sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
57th Street General Acquisition Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
(CUSIP Number)
Jason
Bauer
President
110 West 40th Street, Suite 2100
New York, New York 10018
(212) 221-7105
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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):
01-0757659
Bauer Holdings Inc. (f/k/a Crumbs, Inc.)
|
|
|
|
|
|
|
2 | |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
OO(1) |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
New York
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
1,901,249(1)(2) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
1,901,249(1)(2) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: |
|
|
|
1,901,249(1)(2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): |
|
|
|
29.7% (1)(2)(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
|
|
|
CO |
(1) Pursuant to the consummation of the Business Combination Agreement, dated as of January 9,
2011, as amended (the Business Combination Agreement), by
and among 57th Street General Acquisition Corp. (the Issuer),
57th Street Merger Sub LLC, a wholly-owned subsidiary of the Issuer
(the Merger Sub), Crumbs Holdings LLC (Crumbs), the Members
(as defined therein) and the Member Representatives (as defined therein), pursuant to which Crumbs merged with and into Merger Sub,
with Crumbs surviving the merger as a non-wholly owned subsidiary of
the Issuer, Bauer Holdings Inc. (f/k/a Crumbs, Inc.) (Bauer Holdings) received
1,901,249 newly issued New Crumbs Class B Exchangeable Units of
Crumbs (a non-wholly owned subsidiary of the Issuer) (Class B Units) and 190,124.9
shares of the Issuers Series A Voting Preferred Stock, par value
$.0001 (Preferred Stock). The 1,901,249 Class B Units and 190,124.9
shares of Preferred Stock combined will, subject to certain preferential rights, approximate the voting, economic and other rights Bauer
Holdings would have, were it to hold 1,901,249 shares of the Issuers common stock (i.e. the right to initially vote 10 votes per share of
Preferred Stock (subject to certain changes) in all matters for which the holders of common stock are entitled to vote).
(2) Assumes an exchange of 1,901,249 Class B Units of Crumbs for 1,901,249 shares of the Issuers common stock and the redemption of 190,124.9 shares of Preferred Stock of the Issuer.
(3) Based on 4,494,491 shares of Issuer common stock outstanding.
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Jason Bauer |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
OO (1) |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
1,901,249 (1)(2)(3) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
1,901,249 (1)(2)(3) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: |
|
|
|
1,901,249 (1)(2)(3) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): |
|
|
|
29.7%(1)(2)(3)(4) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
|
|
|
IN |
(1)
Pursuant to the consummation of the Business Combination Agreement, dated as of January 9, 2011,
as amended (the Business Combination Agreement), by and among 57th Street General Acquisition Corp. (the Issuer), 57th Street Merger Sub LLC, a wholly-owned subsidiary of the Issuer (the Merger Sub), Crumbs Holdings LLC (Crumbs), the Members (as defined therein) and the Member Representatives (as defined therein), pursuant to which Crumbs merged with and
into Merger Sub, with Crumbs surviving the merger as a non-wholly owned subsidiary of the Issuer,
Bauer Holdings Inc. (f/k/a Crumbs, Inc.) (Bauer
Holdings) received 1,901,249 newly issued New Crumbs Class B Exchangeable Units of Crumbs (a non-wholly owned subsidiary of the Issuer) (Class B Units) and 190,124.9 shares of the Issuers Series A Voting Preferred Stock, par value $.0001 (Preferred Stock). The 1,901,249 Class B Units and 190,124.9 shares of Preferred Stock
combined will, subject to certain preferential rights, approximate the voting, economic and other rights Bauer Holdings would have, were it to
hold 1,901,249 shares of the Issuers common stock (i.e. the right to initially vote 10 votes per share of Preferred Stock (subject to certain changes) in all matters for which the holders of common stock are entitled to vote).
(2) Assumes an exchange of 1,901,249 Class B Units of Crumbs for 1,901,249 shares of the Issuers common stock and the redemption of 190,124.9 shares of Preferred Stock of the Issuer.
