-----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, BOe4TSbNEO0+YgFb+ltV97bO/wutdns3DoZtJQTRL6ilL7BwjQguHpvktcbiaJNX RVF0dQ07ZFhxGbX4BbOzBw== 0000874396-06-000007.txt : 20060206 0000874396-06-000007.hdr.sgml : 20060206 20060206120313 ACCESSION NUMBER: 0000874396-06-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS CRAIG CENTRAL INDEX KEY: 0000936783 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 5166836000 MAIL ADDRESS: STREET 1: C/O LIFETIME HOAN CORP STREET 2: ONE MERRICK AVE CITY: WESTBURY STATE: NY ZIP: 11590 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFETIME BRANDS, INC CENTRAL INDEX KEY: 0000874396 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 112682486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41820 FILM NUMBER: 06580448 BUSINESS ADDRESS: STREET 1: ONE MERRICK AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5166836000 MAIL ADDRESS: STREET 1: ONE MERRICK AVENUE STREET 2: ONE MERRICK AVENUE CITY: WESTBURY STATE: NY ZIP: 11590-6601 FORMER COMPANY: FORMER CONFORMED NAME: LIFETIME HOAN CORP DATE OF NAME CHANGE: 19930328 SC 13G/A 1 phillips13ga.txt PHILLIPS 13GA 2005 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . . . . . . 11 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (12-02) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* LIFETIME BRANDS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 531926103 (CUSIP Number) November 23, 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-l(b) [ X ] Rule 13d-l(c) [ ] Rule 13d-l(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 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. 531926103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Craig Phillips 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of 5. Sole Voting Power: 820,842 Shares Bene- ficially by 6. Shared Voting Power: -0- Owned by Each Reporting 7. Sole Dispositive Power: 820,842 Person With: 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 820,842 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.4 % (1) 12. Type of Reporting Person: IN (1) Based on 12,918,645 shares of Common Stock outstanding as of November 23, 2005 (including 233,000 shares issued pursuant to the exercise of an over-allotment option), as disclosed in the prospectus filed pursuant to rule 424b1 with the Securities and Exchange Commission on November 21, 2005. Item 1. (a) Name of Issuer Lifetime Brands, Inc. (b) Address of Issuer's Principal Executive Offices One Merrick Avenue Westbury, New York 11590 Item 2. (a) Name of Person Filing Craig Phillips (b) Address of Principal Business Office or, if none, Residence Lifetime Brands, Inc., One Merrick Avenue, Westbury, New York 11590. (c) Citizenship United States (d) Title of Class of Securities Common Stock, par value $0.01 per share. (e) CUSIP Number 531926103 Item 3. If this statement is filed pursuant to 240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (I5 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). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (I 5 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- l(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-l(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-l(b)(1)(ii)(G); (h) [ ] A savings associations 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 240.13d-l(b)(1)(ii)(J) Not Applicable Item 4. Ownership. The following sets forth in tabular format the share ownership of the Reporting Persons: 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: 820,842 * Consists of (i) 748,614 shares owned directly by Craig Phillips, (ii) 28,278 shares held by an irrevocable trust for the benefit of Craig Phillips and (iii) 43,950 shares issuable upon the exercise of options which are exercisable within 60 days. (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 820,842 shares (ii) Shared power to vote or to direct the vote: Not Applicable (iii) Sole power to dispose or to direct the disposition of : 820,842 shares (iv) Shared power to dispose or to direct the disposition of: Not Applicable 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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 Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to file best of my 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 6, 2006 Date /s/ Craig Phillips Craig Phillips -----END PRIVACY-ENHANCED MESSAGE-----