-----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, PwR1iEIM2T8blC9UZwLWZhRVCp4IusLX6bfleeEknaUHr13SBnac0bi6j67JTYrq x1g1MNjv/b4Pex1AnTE2ag== 0000902664-05-001497.txt : 20050715 0000902664-05-001497.hdr.sgml : 20050715 20050715172510 ACCESSION NUMBER: 0000902664-05-001497 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050715 DATE AS OF CHANGE: 20050715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGIATE PACIFIC INC CENTRAL INDEX KEY: 0000828747 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 222795073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40925 FILM NUMBER: 05957998 BUSINESS ADDRESS: STREET 1: 13950 SEMLAC STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9722438100 MAIL ADDRESS: STREET 1: 13950 SEMLAC STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: DSSI CORP DATE OF NAME CHANGE: 19971031 FORMER COMPANY: FORMER CONFORMED NAME: DRUG SCREENING SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge Strategic Opportunities LP CENTRAL INDEX KEY: 0001332633 IRS NUMBER: 980460413 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 sc13g.txt COLLEGIATE PACIFIC INC. UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Collegiate Pacific Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 194589206 (CUSIP Number) July 5, 2005 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] 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 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). Page 1 of 10 Pages CUSIP No. 194589206 13G Page 2 of 10 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge Strategic Opportunities LP - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 736,600 shares of Common Stock OWNED BY ________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 736,600 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,600 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) approximately 7.28% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 194589206 13G Page 3 of 10 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge Skystone GP SPV LLC - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 736,600 shares of Common Stock OWNED BY ________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 736,600 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,600 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) approximately 7.28% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company - ----------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 194589206 13G Page 4 of 10 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Skystone Advisors LLC - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 736,600 shares of Common Stock OWNED BY ________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 736,600 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,600 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) approximately 7.28% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company - ----------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 194589206 13G Page 5 of 10 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Kerry Nelson - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 736,600 shares of Common Stock OWNED BY ________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 736,600 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,600 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) approximately 7.28% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 194589206 13G Page 6 of 10 Pages Item 1. (a) Name of Issuer Collegiate Pacific Inc., a Delaware corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices 13950 Senlac Drive, Suite 100 Dallas, Texas 75234 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship Highbridge Strategic Opportunities LP The Cayman Corporate Centre, Fourth Floor 27 Hospital Road Georgetown, Grand Cayman Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Skystone GP SPV LLC One International Place, 24th Floor Boston, MA 02110 Citizenship: State of Delaware Skystone Advisors LLC One International Place, 24th Floor Boston, MA 02110 Citizenship: State of Delaware Kerry Nelson c/o Skystone Advisors LLC One International Place, 24th Floor Boston, MA 02110 Citizenship: United States Item 2(d) Title of Class of Securities Common Stock, par value $0.01 per share ("Common Stock"). Item 2(e) CUSIP Number 194589206 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 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). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). CUSIP No. 194589206 13G Page 7 of 10 Pages (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (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 Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: As of the date hereof, each Reporting Person may be deemed the beneficial owner of 736,600 shares of Common Stock owned by Highbridge Strategic Opportunities LP. Highbridge Skystone GP SPV LLC is the General Partner of Highbridge Strategic Opportunities LP. Skystone Advisors LLC is the investment member of Highbridge Skystone GP SPV LLC. Kerry Nelson is the Managing Member of Skystone Advisors LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. In addition, each of Highbridge Skystone GP SPV LLC, Skystone Advisors LLC and Kerry Nelson disclaims beneficial ownership of shares of Common Stock owned by Highbridge Strategic Opportunities LP. (b) Percent of class: Approximately 7.28% as of the date hereof. (Based on the Company's Registration Statement on Form S-3/A filed on June 27, 2005, there were 10,119,754 shares of Common Stock outstanding as of June 13, 2005.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote CUSIP No. 194589206 13G Page 8 of 10 Pages 736,600 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 736,600 shares of Common Stock. Item 5. Ownership of Five Percent or Less of a Class Not applicable. 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 See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned certifies that, to the best of its 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: Exhibit I: Joint Filing Agreement, dated as of July 15, 2005, by and among Highbridge Strategic Opportunities LP, Highbridge Skystone GP SPV LLC, Skystone Advisors LLC and Kerry Nelson. CUSIP No. 194589206 13G Page 9 of 10 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: July 15, 2005 HIGHBRIDGE STRATEGIC OPPORTUNITIES LP HIGHBRIDGE SKYSTONE GP SPV LLC By: Highbridge Skystone GP SPV LLC, By: Skystone Advisors LLC, its General Partner its Investment Member By: Skystone Advisors LLC, By: /s/ Kerry Nelson its Investment Member -------------------------- Name: Kerry Nelson By: /s/ Kerry Nelson Title: Managing Member ---------------------------- Name: Kerry Nelson Title: Managing Member SKYSTONE ADVISORS LLC By: /s/ Kerry Nelson /s/ Kerry Nelson ---------------------------- ----------------------------- Name: Kerry Nelson KERRY NELSON Title: Managing Member CUSIP No. 194589206 13G Page 10 of 10 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.01 par value, of Collegiate Pacific Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of July 15, 2005 HIGHBRIDGE STRATEGIC OPPORTUNITIES LP HIGHBRIDGE SKYSTONE GP SPV LLC By: Highbridge Skystone GP SPV LLC, By: Skystone Advisors LLC, its General Partner its Investment Member By: Skystone Advisors LLC, By: /s/ Kerry Nelson its Investment Member -------------------------- Name: Kerry Nelson By: /s/ Kerry Nelson Title: Managing Member ---------------------------- Name: Kerry Nelson Title: Managing Member SKYSTONE ADVISORS LLC By: /s/ Kerry Nelson /s/ Kerry Nelson ---------------------------- ----------------------------- Name: Kerry Nelson KERRY NELSON Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----