(3) Securities are
owned directly by Bauer Holdings of which Jason Bauer is the President, director and a one-third owner. Jason Bauer may be deemed an indirect beneficial owner of the reported securities. Jason Bauer disclaims beneficial ownership of the reported securities held by Bauer Holdings, and this disclosure shall not be deemed an admission that Jason Bauer is the beneficial owner of such securities for purposes of Section 13(d) or any other purpose.
(4) Based on 4,494,491 shares of Issuer common stock outstanding.
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Mia Bauer |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
OO (1) |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
1,901,249 (1)(2)(3) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
1,901,249 (1)(2)(3) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: |
|
|
|
1,901,249 (1)(2)(3) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): |
|
|
|
29.7% (1)(2)(3)(4) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
|
|
|
IN |
(1) Pursuant to the consummation
of the Business Combination Agreement, dated as of January 9, 2011, as amended (the Business
Combination Agreement), by and among 57th Street General Acquisition Corp. (the Issuer),
57th Street Merger Sub LLC, a wholly-owned subsidiary of the Issuer (the Merger Sub) and
Crumbs Holdings LLC (Crumbs), the Members (as defined therein) and the Member Representatives
(as defined therein), pursuant to which Crumbs merged with and into Merger Sub, with Crumbs surviving the merger as a non-wholly owned subsidiary of the Issuer,
Bauer Holdings Inc. (f/k/a Crumbs, Inc.) (Bauer Holdings) received 1,901,249 newly issued
New Crumbs Class B Exchangeable Units of Crumbs (a non-wholly owned subsidiary of the Issuer)
(Class B Units) and 190,124.9 shares of the Issuers Series A Voting Preferred Stock, par
value $.0001 (Preferred Stock). The 1,901,249 Class B Units and 190,124.9 shares of Preferred
Stock combined will, subject to certain preferential rights, approximate the voting, economic and other rights Bauer Holdings would have,
were it to hold 1,901,249 shares of the Issuers common stock (i.e. the right to initially vote 10
votes per share of Preferred Stock (subject to certain changes) in all matters for which the holders of common stock are entitled to vote).
(2) Assumes an exchange of 1,901,249 Class B Units of Crumbs for 1,901,249 shares of the Issuers common stock and the redemption of 190,124.9 shares of Preferred Stock of the Issuer.
(3) Securities are owned directly by Bauer Holdings of which Mia Bauer is a director and a one-third owner. Mia Bauer may be deemed an indirect beneficial owner of the reported securities. Mia Bauer disclaims beneficial owership of the reported securities held by Bauer Holdings, and this disclosure shall not be deemed an admission that Mia Bauer is the beneficial owner of such securities for purposes of Section 13(d) or any other purpose.
(4) Based on 4,494,491 shares of Issuer common stock outstanding.
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Victor Bauer |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
OO (1) |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
1,901,249(1)(2)(3) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
1,901,249(1)(2)(3) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: |
|
|
|
1,901,249(1)(2)(3) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): |
|
|
|
29.7%(1)(2)(3)(4) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
|
|
|
IN |
(1) Pursuant to the
consummation of the Business Combination Agreement, dated as of January
9, 2011, as amended (the Business Combination Agreement),
by and among 57th Street General Acquisition Corp. (the Issuer), 57th Street Merger Sub LLC, a wholly-owned subsidiary of the Issuer (the Merger Sub) and Crumbs Holdings LLC (Crumbs), the Members (as defined therein) and the Member Representatives (as defined therein), pursuant to which Crumbs merged with and into Merger Sub, with Crumbs surviving the merger as a
non-wholly owned subsidiary of the Issuer, Bauer Holdings Inc. (f/k/a Crumbs, Inc.) (Bauer
Holdings) received 1,901,249 newly issued New Crumbs Class B Exchangeable Units of Crumbs
(a non-wholly owned subsidiary of the Issuer) (Class B Units) and 190,124.9 shares of the Issuers Series A Voting Preferred Stock, par value $.0001 (Preferred Stock). The 1,901,249 Class B Units and 190,124.9 shares of Preferred Stock combined will, subject to certain preferential rights, approximate the voting,
economic and other rights Bauer Holdings would have, were it to hold 1,901,249 shares of the Issuers common stock (i.e. the right to initially vote 10 votes per share of Preferred Stock (subject to certain changes) in all matters for which the holders of common stock are entitled to vote).
