X0202 3/A 2006-08-03 2006-07-10 0 0000843494 ASCENDIA BRANDS, INC. ASB 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock ("Common Stock") 3322482 I See Footnotes The Reporting Persons acquired the reported securities pursuant to a Stock Purchase Agreement, dated as of June 30, 2006, with Steven Bettinger and Jodi Bettinger, and a Second Amended and Restated Securities Purchase Agreement, dated as of June 30, 2006, with the Issuer. The closing of the transactions contemplated by these agreements occurred on August 3, 2006. Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P. ) and manages investments for certain entities in managed accounts (such funds and accounts, the "Investment Entities"). Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of the Investment Entities. The Reporting Persons hold the reported securities indirectly through the Investment Entities. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the reported securities to the extent such beneficial ownership exceeds such person's pecuniary interest. This Amendment to the Form 3 filed by the Reporting Persons on July 10, 2006 (the "Original Form 3") re-reports the information in Line 1 of Table I of the Original Form 3 to gain access to the filing system to amend and restate footnote (1) of the Original Form 3. Footnotes (2) and (3) are being restated because they appear in Line 1. PRENTICE CAPITAL MANAGEMENT, LP, By: /s/ Michael Weiss as Chief Financial Officer 2006-08-07