0001140361-13-028333.txt : 20130718 0001140361-13-028333.hdr.sgml : 20130718 20130718140126 ACCESSION NUMBER: 0001140361-13-028333 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130718 DATE AS OF CHANGE: 20130718 GROUP MEMBERS: NICHOLAS C. STIASSNI GROUP MEMBERS: STIASSNI CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Real Goods Solar, Inc. CENTRAL INDEX KEY: 0001425565 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 261851813 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84043 FILM NUMBER: 13974602 BUSINESS ADDRESS: STREET 1: 833 WEST SOUTH BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 303-222-3600 MAIL ADDRESS: STREET 1: 833 WEST SOUTH BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STIASSNI CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001358323 IRS NUMBER: 550900784 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3400 PALOS VERDES DR. W CITY: RANCHO PALOS VERDES STATE: CA ZIP: 90275 BUSINESS PHONE: 310-544-0849 MAIL ADDRESS: STREET 1: 3400 PALOS VERDES DR. W CITY: RANCHO PALOS VERDES STATE: CA ZIP: 90275 SC 13G 1 formsc13g.htm STIASSNI CAPITAL PARTNERS SC 13G 7-11-2013 (REAL GOODS SOLAR)
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2

(Amendment No. _)

Real Goods Solar, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)
 
75601N104
(CUSIP Number)
 
July 11, 2013
(Date of Event Which Requires Filing of this Statement)
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
SCHEDULE 13G
 
CUSIP No.             75601N104
 
Page 2 of 10 Pages

 
 
 1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stiassni Capital Partners, LP                                                      EIN:  55-0900784
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
California
 
  
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY
EACH
6
SHARED VOTING POWER
1,437,500
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
1,437,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,437,500
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
 
  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
 
  
12
TYPE OF REPORTING PERSON
PN
  

SCHEDULE 13G
 
CUSIP No.             75601N104
 
Page 3 of 10 Pages

 
 
 1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stiassni Capital, LLC                                                                   EIN:  55-0900777
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
California
 
  
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY
EACH
REPORTING
6
SHARED VOTING POWER
1,437,500, all of which are held by Stiassni Capital Partners, LP (the "Fund").  Stiassni Capital, LLC ("LLC") is the general partner of the Fund.
 
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
1,437,500, all of which are held by the Fund.
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,437,500
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
 
  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
 
  
12
TYPE OF REPORTING PERSON
IA
  

SCHEDULE 13G
 
CUSIP No.              75601N104
 
Page 4 of 10  Pages

 
 
 1
NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas C. Stiassni
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
  
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
115,300
BENEFICIALLY
OWNED BY
EACH
6
SHARED VOTING POWER
1,437,500
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
115,300
 
 
8
SHARED DISPOSITIVE POWER
1,437,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,800
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
 
  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
 
  
12
TYPE OF REPORTING PERSON
IN
  
SCHEDULE 13G
 
CUSIP No.              75601N104
 
Page 5 of 10 Pages

Item 1. Issuer.
 
(a)            The name of the issuer is Real Goods Solar, Inc. (the "Issuer").
 
(b)            The address of the Issuer's principal executive office is 833 South Boulder Road, Louisville, Colorado 80027-2452, U.S.A.
 
Item 2. Reporting Person and Security.
 
(a)            Stiassni Capital Partners, LP (the "Fund") is a private investment limited partnership organized under California law.  The general partner of the Fund is Stiassni Capital, LLC ("LLC"), a California limited liability company.  Nicholas C. Stiassni is the Managing Member of LLC.  The Fund, LLC and Nicholas C. Stiassni are referred to herein as the "Reporting Persons."
 
(b)            The business address of the Fund, LLC and Nicholas C. Stiassni is 3400 Palos Verdes Drive West, Rancho Palos Verdes, California 90275.
 
(c)            The Fund is a California limited partnership.  LLC, its general partner, is a California limited liability company.
 
(d)            The title of the class of securities to which this statement relates is the Class A Common Stock of the Issuer, no par value (the "Class A Common Stock").
 