(2) Assumes an exchange of 1,901,249 Class B Units of Crumbs for 1,901,249 shares of the Issuers common stock and the redemption of 190,124.9 shares of Preferred Stock of the Issuer.
(3) Securities are owned directly by Bauer Holdings of which Victor Bauer is a director and a one-third owner. Victor Bauer may be deemed an indirect beneficial owner of the reported securities. Victor Bauer disclaims beneficial ownership of the reported securities held by Bauer Holdings, and this disclosure shall not be deemed an admission that Victor Bauer is the beneficial owner of such securities for purposes of Section 13(d) or any other purpose.
(4) Based on 4,494,491 shares of Issuer common stock outstanding.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the Common Shares) of 57th Street
General Acquisition Corp. (the Issuer). The address of the principal executive offices of the
Issuer is 110 West 40th Street, Suite 2100, New York, New York 10018.
Item 2. Identity and Background
Bauer Holdings Inc. (f/k/a Crumbs, Inc.) (Bauer Holdings) is a New York corporation and its
principal offices are located at 110 West 40th Street, Suite 2100, New York, New York
10018. The principal business of Bauer Holdings is holding interests in the Issuer and Crumbs
Holdings LLC (Crumbs). Current information concerning the identity and background of the
directors and officers of Bauer Holdings is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
Jason Bauer (Mr. J. Bauer) is a United States citizen. His address is 110 West 40th
Street, Suite 2100, New York, New York 10018. Mr. J. Bauer is the Chief Executive Officer,
President and a director of the Issuer. Mr. J. Bauer is also Chief Executive Officer and President
and is on the Board of Managers of Crumbs. Mr. J. Bauer is also a director and one-third owner of
Bauer Holdings.
Mia Bauer (Ms. Bauer) is a United States citizen. Her address is 110 West 40th
Street, Suite 2100, New York, New York 10018. Ms. Bauer is the Vice President and Chief Creative
Officer of the Issuer and Crumbs and a director and one-third owner of Bauer Holdings.
Victor Bauer (Mr. V. Bauer, and together with Bauer Holdings, Mr. J. Bauer and Ms. Bauer, the
Reporting Persons) is a United States citizen. His address is 110 West 40th Street,
Suite 2100, New York, New York 10018. Mr. V. Bauer is the President and Chief Executive Officer of
Bauer Group of New York, Inc., a real estate brokerage company. Mr. V. Bauer is also a director
and one-third owner of Bauer Holdings.
During the past five years, none of the Reporting Persons and, to the best of the Reporting
Persons knowledge, no other person identified in response to this Item 2 or on Annex A has been (a) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding it, he or she has
been 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.
This Schedule 13D is being jointly filed by the Reporting Persons pursuant to Rule 13d-1(k)(1)
promulgated by the Securities and Exchange Commission (SEC) pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the Exchange Act). The Reporting Persons have
entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached as
an exhibit hereto, pursuant to which the Reporting Persons have agreed to file the statement and
any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the
Exchange Act.
Item 3. Source and Amount of Funds or Other Consideration
On May 5, 2011, the Issuer consummated the transaction contemplated by the Business Combination
Agreement, dated as of January 9, 2011, as amended (the Business Combination Agreement), by and
among the Issuer, 57th Street Merger Sub LLC, a wholly-owned subsidiary of the Issuer (the Merger
Sub), Crumbs, the Members (as defined therein) and the Member Representatives (as defined
therein) (see the Issuers Forms 8-K filed with the SEC on January 10, 2011, February 22, 2011, March 18,
2011, and April 7, 2011 for a description of the Business Combination Agreement and the complete
text of the Business Combination Agreement.). Pursuant to the Business Combination Agreement, Crumbs merged with and into Merger Sub,
with Crumbs surviving the merger as a non-wholly owned subsidiary of
the Issuer (the Merger). Additionally, pursuant to the Business Combination Agreement, the Members designated the entire
board of directors (seven board members) and the officers of the Issuer as of the closing of the
Merger (the Closing).
