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-----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, TZlv6oZ74zP4BIR5HVFxHdeKyGT22k6/j83HFNlMYb5jQGxV8kQB1Dqmq3KgUPZW Im6x1TKH8x4WCFZpy0WsLw== 0000935836-08-000065.txt : 20080213 0000935836-08-000065.hdr.sgml : 20080213 20080213144759 ACCESSION NUMBER: 0000935836-08-000065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CACHE INC CENTRAL INDEX KEY: 0000350199 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 591588181 STATE OF INCORPORATION: FL FISCAL YEAR END: 1203 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36377 FILM NUMBER: 08603819 BUSINESS ADDRESS: STREET 1: 1440 BROADWAY, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-575-3248 MAIL ADDRESS: STREET 1: 1440 BROADWAY, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ATOURS INC DATE OF NAME CHANGE: 19830518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Palo Alto Investors, LLC CENTRAL INDEX KEY: 0001306923 IRS NUMBER: 770558164 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 470 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-325-0772 MAIL ADDRESS: STREET 1: 470 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 cache.htm CACHE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Cache, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

127150308

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons.

Palo Alto Investors, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 1,442,600
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 1,442,600

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,600

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.3%

12. Type of Reporting Person (See Instructions) OO, IA

1. Names of Reporting Persons.

Palo Alto Investors

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 1,442,600
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 1,442,600

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,600

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.3%

12. Type of Reporting Person (See Instructions) CO, HC

1. Names of Reporting Persons.

William Leland Edwards

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 1,442,600
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 1,442,600

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,600

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.3%

12. Type of Reporting Person (See Instructions) IN, HC

1. Names of Reporting Persons.

Palo Alto Small Cap Master Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 1,200,100
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 1,200,100

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,100

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.7%

12. Type of Reporting Person (See Instructions) PN

1. Names of Reporting Persons.

Palo Alto Small Cap Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 900,075
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 900,075

9. Aggregate Amount Beneficially Owned by Each Reporting Person 900,075

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.8%

12. Type of Reporting Person (See Instructions) PN

Item 1.

(a) Name of Issuer

Cache, Inc.

(b) Address of Issuer's Principal Executive Offices

1440 Broadway, New York, NY 10018

Item 2.

(a) The names of the persons filing this statement are:

Palo Alto Investors, LLC ("PAI")

Palo Alto Investors

William Leland Edwards

Palo Alto Small Cap Master Fund, L.P. (the "Master Fund")

Palo Alto Small Cap Fund, L.P. (the "Fund")

(collectively, the "Filers").

(b) The principal business office of the Filers except the Master Fund is:

470 University Avenue, Palo Alto, CA 94301

The principal business office of the Master Fund is:

Citco Fund Services (Bermuda) Limited, Washington Mall West, 2nd Floor, 7 Reid Street, Hamilton HM 11, Bermuda

(d) This statement relates to shares of Common Stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 127150308

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ x ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to PAI).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ x ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Palo Alto Investors and Mr. Edwards).

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] 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) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement 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 [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

PAI is a registered investment adviser and is the general partner and investment adviser of investment limited partnerships, including the Fund and the Master Fund, and the investment adviser to other investment funds. Palo Alto Investors is the manager of PAI. Mr. Edwards is the controlling shareholder and President of Palo Alto Investors. PAI's clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No client other than the Fund and the Master Fund separately holds more than five percent of the outstanding Stock. The Fund holds shares of the Stock indirectly as a limited partner of the Master Fund.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Filers are filing this Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each of PAI, Palo Alto Investors and Mr. Edwards disclaims beneficial ownership of the Stock, except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Fund and the Master Fund should not be construed as an admission that either of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification of Palo Alto Investors, PAI and Mr. Edwards.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Certification of the Fund and the Master Fund:

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.

Exhibits:

Joint Filing Agreement, previously filed.

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: February 11, 2008

PALO ALTO INVESTORS

By: William L. Edwards, President

PALO ALTO INVESTORS, LLC

By: Palo Alto Investors, LLC, General Partner

By: William L. Edwards, President

William L. Edwards

PALO ALTO SMALL CAP MASTER FUND, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: William L. Edwards, President

PALO ALTO SMALL CAP FUND, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: William L. Edwards, President

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