0000921895-18-003210.txt : 20181206 0000921895-18-003210.hdr.sgml : 20181206 20181206092039 ACCESSION NUMBER: 0000921895-18-003210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181206 DATE AS OF CHANGE: 20181206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE FOOD HOLDINGS INC CENTRAL INDEX KEY: 0000312257 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 201167761 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31874 FILM NUMBER: 181219196 BUSINESS ADDRESS: STREET 1: 28411 RACE TRACK ROAD CITY: BONITA SPRINGS STATE: FL ZIP: 34135 BUSINESS PHONE: 239-596-0204 MAIL ADDRESS: STREET 1: 28411 RACE TRACK ROAD CITY: BONITA SPRINGS STATE: FL ZIP: 34135 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA SOLARCO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JCP Investment Management, LLC CENTRAL INDEX KEY: 0001461945 IRS NUMBER: 264654347 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-201-6910 MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D/A 1 sc13da108569036_12062018.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Innovative Food Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

45772H202

(CUSIP Number)

 

James C. Pappas

JCP Investment Management, LLC

1177 West Loop South, Suite 1320

Houston, TX 77027

(713) 333-5540

 

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 3, 2018

(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.

 

 

 

1              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).

 

CUSIP NO. 45772H202

  1   NAME OF REPORTING PERSON  
         
        JCP Investment Partnership, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,712,233  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,712,233  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,712,233  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 45772H202

  1   NAME OF REPORTING PERSON  
         
        JCP Investment Partnership II, Master Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP NO. 45772H202

 

  1   NAME OF REPORTING PERSON  
         
        JCP Investment Partners, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,712,233  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,712,233  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,712,233  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP NO. 45772H202

 

  1   NAME OF REPORTING PERSON  
         
        JCP Investment Holdings, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,712,233  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,712,233  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,712,233  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP NO. 45772H202

 

  1   NAME OF REPORTING PERSON  
         
        JCP Investment Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,712,233  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,712,233  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,712,233  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP NO. 45772H202

 

  1   NAME OF REPORTING PERSON  
         
        James C. Pappas  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,712,233  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,712,233  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,712,233  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP NO. 45772H202

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 2.Identity and Background.

Item 2 is hereby amended to add the following:

Following the pro rata distribution of Shares by JCP II Master as described in greater detail in Item 5 below, JCP II Master no longer beneficially owns any Shares and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares owned by JCP Partnership were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business), except as otherwise noted. Of the 1,712,233 Shares beneficially owned by JCP Partnership, 1,494,609 of such Shares have an aggregate purchase price of approximately $877,915, excluding brokerage commissions, and 217,624 of such Shares were acquired in connection with the in-kind contribution described in Item 5 below.

 

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 33,775,306 Shares outstanding as of November 8, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018.

A.JCP Partnership
(a)As of the date hereof, JCP Partnership beneficially owned 1,712,233 Shares.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0

 

B.JCP II Master
(a)As of the date hereof, JCP II Master did not beneficially own any Shares.

Percentage: 0%

8

CUSIP NO. 45772H202

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

C.JCP Partners
(a)JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 1,712,233 Shares owned by JCP Partnership.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0

 

D.JCP Holdings
(a)JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 1,712,233 Shares owned by JCP Partnership.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0

 

E.JCP Management
(a)JCP Management, as the investment manager of JCP Partnership, may be deemed the beneficial owner of the 1,712,233 Shares owned by JCP Partnership.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0

F.Mr. Pappas
(a)Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the 1,712,233 Shares owned by JCP Partnership.

Percentage: Approximately 5.1%

9

CUSIP NO. 45772H202

(b)1. Sole power to vote or direct vote: 1,712,233
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,712,233
4. Shared power to dispose or direct the disposition: 0

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)Except as otherwise disclosed herein, there have been no transactions in the securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. On December 3, 2018, JCP II Master engaged in a pro rata distribution of 217,624 Shares to its partners and such partners made an in-kind contribution of such Shares to JCP Partnership.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 6, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 1 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Joint Filing Agreement, dated December 6, 2018.

10

CUSIP NO. 45772H202

SIGNATURES

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

Dated: December 6, 2018

 

  JCP Investment Partnership, LP
   
  By: JCP Investment Management, LLC
Investment Manager
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Managing Member

 

 

  JCP Investment Partnership II, Master Fund LP
   
  By: JCP Investment Management, LLC
Investment Manager
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Managing Member

 

 

  JCP Investment Partners, LP
   
  By: JCP Investment Holdings, LLC
  General Partner
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Sole Member

 

 

  JCP Investment Holdings, LLC
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Sole Member

 

 

  JCP Investment Management, LLC
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Managing Member

 

 

  /s/ James C. Pappas
  James C. Pappas

 

11

EX-99.1 2 ex991to13da108569036_120618.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.0001 par value, of Innovative Food Holdings, Inc., a Florida corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: December 6, 2018

 

  JCP Investment Partnership, LP
   
  By: JCP Investment Management, LLC
Investment Manager
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Managing Member

 

 

  JCP Investment Partners, LP
   
  By: JCP Investment Holdings, LLC
  General Partner
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Sole Member

 

 

  JCP Investment Holdings, LLC
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Sole Member

 

 

  JCP Investment Management, LLC
   
  By: /s/ James C. Pappas
    Name: James C. Pappas
    Title: Managing Member

 

 

  /s/ James C. Pappas
  James C. Pappas