At the Closing, Bauer Holdings received the following consideration
in exchange for its Old Crumbs Units (as defined in the Business Combination Agreement):
|
|
1,901,249 newly issued New Crumbs Class B Exchangeable Units (the Class B Units) (316,875
Class B Units were placed in escrow as claims shares to satisfy certain indemnification obligations
pursuant to the Business Combination Agreement and will remain in escrow until one (1) month after
the audited financial statements of the Issuer for fiscal year 2011 is completed, but can be voted
by Bauer Holdings during such escrow period), which shall be immediately exchangeable for 1,901,249
Common Shares (subject to certain changes) at the request from time to time of Bauer |
|
|
Holdings pursuant to the terms of an Exchange and Support Agreement described below; and |
|
|
190,124.9 shares of Series A Voting Preferred Stock of the Issuer, par value $0.0001 per
share (the Preferred Stock) (31,687.5 shares of such Preferred Stock were placed in escrow as
claims shares to satisfy the indemnification obligations pursuant to the Business Combination
Agreement and will remain in escrow until one (1) month after the audited financial statements of
the Issuer for fiscal year 2011 are completed, but can be voted by Bauer Holdings during such
escrow period), which shall among other things entitle the holders of such shares of Preferred
Stock the right to initially vote 10 votes per share (subject to certain changes) in all matters
for which the holders of Common Shares are entitled to vote and provide the holders of such
Preferred Stock, voting as a class, to certain special voting rights including the right to appoint
a majority of the Issuers board of directors during the Earn-out Period as further described
below. Shares of the Preferred Stock will be proportionately redeemed upon exchange of shares of
Class B Units (e.g. the number of shares of Preferred Stock redeemed shall, subject to equitable
adjustment, equal the number of Class B Units exchanged divided by 10). |
The 1,901,249 Class B Units and 190,124.9 shares of Preferred Stock (together referred to herein as
the Equity Consideration) combined will, subject to certain preferential rights, approximate the
voting, economic and other rights Bauer Holdings would have, were it to hold 1,901,249 Common
Shares. As of the date of this filing, assuming there are 4,494,491 Common Shares outstanding and
449,449.1 shares of Preferred Stock outstanding, Bauer Holdings has the power to vote approximately
21.0% of the Common Shares.
Additionally, Mr. J. Bauer and Ms. Bauer received $6.5 million in exchange for their Old Crumbs
Units at Closing and Mr. V. Bauer received $3.2 million for his Old Crumbs Units at Closing.
Bauer Holdings, Mr. J. Bauer, Ms. Bauer and Mr. V. Bauer will be entitled to receive additional
consideration in exchange for their Old Crumbs Units in the event the Common Shares achieve trading
prices of $15, $17.50 and/or $20 per share and/or the Issuer achieves Adjusted EBITDA (as defined
in the Business Combination Agreement) of $17,500,000, $25,000,000, and/or $30,000,000 at
particular points during the period beginning after the Closing and ending on December 31, 2015
(such period referred to as the Earnout Period) or upon the occurrence of certain acceleration
events:
Bauer Holdings will be entitled to receive:
|
|
Up to 1,248,756 additional Class B Units; and |
|
|
|
Up to 124,875.6 additional shares of Preferred Stock. |
The additional 1,248,756 Class B Units and 124,875.6 shares of Preferred Stock combined will,
subject to certain preferential rights, approximate the voting, economic and other rights Bauer
Holdings would have, were it to hold 1,248,756 Common Shares.
Mr. J. Bauer will be entitled to receive:
|
|
Up to 298,755 additional Class B Units; and |
|
|
|
Up to 29,875.5 additional shares of Preferred Stock. |
The additional 298,755 Class B Units and 29,875.5 shares of Preferred Stock combined will, subject
to certain preferential rights, approximate the voting, economic and other rights Mr. J. Bauer
would have, were he to hold 298,755 Common Shares.
