0001193125-12-304200.txt : 20120717 0001193125-12-304200.hdr.sgml : 20120717 20120717104234 ACCESSION NUMBER: 0001193125-12-304200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120717 DATE AS OF CHANGE: 20120717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KID BRANDS, INC CENTRAL INDEX KEY: 0000739878 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 221815337 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35778 FILM NUMBER: 12964948 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA, 8TH FLOOR CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2014052400 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA, 8TH FLOOR CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: RUSS BERRIE & CO INC DATE OF NAME CHANGE: 19931220 FORMER COMPANY: FORMER CONFORMED NAME: BERRIE RUSS & CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Morehead Opportunity Fund, LP CENTRAL INDEX KEY: 0001424216 IRS NUMBER: 920202197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5151 GLENWOOD AVENUE STREET 2: SUITE 300 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 919-881-4554 MAIL ADDRESS: STREET 1: 5151 GLENWOOD AVENUE STREET 2: SUITE 300 CITY: RALEIGH STATE: NC ZIP: 27612 SC 13D/A 1 d381106dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

 

 

Kid Brands Inc.

(Name of Issuer)

 

 

Common Stock, $0.10 stated value

(Title of Class of Securities)

49375T100

(CUSIP Number)

W. Tom Donaldson, III Esq

McGuireWoods LLP

201 North Tryon Street, Suite 3000

Charlotte, North Carolina 28202

(704) 343-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 13, 2012

(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 §§ 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 §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 purposes 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

 

CUSIP No. 49375T100   (Page 2 of 5)

 

   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Morehead Opportunity Fund, LP

   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

   

SEC USE ONLY

 

   

SOURCE OF FUNDS (See Instructions)

 

    WC

   

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      

SOLE VOTING POWER

 

    1,946,415

      

SHARED VOTING POWER

 

    0

      

SOLE DISPOSITIVE POWER

 

    1,946,415

      

SHARED DISPOSITIVE POWER

 

    0

   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,946,415

   

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    8.92%

   

TYPE OF REPORTING PERSON (See Instructions)

 

    PN


CUSIP No. 49375T100   (Page 3 of 5)

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act, as amended (the “Exchange Act”), this Schedule 13D/A (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on November 3, 2011, as amended by Amendment No. 1 to the Schedule 13D filed on June 20, 2012 (together, the “Schedule 13D”). This Amendment No. 2 is being filed by Morehead Opportunity Fund, LP (the “Reporting Person”) and relates to the common stock, stated value $0.10 per share, of Kid Brands, Inc., a New Jersey corporation (the “Company”). All capitalized terms used herein but not defined herein shall have the meaning set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 2, items in the Schedule 13D remain unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

On May 23, 2012 through July 13, 2012, the Reporting Person acquired an aggregate of 843,619 Shares of the Company in open market purchases as set forth on Schedule III for aggregate consideration (excluding commissions) of approximately $1,722,348. All of the funds used to acquire the Shares of the Company were obtained from the working capital of the Reporting Person, which in turn was obtained from the capital contributions of the partners of the Reporting Person and/or investment proceeds thereof.

 

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

The Reporting Person is the beneficial owner of 1,946,415 Shares of the Company. Based on estimates of shares outstanding of the Company based upon the Form 10-Q filed by the Company on May 11, 2012 that states that the Issuer had an aggregate of 21,826,649 Shares outstanding as of May 4, 2012, the Reporting Persons may be deemed to own approximately 8.92% of the Issuer’s Shares. By virtue of his position with Morehead Capital Advisors, Mr. Maynard has the sole power to vote and dispose of the Shares owned by the Reporting Person.

SIGNATURE

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

 

    MOREHEAD OPPORTUNITY FUND, LP
Date: July 17, 2012      
    By:   MOREHEAD CAPITAL ADVISORS I, LLC
    By:  

/s/ Quinton Maynard

    Name:   Quinton Maynard
    Title:   Manager


SCHEDULE III

 

     Shares      Per Share Price ($)  

05/23/12

     47,748         2.0958   

05/24/12

     35,347         2.1395   

05/25/12

     822         2.1236   

05/29/12

     6,749         2.1970   

05/30/12

     7,762         2.1976   

05/31/12

     100         2.1500   

06/01/12

     23,923         2.1988   

06/04/12

     22,077         2.1557   

06/05/12

     12,444         2.1563   

06/06/12

     13,839         2.1692   

06/07/12

     13,101         2.1933   

06/08/12

     2,400         2.2000   

06/11/12

     13,680         2.1956   

06/18/12

     18,853         2.0529   

06/18/12

     355,100         1.9999   

06/19/12

     600         2.0520   

06/20/12

     5,949         2.0819   

06/21/12

     199,500         2.0400   

07/11/12

     3,625         1.8976   

07/13/12

     60,000         1.9228   

 

(1) The price reported in the “Per Share Price” column is a weighted average price.