0000904454-11-000234.txt : 20110527 0000904454-11-000234.hdr.sgml : 20110527 20110527121029 ACCESSION NUMBER: 0000904454-11-000234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orange 21 Inc. CENTRAL INDEX KEY: 0000932372 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 330580186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80727 FILM NUMBER: 11876925 BUSINESS ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: (760) 804-8420 MAIL ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC, INC DATE OF NAME CHANGE: 20040916 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC INC DATE OF NAME CHANGE: 19941103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Costa Brava Partnership III LP CENTRAL INDEX KEY: 0001319959 IRS NUMBER: 043387028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-595-4400 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 s13da_052711-orange21.htm AMENDMENT TO SCHED 13D FOR ORANGE 21 BY COSTA BRAVA PARTNERSHIP III s13da_052711-orange21.htm

 
 
 



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(Amendment No. 10)*
Orange 21 Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
685317109
(CUSIP Number)
 
 
Seth W. Hamot
Costa Brava Partnership III L.P.
222 Berkeley Street, 17th Floor
Boston, MA  02116
(617) 595-4400
Jeffrey R. Katz, Esq.
Ropes & Gray LLP
One International Place
Boston, MA  02110
(617) 951-7000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 26, 2011
(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:  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 
 
 
CUSIP No. 685317109 Page 2 of 6 Pages


 
1.
 
NAME OF REPORTING PERSON:    Costa Brava Partnership III L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
 
 
2.
(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
  WC
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISo
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
5,857,060
 
8.
 
SHARED VOTING POWER
-0-
 
9.
 
SOLE DISPOSITIVE POWER
5,857,060
 
10.
 
SHARED DISPOSITIVE POWER
-0-
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,857,060
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo
CERTAIN SHARES
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.8%
 
14.
 
TYPE OF REPORTING PERSON*
PN


 
 
 
CUSIP No. 685317109 Page 3 of 6 Pages



 
1.
 
NAME OF REPORTING PERSON:    Roark, Rearden & Hamot, LLC
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
 
 
2.
(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
  WC
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISo
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
5,857,060
 
8.
 
SHARED VOTING POWER
-0-
 
9.
 
SOLE DISPOSITIVE POWER
5,857,060
 
10.
 
SHARED DISPOSITIVE POWER
-0-
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,857,060
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo
CERTAIN SHARES
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.8%
 
14.
 
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No. 685317109 Page 4 of 6 Pages



 
1.
 
NAME OF REPORTING PERSON:    Seth W. Hamot
 
 
 
2.
(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
  WC
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISo
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
5,857,060
 
8.
 
SHARED VOTING POWER
-0-
 
9.
 
SOLE DISPOSITIVE POWER
5,857,060
 
10.
 
SHARED DISPOSITIVE POWER
-0-
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,857,060
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo
CERTAIN SHARES
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.8%
 
14.
 
TYPE OF REPORTING PERSON
IN, HC


 
 
 
CUSIP No. 685317109 Page 5 of 6 Pages


AMENDMENT NO. 10 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 26, 2008, as amended by Amendment No. 1 thereto filed on November 24, 2008, Amendment No. 2 thereto filed on December 9, 2008, Amendment No. 3 thereto filed on December 12, 2008, Amendment No. 4 thereto 13D filed on January 23, 2009, Amendment No. 5 thereto filed on February 23, 2009, Amendment No. 6 thereto filed on December 9, 2009, Amendment No. 7 thereto filed on May 27, 2010, Amendment No. 8 thereto filed on June 22, 2010 and Amendment No. 9 thereto filed on September 17, 2010 (as so amended, the "Schedule 13D").  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 2.  Identity and Background.
 
Item 2 is hereby amended to change the address of the Reporting Persons to 222 Berkeley Street, 17th Floor, Boston, MA  02116.
 
Item 5.  Interest in Securities of the Issuer.
 
Paragraphs (a) and (c) of Item 5 are hereby amended and restated to read in their entirety as follows:
 
(a)     The Reporting Persons are the beneficial owners of 5,857,060 shares of Common Stock, representing approximately 45.8.0% of the Common Stock outstanding.  This calculation is based on 12,776,516 shares of Common Stock outstanding as of May 9, 2011, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2011, as filed with the Commission on May 13, 2011.
 
(c)     On May 26, 2011 the Reporting Persons purchased 411,827 shares of Common Stock at $1.50 per share in open market transactions.
 

 

 
 
 
CUSIP No. 685317109 Page 6 of 6 Pages


Signature:


After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated:  May 26, 2011

 
COSTA BRAVA PARTNERSHIP III L.P.
 
 
By:
Roark, Rearden & Hamot, LLC, its General Partner
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
ROARK, REARDEN & HAMOT, LLC
 
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
SETH W. HAMOT
 
 
By:
/s/ Seth W. Hamot