Ms. Bauer will be entitled to receive:
|
|
Up to 298,755 additional Class B Units; and |
|
|
|
Up to 29,875.5 additional shares of Preferred Stock. |
The additional 298,755 Class B Units and 29,875.5 shares of Preferred Stock combined will, subject
to certain preferential rights, approximate the voting, economic and other rights Ms. Bauer would
have, were she to hold 298,755 Common Shares.
Mr. V. Bauer will be entitled to receive:
|
|
Up to 298,734 additional Class B Units; and |
|
|
|
Up to 29,873.4 additional shares of Preferred Stock. |
The additional 298,734 Class B Units and 29,873.4 shares of Preferred Stock combined will, subject
to certain preferential rights, approximate the voting, economic and other rights Mr. V. Bauer
would have, were he to hold 298,734 Common Shares.
Item 4. Purpose of Transaction
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
Bauer Holdings acquired the Common Shares as a result of the consummation of the Merger under the
Business Combination Agreement. Bauer Holdings entered into the Business Combination Agreement for
the purposes of, among others, obtaining access to additional capital to fund the growth of the
businesses formerly owned by Bauer Holdings and acquired by the Issuer and to obtain liquidity for
its investment in Crumbs.
Pursuant to the Business Combination Agreement, following consummation of the Merger, the Issuer
intends to seek stockholder approval of amendment of its Certificate of Incorporation to change its
name to Crumbs Bake Shop. Additionally, the Issuer has applied to list its securities on the
NASDAQ Capital Market (although there is no assurance that such securities will be so listed).
The Reporting Persons continuously assess the Issuers business, financial condition, results of
operations and prospects, general economic conditions, other developments and additional investment
opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares
of Common Stock or may determine to purchase, sell or otherwise dispose of all or some of the
shares of Common Stock of the Issuer in the open market, in privately negotiated transactions or
otherwise. Such actions will depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices, the financial condition, results of operations and
prospects of the Issuer, alternative investment opportunities, general economic, financial market
and industry conditions and other factors that the Reporting Persons may deem material to its
investment decision.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this
time that relate to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are
incorporated herein by reference. Such information is based on 4,494,491 Common Shares
outstanding. As of the date of this filing, assuming there are 4,494,491 Common Shares outstanding
and 449,449.1 shares of Preferred Stock outstanding, Bauer Holdings has the power to vote
approximately 21.0% of the Common Shares.
(c) Except as set forth herein, there have been no other transactions in the class of
securities reported on that were effected within the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities
of the Issuer
The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by
reference.
The following agreements were entered into in connection with the Merger:
Member Lock-Up Agreements
In connection with the Business Combination Agreement, Bauer Holdings executed a Member
Lock-Up Agreement such that all Equity Consideration (or any securities exchangeable for such
Equity Consideration) owned by Bauer Holdings, with respect to the portion of such Equity
Consideration, is subject to the following restrictions: (i) one third (1/3) of any such Equity
Consideration (or any securities exchangeable for such Equity Consideration) shall not be
transferable until one (1) year following May 5, 2011 (the Closing Date) (such amount being
deemed attributable to Mr. V. Bauer solely for the purposes of the lock-up agreement and not for
the purpose of determining beneficial ownership under the federal securities laws), and (ii) two
thirds (2/3) of such Equity Consideration (or any securities exchangeable for such Equity
Consideration) will not be transferable until after January 1, 2013 (such amount being deemed
attributable to Mr. J. Bauer and/or Ms. Bauer solely for the purposes of the lock-up agreement and
not for the purpose of determining beneficial ownership under the federal securities laws), in each
case subject to certain exceptions.
In addition, Mr. V. Bauer will be subject to transfer restrictions until one (1) year after the
Closing Date with respect to any Equity Consideration (or any securities exchangeable for such
Equity Consideration) directly or deemed to be beneficially owned by him (solely for the purposes
of the lock-up agreement and not for the purpose of determining beneficial ownership under the
federal securities laws), including any such securities transferred to him by Bauer Holdings.