(e)            The CUSIP number is 75601N104.
 
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
 
Check Whether the Person Filing is a:
 
(a)            o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)            o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)            o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)            o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)            o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)             o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)            o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
SCHEDULE 13G
 
CUSIP No.              75601N104
 
           Page 6 of 10 Pages

(h)            o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)              o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)              o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)            o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
 
Not Applicable.
 
Item 4. Ownership.
 
On July 11, 2013, the Fund owned 1,000,000 shares of the Class A Common Stock of the Issuer and warrants to purchase an additional 437,500 shares.
 
LLC owned no securities of the Issuer directly.
 
Except for the custodial holdings discussed below, Nicholas C. Stiassni owned no securities of the Issuer directly.
 
The right to vote and the right to dispose of the shares owned by the Fund are shared among the Fund and both LLC and Nicholas C. Stiassni.
 
In addition to the shares held by the Fund, Nicholas C. Stiassni has the shared right to vote and to dispose of 77,500 shares held by his wife, Suzanne Stiassni, and the sole right to vote and to dispose of 37,800 shares which he holds as custodian for other relatives.
 
The Issuer's prospectus dated July 5, 2013, reported that as of June 17, 2013, the Issuer had 30,204,588 shares of the Class A Common Stock outstanding.  Accordingly, assuming that the Issuer had the same number of shares of the Class A Common Stock outstanding on July 11, 2013, the individual Reporting Persons had beneficial ownership of the following numbers of shares of the Class A Common Stock on July 11, 2013, which represented the following percentages of the Class A Common Stock outstanding:
 
 
  
Shares Owned
    
Percentage
  
The Fund
    
1,437,500
      
4.7
%
LLC
    
1,437,500
      
4.7
%
Nicholas C. Stiassni
    
1,552,800
      
5.1
%

SCHEDULE 13G
 
CUSIP No.         75601N104
 
Page 7 of 10 Pages

Item 5. Ownership of Five Percent or Less of a Class.
 
If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
SCHEDULE 13G
 
CUSIP No.        75601N104
 
Page 8 of 10 Pages

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:  July 11, 2013
STIASSNI CAPITAL PARTNERS, LP
 
 
 
By:
STIASSNI CAPITAL, LLC,  its general partner
 
 
By:
/s/ Nicholas C. Stiassni
 
 
Nicholas C. Stiassni, Managing Member
 
 
 
Dated:  July 11, 2013
STIASSNI CAPITAL, LLC
 
 
 
 
By:
/s/ Nicholas C. Stiassni
 
 
Nicholas C. Stiassni, Managing Member
 
 
 
Dated:  July 11, 2013
 
/s/ Nicholas C. Stiassni
 
 
Nicholas C. Stiassni

SCHEDULE 13G
 
CUSIP No.              302240 40 3
 
Page 9 of 10 Pages

EXHIBIT INDEX
 
Exhibit A
Agreement of Joint Filing

SCHEDULE 13G
 
CUSIP No.              302240 40 3
 
Page 10 of 10 Pages
 
EXHIBIT A
 
AGREEMENT OF JOINT FILING
 
The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G, containing the information required by Schedule 13G, for shares of the common stock of Real Goods Solar, Inc. beneficially owned by Stiassni Capital Partners, LP, Stiassni Capital, LLC and Nicholas C. Stiassni and such other holdings as may be reported therein.
 
Dated:  July 11, 2013
 
 
STIASSNI CAPITAL PARTNERS, LP
 
 
  By: STIASSNI CAPITAL, LLC, its general partner
 
 
By:
/s/ Nicholas C. Stiassni
 
 
Nicholas C. Stiassni, Managing Member
 
 
 
 
STIASSNI CAPITAL, LLC
 
 
 
 
By:
/s/ Nicholas C. Stiassni
 
 
 Nicholas C. Stiassni, Managing Member
 
 
/s/ Nicholas C. Stiassni
 
 
Nicholas C. Stiassni