-----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, LUeADOwn5qJy03pVwMlOUdiC/kTcM+ny43wP6qWLUxsLj8gET6iqVStq/BolwLnt xxq0McTMX/FlmBya07gzyQ== 0001144204-07-068129.txt : 20071218 0001144204-07-068129.hdr.sgml : 20071218 20071218170028 ACCESSION NUMBER: 0001144204-07-068129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Skinny Nutritional Corp. CENTRAL INDEX KEY: 0001176325 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 233100268 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82108 FILM NUMBER: 071313712 BUSINESS ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 117 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-784-2000 MAIL ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 117 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE ENTERPRISES INTERNATIONAL INC DATE OF NAME CHANGE: 20020625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Salaman Michael CENTRAL INDEX KEY: 0001347913 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 610-525-7444 MAIL ADDRESS: STREET 1: 825 LAFAYETTE ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 SC 13D/A 1 v097550_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A -2 Under the Securities Exchange Act of 1934 Skinny Nutritional Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 830695 10 2 (CUSIP Number) Michael Salaman 3 Bala Plaza East, Suite 117 Bala Cynwyd, PA 19006 (610) 784-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 2007 (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 ss.ss.240.I3d-I(e), 240. l3d-I(f) or 240.1 3d-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 ss.240.13d-7 for other parties to whom copies are to be sent. 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). Persons who respond to the collection of Information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. SCHEDULE 13D CUSIP No. 830695 10 2 1. Names of Reporting Persons Michael Salaman I.R.S. Identification Nos. of above persons (entities only) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| 3. SEC Use Only 4. Source of Funds (See Instructions): PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6. Citizenship or Place of Organization: United States NUMBER OF 7. Sole Voting Power: 10,862,657 SHARES BENEFICIALLY 8. Shared Voting Power: 0 OWNED BY EACH 9. Sole Dispositive Power: 10,862,657 REPORTING PERSON 10. Shared Dispositive Power: 0 WITH 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,862,657 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13. Percent of Class Represented by Amount in Row (11): 12.4% 14. Type of Reporting Person (See Instructions)IN 2 This Amendment No. 2 to Schedule 13D is being filed by Michael Salaman. Mr. Salaman filed an original Schedule 13D dated October 16, 2006 (the "Original 13D") and an Amendment No. 1 to Schedule 13D on February 1, 2007 ("Amendment No. 1" and together with the Original 13D, the "Prior 13Ds"). Capitalized terms which are used herein but are not defined herein shall have the meaning ascribed to them in the Prior 13Ds. Item 1. Security and Issuer The class of equity security to which this statement relates is the common stock, par value, $0.001 per share (the "Common Stock"), of Skinny Nutritional Corp. (f/k/a Creative Enterprises International, Inc.), a Nevada corporation (the "Issuer" or the "Company"). The name and address of the principal executive office of the Issuer is 3 Bala Plaza East, Suite 117, Bala Cynwyd, PA 19006. Item 2. Identity and Background (a) Name: This statement on Schedule 13D/A (this "Statement") is being filed by Michael Salaman (the "Reporting Person"). (b) Residence or business address: The business address of the Reporting Person is 3 Bala Plaza East, Suite 117, Bala Cynwyd, PA 19006. (c) The present principal occupation and the name, principal place of business, and address of any corporation or other organization in which such employment is conducted by Reporting Person is as the Chairman of the Board of the Issuer. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding excluding traffic violations or similar misdemeanors. (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired the securities reported in the Original 13D in private placement transactions directly with the Company or in connection with stock option grants from the Company. These securities were purchased by the Reporting Person with personal funds. Of these shares 2,033,333 shares of Common Stock were issued by the Company in transactions occurring in 2002 and 2004. In addition, an aggregate of 4,879,324 shares of Common Stock were issued by the Company as of October 4, 2006, upon the conversion of a note made by the Company in the aggregate principal amount of $242,000. 3 On January 12, 2007, the Board of Directors approved a grant of 3,000,000 stock options to the Reporting Person pursuant to the Company's Employee Stock Option Plan. These options are exercisable for a period of five years at a per share exercise price of $0.26. Of the options granted, 20% of the total grant amount vest immediately and the balance vests in equal annual installments of 20% on the each anniversary date of the date of grant. On November 28, 2007, the Board of Directors approved a grant of 3,000,000 stock options to the Reporting Person pursuant to the Company's Employee Stock Option Plan. These options are exercisable for a period of five years at a per share exercise price of $0.08. Of the options granted, 25% of the total grant amount vest immediately and the balance vests in equal annual installments of 25% on each anniversary date of the date of grant. Due to such vesting requirements, for the purpose of this Amendment to Schedule 13D/A, 1,200,000 of the options granted by the Board on January 12, 2007 are included in the Reporting Person's beneficial ownership calculations and the remaining options under such grant have been excluded from such calculations. With respect to the options granted on November 28, 2007, 750,000 of the options granted by the Board on such date are included in the Reporting Person's beneficial ownership calculations and the remaining options under such grant have been excluded from such calculations. In addition, the Reporting Person was granted 2,000,000 shares of restricted common stock in consideration of a guarantee provided by him in connection with a secured loan procured by the Company in April 2007. Item 4. Purpose of Transaction The Reporting Person holds his shares of Common Stock and securities convertible into shares of Common Stock, including the additional securities described in Item 3 of this Schedule 13D/A, for general investment purposes. The Reporting Person may, from time to time, acquire additional shares of Common Stock in open market or negotiated block transactions, consistent with his investment purposes or may acquire additional securities of the Issuer through private transactions, which securities may be convertible into additional shares of Common Stock. Additionally, the Reporting Person may from time to time sell his shares of Common Stock in open market transactions or in negotiated block sales to one or more purchasers, consistent with his investment purpose. Except as described above in Item 3 of this Schedule 13D/A or otherwise reported by the Issuer in its disclosure reports filed pursuant to the Securities and Exchange Act of 1934, as amended, the Reporting Person does not currently have plans or proposals which relate to, or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or (j) any action similar to any of those enumerated above. 4 Item 5. Interest in Securities of the Issuer (a)-(b) As a result of the Reporting Person's transactions described in Item 3 of this Schedule 13D, the Reporting Person may currently be deemed to be the beneficial owner of 10,862,657 shares of Common Stock. Such number of shares of Common Stock constitutes approximately 12.4% of the issued and outstanding shares of Issuer's Common Stock based on the number of shares of Issuer's Common Stock outstanding as of November 28, 2007. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all such shares of Common Stock of the Issuer. Of these shares, 1,200,000 shares are issuable upon the exercise of stock options presently held by the Reporting Person which were granted in January 2007 and which are exercisable within 60 days from the date of this Schedule 13D/A and 750,000 shares are issuable upon the exercise of stock options granted on November 28, 2007. As described in Item 3 of this Schedule 13D/A above, for the purpose of this Schedule 13D/A, 1,800,000 of the options granted by the Board on January 12, 2007 and 2,250,000 of the options granted by the Board on November 28, 2007 are excluded from the Reporting Person's beneficial ownership calculations. (c) Except as described in Item 3 and Item 5(a), the Reporting Person has not effected any transactions in the Issuer's Common Stock during the past sixty days. (d) To the Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Reporting Person reported on herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, none of the Issuer's securities beneficially owned by the Reporting Person are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to Be Filed as Exhibits None. 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. Date: December 18, 2007 /s/ Michael Salaman - ------------------- Signature Michael Salaman - ------------------- Name The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purposed which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) 5 -----END PRIVACY-ENHANCED MESSAGE-----