Further, each of Ms. Bauer and Mr. J. Bauer will be subject to transfer restrictions until January
1, 2013, with respect to any Equity Consideration (or any securities exchangeable for such Equity
Consideration) directly or deemed to be beneficially owned by each of them (solely for the purposes
of this lock-up agreement and not for the purpose of determining beneficial ownership under the
federal securities laws), including any such securities transferred to them by Bauer Holdings or
Mr. V. Bauer.
This summary of the Member Lock-Up Agreements in this Schedule 13D does not purport to be complete
and is qualified in its entirety by reference to the Member Lock-Up Agreement, which was filed as
Exhibit 10.2 to the Issuers Current Report on Form 8-K filed with the SEC on May 11, 2011, and is
incorporated herein by reference.
Registration Rights Agreement
On May 5, 2011, the Issuer entered into a Registration Rights Agreement with EHL Holdings,
Crumbs, Inc., Jason Bauer, Mia Bauer, Victor Bauer and John D. Ireland (collectively, the Crumbs
Members), 57th Street GAC Holdings, LLC, Morgan Joseph & Co. Inc. acting as representative for
underwriter holders and certain service providers. The Registration Rights Agreement provides
certain registration rights for any Common Shares issued or issuable upon the exchange of the Class
B Units, subject to certain limitations and to transfer restrictions. The Crumbs Members may submit
to the Issuer a written request (a Demand Notice) on up to four occasions that it effect a
registration under the Securities Act of 1933 (the Securities Act) of all of or any portion of
the Class B Units held by the Crumbs Members. Such requests for registration are allocated to the
Reporting Persons as set forth in the Registration Rights Agreement. A Demand Notice in respect of
a demand registration may not be delivered prior to the date that is six-months following the
effective time of the Merger and the proposed effective date of such registration shall be at least
three months from the date of such delivery, unless the Issuer permits a shorter notice period.
Under certain circumstances, an additional demand may be made on October 1, 2012, and the proposed
effective date of such registration shall be at least three months from the date of such delivery,
unless the Issuer permits a shorter notice period. In addition, the Registration Rights Agreement
provides for certain shelf registration rights beginning on the first anniversary of the effective
time of the Merger provided, an aggregate price to the public of at least $1,000,000. In addition,
the Registration Rights Agreement provides for unlimited piggyback registration rights on
registration statements.
The registration rights granted in the Registration Rights Agreement are subject to customary
indemnification and contribution provisions, as well as customary restrictions such as minimums,
blackout periods and, if a registration is for an underwritten offering, limitations on the number
of shares to be included in the underwritten offering may be imposed by the managing underwriter.
The Issuer will bear the expenses incurred in connection with the filing of any such registration
statements, other than underwriting discounts and commissions attributable to the securities being
sold by the holders.
This summary of the Registration Rights Agreement in this Schedule 13D does not purport to be
complete and is qualified in its entirety by reference to the Registration Rights Agreement, which
was filed as Exhibit 10.24 to the Issuers Current Report on Form 8-K filed with the SEC on May 11,
2011, and is incorporated herein by reference.
Exchange and Support Agreement
On May 5, 2011, the Issuer, Crumbs and the Crumbs Members entered into an Exchange and Support
Agreement (the Exchange Agreement). The Exchange Agreement sets forth the conditions and
procedures with respect to Crumbs Members right to exchange their Class B Units for Common Shares.
This Exchange Agreement provides that a Crumbs Member may exchange such members Class B Units by
providing a revocable notice to Crumbs and complying with the exchange procedures and requirements
set forth in the Exchange Agreement. Class B Units shall be initially exchangeable for Common
Shares on a one-for-one basis, subject to adjustment for certain organic dilution events and other
Fundamental Transactions (as defined below). Contemporaneous with the completion of an exchange of
Class B Units, the Issuer will automatically redeem a number of shares of Preferred Stock equal to
the number of Class B Units being exchanged for divided by the Preferred Stock Voting Multiple,
which is initially 10. Upon delivery of such Common Shares to the Crumbs Member (or its designee),
Crumbs will cancel such Class B Units exchanged and issue to the Issuer New Crumbs Class A Voting
Units (Class A Units) equal to the number of Class B Units that have been canceled.
