-----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, IelmRN997o9fzaPEcNyw643qqeUcYoG9TVwBNS8WOA2b/KlltBA69ajme3vfLihF xieG5rd0KyN/37DvgLlyTg== 0001019056-08-000821.txt : 20080626 0001019056-08-000821.hdr.sgml : 20080626 20080626094409 ACCESSION NUMBER: 0001019056-08-000821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080626 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY CHINA FUND LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA GP LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Southern Sauce Company, Inc. CENTRAL INDEX KEY: 0001327364 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 113737500 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83847 FILM NUMBER: 08918343 BUSINESS ADDRESS: STREET 1: 11951 SE 57 STREET CITY: MORRISTON STATE: FL ZIP: 32668 BUSINESS PHONE: 352-486-4541 MAIL ADDRESS: STREET 1: 11951 SE 57 STREET CITY: MORRISTON STATE: FL ZIP: 32668 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 southern_13da2.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* SOUTHERN SAUCE COMPANY, INC. --------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 --------------------------------------------------------------- (Title of Class of Securities) 84379P 10 1 --------------------------------------------------------------- (CUSIP Number) VISION CAPITAL ADVISORS, LLC (formerly known as Vision Opportunity Capital Management, LLC) 20 West 55th Street, 5th Floor New York, New York 10019 Tel: (212) 849-8242 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 9, 2008 --------------------------------------------------------------- (Date of Event which Requires Filing Statement on Schedule 13D) 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 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(b) 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 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.) Explanatory Note ---------------- This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the "Common Stock"), of Southern Sauce Company Inc., a Florida corporation (the "Company" or the "Issuer"). This Amendment No. 2 supplements Item 4 and amends and restates in its entirety Item 7 of the Schedule 13D filed by Vision Opportunity China LP, a limited partnership organized under the laws of Guernsey (the "China Fund"), (ii) Vision Opportunity China GP Limited, a corporate entity organized under the laws of Guernsey (the "China Fund GP"), (iii) Vision Opportunity China Fund Limited, a corporate entity organized under the laws of Guernsey (the "China Fund Ltd."), (iv) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the "Investment Manager"), and (v) Adam Benowitz, a United States citizen (all of the foregoing, collectively, the "Reporting Persons") on February 26, 2008 and amended on June 12, 2008. Item 4. Purpose of Transaction. Securities Escrow Agreement On June 10, 2008 the Issuer entered into and on June 11, 2008 the Issuer consummated a securities escrow agreement with the China Fund, as representative of the Purchasers under the Purchase Agreement, Li Shaoqing, and Loeb & Loeb LLP, as escrow agent (the "Securities Escrow Agreement"). In the Securities Escrow Agreement, as an inducement to the Purchasers to enter into the Purchase Agreement, the Principal Stockholders (as defined in the Purchase Agreement) agreed to deliver an aggregate of 5,915,526 shares of the Issuer's Common Stock (the amount of Common Stock underlying the Series A Preferred Stock) to the escrow agent for the benefit of the Purchasers, and to forfeit some or all of those shares to the Purchasers in the event the Issuer fails to achieve certain financial performance thresholds for the 12-month periods ending June 30, 2008 and June 30, 2009. Further, pursuant to the First Amendment to the Purchase Agreement dated as of June 23, 2008 and the Securities Escrow Agreement, if the Issuer fails to list its Common Stock on the Nasdaq Capital Market, Nasdaq Global Market, American Stock Exchange or any successor market thereto within 18 months of the First Closing Date (as defined in the Purchase Agreement), 1,000,000 shares of Common Stock owned by Principal Stockholders will be distributed to the Purchasers on a pro rata basis. General The summaries of the various agreements described in this Item 4 are qualified in their entirety by the actual and complete text of the agreements which are attached as exhibits hereto. Item 7. Material to be Filed as Exhibits. Exhibit No. Document 1 Merger Agreement and Plan of Reorganization, dated as of June 9, 2008* 2 Securities Purchase Agreement, dated as of June 10, 2008* 3. First Amendment to Securities Purchase Agreement, dated as of June 23, 2008* 4. Registration Rights Agreement, dated as of June 10, 2008* 5. Shell Registration Rights Agreement, dated as of June 10, 2008* 6. Form of Series A Warrant, dated as of June 10, 2008* 7. Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock* 8. Securities Escrow Agreement, dated as of June 10, 2008* * Incorporated by reference to the Issuer's Current Report on Form 8-K, as filed with the SEC on June 23, 2008. 2 SIGNATURE 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: June 25, 2008 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC By: /s/ ADAM BENOWITZ ------------------------------------ Adam Benowitz, for himself and as Managing Member of the Investment Manager VISION OPPORTUNITY CHINA LP VISION OPPORTUNITY CHINA GP LIMITED VISION OPPORTUNITY CHINA FUND LIMITED By: /s/ DAVID BENWAY ------------------------------------ David Benway, as a Director of the China Fund GP and the China Fund Ltd. 3 EXHIBIT INDEX Exhibit No. Document 1 Merger Agreement and Plan of Reorganization, dated as of June 9, 2008* 2 Securities Purchase Agreement, dated as of June 10, 2008* 3. First Amendment to Securities Purchase Agreement, dated as of June 23, 2008* 4. Registration Rights Agreement, dated as of June 10, 2008* 5. Shell Registration Rights Agreement, dated as of June 10, 2008* 6. Form of Series A Warrant, dated as of June 10, 2008* 7. Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock* 8. Securities Escrow Agreement, dated as of June 10, 2008* * Incorporated by reference to the Issuer's Current Report on Form 8-K, as filed with the SEC on June 23, 2008. -----END PRIVACY-ENHANCED MESSAGE-----