shares other than those held in his or her
name.
The Group Members as a whole may be deemed to own beneficially 1,459,690 shares
of Common Stock, constituting approximately 9.00% of the shares outstanding.
Item 5(c) is amended and restated as follows:
(c) Andrew M. Saul on November 21, 2006 sold 400,000 shares of the Company's
Common Stock in an underwritten public offering. Joseph E. Saul on November 16,
2006 transferred 150,000 shares to a charitable organization. Norma G. Saul on
November 21, 2006 sold 920,000 shares of the Company's Common Stock in an
underwritten public offering.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
LOCK UP AGREEMENT
In connection with the offering of the Offered Securities, each of the Group
Members agreed that from the date of the lockup agreement until the date that is
90 days after the date of the prospectus, not to (1) offer, pledge (except a
pledge for the benefit of the Company pursuant to an agreement entered or to be
entered into between the Company and a Group Member), sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell
or grant any option, right or warrant, lend, make any short sale or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into, exchangeable for, exercisable for or that
represent the right to receive shares of Common Stock, or (2) engage in any
hedging or other transaction which is designed to or which reasonably could be
expected to lead to or result in a sale or disposition of the Group Member's
Shares even if such Shares would be disposed of by someone other than the Group
Member. In addition, each
of the Group Members agreed that, without the prior written consent of Thomas
Weisel Partners and Piper Jaffrey & Co. (which consent may be withheld by either
in its sole discretion), it 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
such reporting person, 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 November 15, 2006, the Group Members entered into the Underwriting Agreement
relating to the sale of the Offered Securities to the Underwriters at a price of
$21.5841 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
and Piper Jaffrey & Co., as representatives, pursuant to the Underwriting
Agreement and the Selling Shareholders party thereto.
Exhibit 2 -- Underwriting Agreement, dated as of November 15, 2006 by and among
Thomas Weisel Partners LLP and Piper Jaffrey & Co., as representatives, the
Company and the Selling Shareholders listed in Schedule II 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: November 21, 2006
/s/ Andrew M. Saul
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Andrew M. Saul
/s/ Andrew M. Saul
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Joseph E. Saul by Andrew M. Saul
as Attorney in Fact
/s/ Andrew M. Saul
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Norma G. Saul by Andrew M. Saul
as Attorney in Fact