Redenvelope Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
11 Décembre 2007 - 6:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO PURSUANT TO RULE 13D-2(A)
(Amendment No. 1)*
RedEnvelope, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
75733R 60 1
John Pound
Integrity Brands Fund, L.P.
53 Westbourne Terrace
Brookline, MA 02446
(617) 731-4070
With a copy to:
Christopher M. Forrester, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive, Suite 100
San Diego, CA 92130
(858) 720-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 28, 2007
(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/A, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box
o
.
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 parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Integrity Brands Fund, L.P.
I.R.S. Identification No. 20-3964059
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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943,858
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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943,858
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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943,858
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Integrity Brands Partners LLC
I.R.S. Identification No. 20-3964000
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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943,858
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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943,858
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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943,858
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
John Pound
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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943,858
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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943,858
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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943,858
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON
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IN
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This joint statement of The Integrity Brands Fund, L.P., a Delaware limited partnership (the
Fund), the Integrity Brands Partners LLC, a Delaware limited liability company (the General
Partner) and John Pound, the manager of the General Partner (collectively with the Fund and
General Partner, the Reporting Persons) on Schedule 13D dated August 11, 2006, in respect of the
common stock, par value of $0.01 per share (the Common Stock) of RedEnvelope, Inc., a Delaware
corporation (the Issuer), is hereby amended and supplemented as follows:
Item 2. Identity and Background
The following sentence shall be inserted as the second to last sentence of paragraph (a):
Mr. Pound has served as Chairman of the board of directors of the Issuer since February 2007. On
November 13, 2007, the board of directors appointed Mr. Pound to serve as Chief Executive Officer
of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The source of funds used to acquire the Common Stock directly owned by the Fund was the working
capital of the Fund in the amount of approximately $7,279,731.40. Mr. Pound and the General
Partner do not directly own any shares of Common Stock.
Item 4. Purpose of Transaction
The following sentences shall be inserted at the end of the first paragraph of Item 4:
Mr. Pound has served on the Issuers board of directors since August 26, 2005, and has served as
Chairman since February 2007. Additionally, on November 13, 2007, the board of directors appointed
Mr. Pound to serve as Chief Executive Officer of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
(a) As of the date hereof, the Reporting Persons have the following interest in the securities of
the Issuer:
(i) the Fund beneficially owns 943,858 shares of the Issuers Common Stock, representing 9.9% of
the Issuers Common Stock. The calculation of percentage of beneficial ownership in Item 13 of
pages 2, 3 and 4 was derived from the Issuers Form 10-Q for the quarter ended September 30, 2007,
filed with the Securities and Exchange Commission on November 14, 2007, in which the Issuer stated
that the number of shares of its Common Stock, $0.01 par value outstanding as of November 7, 2007
was 9,522,982; and
(ii) the General Partner may be deemed to beneficially own all shares of Common Stock beneficially
owned by the Fund and Mr. Pound, based on his position as the sole Manager of the General Partner,
may be deemed to beneficially own all shares of Common Stock deemed to be beneficially owned by the
General Partner.
(b) With regard to the 943,858 shares of Common Stock owned by the Reporting Persons, dispositive
power and voting power may be deemed to be shared.
(c) The following transaction in the Common Stock is the only transaction effected by the Reporting
Persons since September 27, 2007, the date which is 60 days prior to the event requiring the filing
of this statement:
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No. of Shares
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Purchased/(Sale)
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Person
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Date
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Purchased/Sold
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Price Per Share
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The Integrity Brands Fund, L.P.
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11/28/07
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86,133
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$
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4.80
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The above listed transaction was conducted in the ordinary course of business on the open market
for cash. The purchase and sale price does not reflect any brokerage commissions paid.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The following paragraph shall be added to Item 6:
Mr. Pound has served on the Issuers board of directors since August 26, 2005, and has served as
Chairman since February 2007. On November 13, 2007, the board of directors appointed Mr. Pound to
serve as Chief Executive Officer of the Issuer.
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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THE INTEGRITY BRANDS FUND, L.P.
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By: Integrity Brands Partners LLC, its general partner
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/s/ John Pound
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Date: December 10, 2007
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Name: John Pound
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Title: Manager
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INTEGRITY BRANDS PARTNERS LLC
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By:
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/s/ John Pound
John Pound
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Manager
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By:
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/s/ John Pound
John Pound
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