-----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, NnIb+O84n7HCeG8VuA00zg24/4elFOGIchy9BizDELvxjlqj+SLijEU28IV4MhGj hIX2ix+hbRkATqasNYbQdQ== 0001019056-09-000774.txt : 20090805 0001019056-09-000774.hdr.sgml : 20090805 20090805160209 ACCESSION NUMBER: 0001019056-09-000774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Almond Charles M CENTRAL INDEX KEY: 0001469091 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 2100 CITY: MILL VALLEY STATE: CA ZIP: 94941 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DESIGN WITHIN REACH INC CENTRAL INDEX KEY: 0001116755 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FURNITURE & HOME FURNISHINGS [5020] IRS NUMBER: 943314374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79980 FILM NUMBER: 09988274 BUSINESS ADDRESS: STREET 1: 225 BUSH STREET STREET 2: 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156766500 MAIL ADDRESS: STREET 1: 225 BUSH STREET STREET 2: 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 dwr_13da1.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934* Design Within Reach, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 250557105 (CUSIP Number) Charles Almond, Trustee for the Almond Family 2001 Trust P.O. Box 2100 Mill Valley, California 94941 (415) 388-6053 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). SCHEDULE 13D CUSIP NO. 250557105 1 NAMES OF REPORTING PERSONS Charles M. Almond Trustee for the Almond Family 2001 Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Corpus of Trust 5 CHECK BOX 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 1,397,391 8 SHARED VOTING POWER N.A. 9 SOLE DISPOSITIVE POWER 1,397,391 10 SHARED DISPOSITIVE POWER N.A. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,397,391 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 14 TYPE OF REPORTING PERSON* IN 2 This Amendment No. 1 amends the Schedule 13D filed August 3, 2009 (the "Schedule 13D"). Capitalized terms used herein but not defined herein shall have the meanings attributed to them in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is amended and restated as follows: The Reporting Person acquired the Common Shares for investment purposes. On July 30, 2009, the Reporting Person delivered a letter to the Issuer proposing to fund a bridge loan to the Issuer in the amount of $4 million so that the Issuer could meet certain upcoming obligations subject to certain conditions, including (i) the termination by the Issuer of its agreement to issue preferred and common stock to Glenhill Special Opportunities Master Fund LLC ("Glenhill") pursuant to a securities purchase agreement dated as of July 20, 2009, (ii) the agreement by the Issuer to undertake a rights offering of its Common Stock to its existing stockholders, including the Reporting Person, (iii) a reduction in the size of the board of directors of the Issuer to five persons and the appointment to the board of directors of the Issuer of three directors to be designated by the Reporting Person and (iv) the exempting of the Reporting Person and his affiliates from the Issuer's Rights Agreement dated as of May 23, 2006, as amended, Section 203 of the Delaware General Corporation Law and any other applicable anti-takeover plans or regulations applicable to the Issuer. A copy of such letter was attached as Exhibit 1 to the Schedule 13D. On August 3, 2009, the Issuer informed the Reporting Party that it intended to consummate the proposed transaction with Glenhill rather than the alternative transaction proposed by the Reporting Person. On August 5, 2009, the Issuer filed a Current Report on Form 8-K (the "Form 8-K") stating that the Issuer had consummated the Glenhill transaction on August 3, 2009. The Reporting Person intends to evaluate his investment in the Issuer on a continuing basis and may (a) acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer held by the Reporting Person; (b) propose an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) propose a sale or transfer of a material amount of assets of the Issuer or any its subsidiaries; (d) propose changes in the board of directors or management of the issuer, including proposals to change the number or term of directors or to fill vacancies on the board; (e) propose other material changes in the capitalization of the Issuer; (f) propose other material changes in the Issuer's business or corporate structure; (g) propose changes in the Issuer's charter or bylaws or other actions which impede the acquisition of control of the issuer by any person; (h) propose a change in the trading markets for the Common Stock; (i) propose that the Common Stock become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and (j) take or propose actions similar to those enumerated above. 3 Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is amended and restated as follows: (a) As of the above date, the Reporting Person beneficially owns, 1,397,391 shares, or 4.7%, of the outstanding Common Stock, based on the 14,489,001 shares of Common Stock outstanding on May 11, 2009 according to Issuer's quarterly report on Form 10-Q for the quarter ended April 4, 2009, plus the 15,400,000 shares of Common Stock issued to Glenhill on August 3, 2009 according to the Form 8-K. (b) The Reporting Person holds the power to vote or to direct the vote and to dispose or to direct the disposition of all shares beneficially owned by it. (c) During the sixty days preceding the filing of this statement, the Reporting Party purchased (sold) the following shares of Common Stock in the open market: Date Number of Shares Per share price --------- ---------------- --------------- 6/29/2009 187 $0.74 6/30/2009 9,700 $0.70 6/30/2009 2,700 $0.70 7/1/2009 50,000 $0.70 7/1/2009 17,107 $0.70 7/2/2009 50,000 $0.70 7/2/2009 50,000 $0.70 7/2/2009 8,800 $0.70 7/2/2009 300 $0.69 7/2/2009 200 $0.70 7/2/2009 200 $0.64 7/2/2009 100 $0.69 7/6/2009 2,500 $0.75 7/7/2009 257,490 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/7/2009 2,500 $0.60 7/14/2009 5,000 $0.28 7/14/2009 5,000 $0.28 7/14/2009 4,794 $0.28 7/15/2009 84,260 $0.28 7/16/2009 5,000 $0.29 7/16/2009 946 $0.28 7/17/2009 14,754 $0.28 7/17/2009 5,000 $0.29 7/20/2009 500 $0.28 7/21/2009 57,750 $0.28 7/23/2009 4,187 $0.10 7/28/2009 (100) $0.12 7/29/2009 460,300 $0.10 4 (d) Not applicable. (e) As a result of the issuance by the Issuer of 15,400,000 shares of Common Stock to Glenhill on August 3, 2009, the Reporting Person ceased to be the beneficial owner of more than 5% of the Common Stock on August 3, 2009. 5 SIGNATURES 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. Dated: August 5, 2009 /s/ Charles M. Almond ----------------------------------------- Name: Charles M. Almond Title: Trustee for the Almond Family 2001 Trust 6 -----END PRIVACY-ENHANCED MESSAGE-----