Schedule 13D Amendment No. 6

-----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, B0Y/kWUCy0eanSVOtkNJtDokBA0HTSAA8im8eYLfJVU+hFVd2172nvxR42hxCOqy mNLcEWx83SOhRlu2E5sj6g== 0001193125-09-079249.txt : 20090415 0001193125-09-079249.hdr.sgml : 20090415 20090415091539 ACCESSION NUMBER: 0001193125-09-079249 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 GROUP MEMBERS: CHARLES M. B. GOLDMAN GROUP MEMBERS: MILL ROAD CAPITAL GP LLC GROUP MEMBERS: SCOTT P. SCHARFMAN GROUP MEMBERS: THOMAS E. LYNCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KONA GRILL INC CENTRAL INDEX KEY: 0001265572 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 200216690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81402 FILM NUMBER: 09749892 BUSINESS ADDRESS: STREET 1: 7150 EAST CAMELBACK ROAD STREET 2: SUITE 220 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809228100 MAIL ADDRESS: STREET 1: 7150 EAST CAMELBACK ROAD STREET 2: SUITE 220 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 IRS NUMBER: 205432103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Kona Grill, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

50047H201

(CUSIP Number)

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

Two Sound View Drive

Suite 300

Greenwich, CT 06830

203-987-3501

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 15, 2009

(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 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).


CUSIP No. 50047H201		13D		Page 2 of 9 Pages


1.	Names of Reporting Persons. Thomas E. Lynch
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 648,171
		9. Sole Dispositive Power
		10. Shared Dispositive Power 648,171


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 648,171
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 50047H201		13D		Page 3 of 9 Pages


1.	Names of Reporting Persons. Charles M. B. Goldman
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 648,171
		9. Sole Dispositive Power
		10. Shared Dispositive Power 648,171


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 648,171
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 50047H201		13D		Page 4 of 9 Pages


1.	Names of Reporting Persons. Scott P. Scharfman
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 648,171
		9. Sole Dispositive Power
		10. Shared Dispositive Power 648,171


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 648,171
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 50047H201		13D		Page 5 of 9 Pages


1.	Names of Reporting Persons Mill Road Capital GP LLC
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) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 648,171
		8. Shared Voting Power
		9. Sole Dispositive Power 648,171
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 648,171
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9%
14.	Type of Reporting Person (See Instructions) OO; HC


CUSIP No. 50047H201		13D		Page 6 of 9 Pages


1.	Names of Reporting Persons. Mill Road Capital, L.P.
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) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 648,171
		8. Shared Voting Power
		9. Sole Dispositive Power 648,171
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 648,171
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.9%
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 50047H201				Page 7 of 9 Pages

This Amendment No. 6 (this “Amendment”) to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of Kona Grill, Inc., a Delaware corporation, filed by the undersigned on June 26, 2008 (the “Initial Filing”), as amended by Amendment No. 1 on Schedule 13D filed by the undersigned on November 14, 2008, with respect to the Initial Filing, as amended by Amendment No. 2 on Schedule 13D filed by the undersigned on December 30, 2008, with respect to the Initial Filing, as amended by Amendment No. 3 on Schedule 13D filed by the undersigned on January 2, 2009, with respect to the Initial Filing, as amended by Amendment No. 4 on Schedule 13D filed by the undersigned on January 30, 2009, with respect to the Initial Filing, and as amended by Amendment No. 5 on Schedule 13D filed by the undersigned on March 12, 2009, with respect to the Initial Filing (the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the third and fourth paragraphs:

“On April 15, 2009, the Fund transmitted another letter concerning the Issuer’s financing process to Mark Zesbaugh; this letter is attached hereto as Exhibit 14.”

2. Item 5(a) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(a) In the aggregate, the Reporting Persons beneficially own, as of April 14, 2009, 648,171 shares of the Common Stock, representing approximately 9.9% of such class of securities. The Fund, the GP, as the sole general partner of the Fund, and each Manager, as a management committee director of the GP, each beneficially owns, as of April 14, 2009, 648,171 shares of the Common Stock, representing approximately 9.9% of such class of securities. These percentages of beneficial ownership are based on a total of 6,520,313 shares of the Common Stock outstanding as of April 9, 2009, as reported in an amendment to a registration statement on form S-3 filed by the Issuer on April 10, 2009.”

3. Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“No Reporting Person has effected any transaction in shares of the Common Stock from February 14, 2009 (the date 60 days prior to the event which required the filing of this statement) to April 14, 2009.”

4. Item 7 of the Schedule 13D shall hereby be amended by adding Exhibit 14 as follows:

“Exhibit 14 Letter from Mill Road Capital, L.P. to Mark Zesbaugh dated April 15, 2009.”

5. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]


CUSIP No. 50047H201				Page 8 of 9 Pages

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:		April 15, 2009

MILL ROAD CAPITAL, L.P.

By:		Mill Road Capital GP LLC, its General Partner

By:		/s/ Charles M. B. Goldman
		Charles M. B. Goldman
		Management Committee Director

MILL ROAD CAPITAL GP LLC

By:		/s/ Charles M. B. Goldman
		Charles M. B. Goldman
		Management Committee Director


CUSIP No. 50047H201				Page 9 of 9 Pages


THOMAS E. LYNCH

By:		/s/ Charles M. B. Goldman
		Charles M. B. Goldman, attorney-in-fact

CHARLES M. B. GOLDMAN

/s/ Charles M. B. Goldman
Charles M. B. Goldman

SCOTT P. SCHARFMAN

By:		/s/ Charles M. B. Goldman
		Charles M. B. Goldman, attorney-in-fact

EX-14 2 dex14.htm LETTER FROM MILL ROAD CAPITAL, L.P. TO MARK ZESBAUGH DATED APRIL 15, 2009. Letter from Mill Road Capital, L.P. to Mark Zesbaugh dated April 15, 2009.

Exhibit 14

LOGO

April 15, 2009

Mark Zesbaugh

Kona Grill, Inc.

7150 East Camelback Road

Suite 220

Scottsdale, AZ 85251

Dear Mark:

As your second largest shareholder, we are shocked and outraged at how Kona Grill continues to manipulate the terms of its financing. The Company had offered inferior non-market terms to outside shareholders in order to exclude them from a Notes Offering. The Company then secretly restructured the Notes and offered superior terms to insiders thereby giving the Chairman’s friends and family unfair access to Kona stock at a deeply discounted price that is now approximately 50 percent below the current market price. I note for the record that:

•

On Tuesday February 17^th, the Company distributed a term sheet soliciting interest in Bridge Notes that would give investors highly attractive oversubscription rights in a future Rights Offering. The terms included a specific maturity date for the Notes. Several outside investors expressed an interest in investing in this security.

•

On Monday March 2^nd, you personally sent me a term sheet for the Bridge Notes. This term sheet had no maturity date and no transfer rights.

•

In our conversation on Wednesday March 4, you personally reiterated to me that the Notes would have no maturity date and no transfer rights.

•

During that week, all real outside investors refused to accept these off-market terms for a non-maturing, non-transferable Note.

•

On Thursday March 5^th, the Company issued Notes to a group of insiders that included the Chairman’s father. The terms granted to insiders were materially more favorable than the terms you offered to Mill Road and other outsiders. Specifically, the Special Committee approved a deal giving insiders a specified maturity date and transfer rights.

•

In your Monday March 9^th filing, you actually disclosed the term sheet released to outsiders (Exhibit A of the filing) with less favorable terms than the Notes provided to insiders (Exhibit B of the filing).

As your shareholders noticed this, they sued you personally and the Company for blatantly breaching your fiduciary obligations to all shareholders (as disclosed in the amended registration statement), demanded that the Note sale be revoked, and requested the right to buy these more favorably structured securities. Over the last four weeks, the Company failed to respond publicly to any of its investors and inaccurately communicated to at least one investor that the Notes that were sold had no real maturity date.

Let’s be clear about this situation. Insiders were offered more favorable terms than outsiders. Outsiders did not participate because they did not have access to these terms. Insiders benefited from these terms in the period of great uncertainty prior to the filing of the Rights Offering and insiders are now positioned to have oversubscription rights to buy shares of Kona Grill at approximately half the current market price. The so called “corrective” filing that you quietly made on April 10^th does nothing to change this reality.

Let me remind you that you are the Chairman of the Special Committee at Kona Grill and your obligation is to all shareholders, not just the Jundt family and their friends. You are personally responsible for this fiasco and we demand that you take accountability and take real “corrective” action. Specifically, Mill Road demands that you modify the Rights Offering to (i) make all the rights transferable, (ii) grant all current shareholders oversubscription rights, and (iii) strip the Notes of their attractively priced warrants. We further demand that the Company fully and fairly disclose the details of the fundraising process and the “corrective” actions taken in its next S-3A filing and appoint an independent law firm to investigate wrongdoing and ethics violations in the fundraising process.

Two Sound View Drive, Suite 300 — Greenwich, CT 06830 — (203) 987-3500

Mark, under your leadership, the Special Committee has taken actions that have caused considerable damage to the Company’s reputation for fair governance. Making the aforementioned changes would be a positive step toward rebuilding the reputation of the Company and your reputation as independent director. We strongly urge you to work with us to restore the Company’s good standing.

Yours truly,

/s/ Thomas E. Lynch

Thomas Lynch

Senior Managing Director

Mill Road Capital L.P.

Page 2 of 2

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