0001013594-05-000167.txt : 20120628
0001013594-05-000167.hdr.sgml : 20120628
20050303144557
ACCESSION NUMBER: 0001013594-05-000167
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050303
DATE AS OF CHANGE: 20050303
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Interactive Brand Development Inc.
CENTRAL INDEX KEY: 0000842927
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 860519152
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-61329
FILM NUMBER: 05657488
BUSINESS ADDRESS:
STREET 1: 2200 SW 10TH STREET
STREET 2: -
CITY: DEERFIELD BEACH
STATE: FL
ZIP: 33442
BUSINESS PHONE: 954-363-4797
MAIL ADDRESS:
STREET 1: 2200 SW 10TH STREET
STREET 2: -
CITY: DEERFIELD BEACH
STATE: FL
ZIP: 33442
FORMER COMPANY:
FORMER CONFORMED NAME: CARE CONCEPTS I INC /FL/
DATE OF NAME CHANGE: 20030606
FORMER COMPANY:
FORMER CONFORMED NAME: CARE CONCEPTS INC /FL/
DATE OF NAME CHANGE: 20030606
FORMER COMPANY:
FORMER CONFORMED NAME: CARE CONCEPTS INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CMI II, LLC
CENTRAL INDEX KEY: 0001319507
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: C/O KLEINBERG, KAPLAN, WOLFF & COHEN
STREET 2: 551 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10176
BUSINESS PHONE: (212) 603-5700
MAIL ADDRESS:
STREET 1: C/O KLEINBERG, KAPLAN, WOLFF & COHEN
STREET 2: 551 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10176
SC 13G/A
1
interactive13ga-030205.txt
MARCH 2, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. 1)*
Interactive Brand Development, Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
141637 30
(CUSIP Number)
February 4, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule 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 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CMI II, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg Master Investments Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandell Asset Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas E. Sandell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,113,806
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,113,806
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,806
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of common stock of
Interactive Brand Development, Inc. (f/k/a Care Concepts I, Inc.) beneficially
owned by the Reporting Persons identified in Item 2(a) below as of February 28,
2005 and amends and restates the Schedule 13G filed by Sandell Asset Management
Corp. on October 12, 2004 (collectively, the "Schedule 13G"). This amendment is
being filed to reflect that the shares of Common Stock (as defined below)
beneficially owned by the Reporting Persons are now directly owned by CMI II,
LLC.
ITEM 1(a). NAME OF ISSUER:
Interactive Brand Development, Inc. (f/k/a Care Concepts I, Inc.)
("Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2200 SW 10th Avenue
Deerfield Beach, Florida 33443
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are: CMI II, LLC,
a Delaware limited liability company ("CMI II"), Castlerigg Master Investments
Ltd., a British Virgin Islands company ("Castlerigg Master Investments"),
Sandell Asset Management Corp., a British Virgin Islands company ("SAMC"),
Castlerigg International Limited, a British Virgin Islands company ("Castlerigg
International"), Castlerigg International Holdings Limited, a British Virgin
Islands company ("Castlerigg Holdings"), and Thomas E. Sandell, a citizen of
Sweden ("Sandell").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of CMI II is c/o Kleinberg, Kaplan, Wolff &
Cohen, 551 Fifth Avenue, New York, New York 10176.
The principal business address for each of Castlerigg Master Investments,
Castlerigg International and Castlerigg Holdings is c/o Citco Fund Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands, Antilles.
The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York 10019.
ITEM 2(c). CITIZENSHIP:
CMI II is a Delaware limited liability company.
Each of Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings and SAMC is a company formed under the laws of the British Virgin
Islands.
Sandell is a citizen of Sweden.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
141637 30
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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 Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(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.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(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:
The Reporting Persons beneficially own 2,113,806 shares of Common
Stock, which consists of: (i) 32,500 shares of the Issuer's 10% convertible
Series F Senior Preferred Stock ("Series F Preferred Stock") which is
convertible into 1,083,333 shares of Common Stock, (ii) warrants
("Warrants") exercisable for 363,806 shares of Common Stock, and (iii) the
option to acquire an additional 20,000 shares of Series F Preferred Stock
convertible into 666,667 shares of Common Stock. See below for further
information concerning the conversion.
The calculation of the conversion of the Series F Preferred Stock
above is based on a conversion price of $3.00 per share. However,
additional shares of Common Stock may be issued to the Reporting Persons
upon a conversion of Series F Preferred Stock based on the then market
price of the Common Stock in accordance with the terms of the Certificate
of Designations.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, as amended, the number of shares of Common Stock into which the
Reporting Persons' Series F Preferred Stock and Warrants are convertible or
exercisable, as applicable, are limited, pursuant to the terms of such
instruments, to that number of shares of Common Stock which would result in
the Reporting Persons having aggregate beneficial ownership of 9.99% of the
total issued and outstanding shares of Common Stock (the "Ownership
Limitation"). The Reporting Persons disclaim beneficial ownership of any
and all shares of Common Stock that would cause the Reporting Persons'
aggregate beneficial ownership to exceed the Ownership Limitation.
(b) Percent of Class:
The Reporting Persons beneficially own 2,113,806 shares of Common
Stock representing 6.7% of all the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of
Common Stock:
The Reporting Persons have the shared power to vote or
direct the vote of 2,113,806 shares of Common Stock
beneficially owned by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of
shares of Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of
shares of Common Stock:
The Reporting Persons have the shared power to dispose or
to direct the disposition of the 2,113,806 shares of
Common Stock beneficially owned by the Reporting Persons.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
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.
The shares of Common Stock beneficially owned by the Reporting Persons
are owned directly by CMI II. Castlerigg Master Investments is the managing
member of CMI II. Castlerigg Holdings is the controlling shareholder of
Castlerigg Master Investments and Castlerigg International is the
controlling shareholder of Castlerigg Holdings.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: March 3, 2005 CMI II, LLC
By: /s/Timothy O'Brien
--------------------
Name: Timothy O'Brien
Title: Authorized Signatory
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
/s/Thomas E. Sandell
--------------------
Thomas E. Sandell
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Interactive Brand Development, Inc. (f/k/a Care
Concepts I, Inc.) dated as of March 3, 2005 is, and any further amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: March 3, 2005 CMI II, LLC
By: /s/Timothy O'Brien
--------------------
Name: Timothy O'Brien
Title: Managing Member
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
as Investment Manager
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: /s/Thomas E. Sandell
--------------------
Name: Thomas E. Sandell
Title: Director
/s/Thomas E. Sandell
--------------------
Thomas E. Sandell
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
CMI II, LLC
Castlerigg Master Investments Ltd.
Sandell Asset Management Corp.
Castlerigg International Limited
Castlerigg International Holdings Limited
Thomas E. Sandell