-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4m6c9qlsxz9WAIQzIfG1Wv1xobZq0k8p49hHH+rvlpTwKWhjTRVph8xObT/2Wv/ 5zKX/nTMJriNwIgcRSABFw== 0000932799-07-000144.txt : 20070518 0000932799-07-000144.hdr.sgml : 20070518 20070518123709 ACCESSION NUMBER: 0000932799-07-000144 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Castle Brands Inc CENTRAL INDEX KEY: 0001311538 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82363 FILM NUMBER: 07863804 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FURSA SPV LLC CENTRAL INDEX KEY: 0001358286 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: (646) 205-6200 MAIL ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 FORMER COMPANY: FORMER CONFORMED NAME: FURSA HBV SPV LLC DATE OF NAME CHANGE: 20070213 FORMER COMPANY: FORMER CONFORMED NAME: Mellon HBV SPV LLC DATE OF NAME CHANGE: 20060404 SC 13G/A 1 rox13g.txt AMENDMENT NO 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 CASTLE BRANDS INC ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 148435100 ------------------------------------------------------------------------------- (CUSIP Number) May 8, 2007 ------------------------------------------------------------------------------- (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) |_| Rule 13d-1 (c) |_| 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 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 (1) Names and I.R.S. Identification Nos. (entities only) of reporting persons. Fursa SPV LLC - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (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: 2,259,715 (1) (6) Shared voting power: 0 (7) Sole dispositive power: 2,259,715 (1) (8) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 2,259,715 (1) - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |X| (see instructions).* - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 13.5% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (see instructions). IA - -------------------------------------------------------------------------------- (1) Consists of 1,197,005 shares of Common Stock, 794,702 shares of Common Stock issuable upon the conversion of 6% Subordinated Notes, convertible at $7.55 per share, and Warrants to purchase 268,008 shares of Common Stock at an exercise price of $6.57 in a private placement transaction on May 8, 2007. *Beneficial ownership reflected above excludes 102,819 shares of common stock held for the benefit of a managed account. 2 Item 1(a). Name of Issuer: Castle Brands Inc. ("Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 570 Lexington Avenue, 29th Floor New York, New York 10022 Item 2(a). Name of Persons Filing: Fursa SPV LLC Item 2(b). Address or Principal Business Office or, If None, Residence: 444 Merrick Road 1st Floor Lynbrook NY 11563 Item 4. Ownership (a) Amount beneficially owned: 2,259,715 (1) (b) Percent of class: 13.5% (c) Number of shares as to which such person has: (i) Sole power to direct the vote: 2,259,715 (2) (ii) Shared power to direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 2,259,715 (2) (iv) Shared power to dispose or direct the disposition of: 0 (1) Consists of 1,197,005 shares of Common Stock, 794,702 shares of Common Stock issuable upon the conversion of 6% Subordinated Notes, convertible at $7.55 per share, and Warrants to purchase 268,008 shares of Common Stock at an exercise price of $6.57 in a private placement transaction on May 8, 2007. (2) The Reporting Person beneficially owns the Issuer's securities on behalf of affiliated investment funds and separately managed accounts over which it exercises discretionary authority. 3 Item 10. Certification By signing below I certify that, to the best of my 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. 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. Fursa SPV LLC Date: May 17, 2007 By: /s/ Patrick Brennan ----------------------------------- Patrick Brennan, Chief Administrative Officer of Fursa Alternative Strategies LLC, as Managing Member of Fursa SPV LLC 4 -----END PRIVACY-ENHANCED MESSAGE-----