-----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, JABeHJEnBrY4QM6V6750HkX13zXgrTNOvTOoREuFEfgM/kZsVTEgjsgU8dn0Ec/F K61LjSbtKseUjNhbSx1DIQ== 0001144204-09-007450.txt : 20090212 0001144204-09-007450.hdr.sgml : 20090212 20090212155532 ACCESSION NUMBER: 0001144204-09-007450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brown Jason CENTRAL INDEX KEY: 0001387540 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 425-890-9183 MAIL ADDRESS: STREET 1: 601 UNION STREET, SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Organic To Go Food CORP CENTRAL INDEX KEY: 0001014343 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582044990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47317 FILM NUMBER: 09594721 BUSINESS ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 BUSINESS PHONE: (206) 838-4670 MAIL ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 FORMER COMPANY: FORMER CONFORMED NAME: SP Holding CORP DATE OF NAME CHANGE: 20050728 FORMER COMPANY: FORMER CONFORMED NAME: SPEEDCOM WIRELESS CORP DATE OF NAME CHANGE: 20001018 FORMER COMPANY: FORMER CONFORMED NAME: LTI HOLDINGS INC DATE OF NAME CHANGE: 19990813 SC 13D/A 1 v139834_sc13da.txt ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0145 ----------------------------- Expires: February 28, 2009 ----------------------------- Estimated average burden hours per response...... 14.5 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ORGANIC TO GO FOOD CORPORATION (Name of Issuer) Common Stock, par value $ .001 per Share (Title of Class of Securities) 68618K106 (CUSIP Number) Lawrence Venick, Esq., Loeb & Loeb LLP, 10100 Santa Monica Blvd, Suite 2200, Los Angeles, CA 90067 Telephone: (310) 282-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2008 (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 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). SEC 1746 Potential persons who are to respond to the collection of information (11-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 68618K106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jason Brown - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power 2,914,402 ----------------------------------------------------------- Number of 8. Shared Voting Power Shares -0- Beneficially ----------------------------------------------------------- Owned by 9. Sole Dispositive Power Each 2,914,402 Reporting ----------------------------------------------------------- Person With 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,914,402 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 7.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the reporting person on February 22, 2007 (the "Original Schedule 13D"). This Amendment No. 1 amends and restates in its entirety the Original Schedule 13D. Item 1. Security and Issuer This statement relates to Common Stock, par value $.001 per share (the "Common Stock"), of Organic To Go Food Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 3317 Third Avenue South, Seattle, Washington 98134. Item 2. Identity and Background This statement is being filed by Jason Brown. The reporting person is the Chairman and Chief Executive Officer of the Company, and a citizen of the United States. His business address is 3317 Third Avenue South, Seattle, Washington 98134. During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On February 12, 2007, a merger (the "Merger") was consummated by and among the Company, Organic Ocquisition Corporation and Organic Holding Company, Inc. ("Organic"), pursuant to which all of Ahe shares of Organic capital stock and options and warrants exercisable into Organic common ttock owned by the reporting person prior to the Merger were converted into Common Stock and sptions and warrants exercisable into Common Stock of the Company. Effective upon closing of the Merger, the reporting person was issued options to purchase 1,246,674 shares of Common Stock of the Company at $1.38 per share, with vesting beginning on January 1, 2008. On January 9, 2008, the reporting person was granted options to purchase 100,000 shares of Common Stock of the Company at $1.40 per share, with vesting beginning on February 9, 2008. On March 11, 2008, the reporting person was granted options to purchase 600,000 shares of Common Stock of the Company at $1.38 per share, with vesting beginning on March 11, 2009. Item 4. Purpose of Transaction The purpose of the Merger was for the Company to obtain 100% ownership of Organic. The primary purpose for granting options to the reporting person was to compensate the reporting person for services rendered to the Company. Except as contemplated by the Merger Agreement or related agreements, the reporting person does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any similar action to those enumerated above. Item 5. Interest in Securities of the Issuer (a) The reporting person beneficially owns 2,914,402 shares of Common Stock (7.7% of the class). The reporting person possesses sole power to vote and dispose of the shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits (1) Agreement and Plan of Merger and Reorganization (incorporated by reference from Exhibit 2.1 to Company's Current Report on Form 8-K, filed January 17, 2007). (2) First Amendment to Agreement and Plan of Merger and Reorganization (incorporated by reference from Exhibit 2.2 to Company's Current Report on Form 8-K, filed February 13, 2007). 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. February 12, 2009 ------------------------------------ Date /s/ Jason Brown ------------------------------------ Signature -----END PRIVACY-ENHANCED MESSAGE-----