The Exchange Agreement also provides certain limitations/restrictions on the Issuer with respect to
(i) acquiring any business, material assets or securities, (ii) owning any assets or securities
(other than Crumbs securities) or operating any
business (other than the holding of Crumbs securities, acting as an issuer of publicly traded
securities or activities incidental thereto), or (iii) issuing shares of Preferred Stock of the
same class as held by the Crumbs Members to any person other than the Crumbs Members or pursuant to
the Business Combination Agreement.
In the event the Issuer undertakes any stock split, stock dividend or distribution, subdivision of
shares, reverse stock split, stock combination, or reclassification of Common Shares, then the
Exchange Agreement requires the number of shares of Preferred Stock held by any Crumbs Member, the
number of Class B Units held by any Crumbs Members, and the number of Class A Units held by the
Issuer shall all be adjusted in the same amount (in percentage terms) as the Common Shares. In the
event the Issuer issues any Common Shares (other than pursuant to the Exchange Agreement), the
Exchange Agreement, subject to certain exceptions, requires the Issuer to contribute the proceeds
of such issuance, exercise or conversion to Crumbs in exchange for a number of Class A Units equal
to the number of shares of Common Shares so issued. Moreover, the Exchange Agreement, subject to
certain exceptions, requires the Issuer to contribute, lend or otherwise make available the
proceeds of such issuance to Crumbs. Further, in the event of any merger, acquisition,
reorganization, consolidation, or liquidation of the Issuer involving a payment or distribution of
cash, securities or other assets to the holders of Common Shares or any reclassification or other
similar transaction as a result of which the Common Shares are converted into, among other things,
another security (collectively, a Fundamental Transaction), the Class B Units shall remain
outstanding and the provisions of the Exchange Agreement permit the exchange of Class B Units for
the amount of such cash, securities or other assets which an exchanging Crumbs Member would have
received had such member made an exchange for Common Shares immediately prior to such Fundamental
Transaction, regardless of whether such exchange would actually have been permitted at such time.
This summary of the Exchange Agreement in this Schedule 13D does not purport to be complete and is
qualified in its entirety by reference to the Exchange Agreement, which was filed as Exhibit 10.20
to the Issuers Current Report on Form 8-K filed with the SEC on May 11, 2011, and is incorporated
herein by reference.
Third Amended & Restated LLC Agreement
On the Closing Date, the Issuer was a holding company and its sole material asset was a controlling
interest in Crumbs. On the Closing Date, the Issuer, Crumbs and the Crumbs Members entered into the
Third Amended & Restated LLC Agreement of Crumbs Holdings LLC (the Restated LLC Agreement) to
govern the management and business of Crumbs. The Restated LLC Agreement provides for two classes
of interests which are Class A Units and Class B Units. These two classes of interests have
equivalent economic value, unless otherwise specified in the Restated LLC Agreement.
Under the terms of the Restated LLC Agreement, holders of Class A Units possess all voting
rights in Crumbs on ordinary matters. A two thirds vote of the Class A Units voting as a class is
required prior to Crumbs taking or permitting any of the following actions:
|
|
any issuance of additional Class A Units or Class B Units other than as required pursuant
to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; |
|
|
|
the establishment and/or issuance of new classes of units, other equity securities in the
Issuer or other Issuer securities, other than certain issuances required pursuant to the Restated
LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; |
|
|
|
the dissolution, liquidation or winding up of Crumbs or the commencement of a voluntary
proceeding seeking reorganization or other similar relief; |
|
|
|
a reincorporation, merger, consolidation, conversion or sale of all or substantially all
the assets of Crumbs or similar action (other than where the successor remains an affiliate of the
Issuer and the holders of Class A Units are not adversely affected as a class and receive equity
securities in the successor substantially identical in their rights as the Class A Units); |
|
|
|
the withdrawal or resignation of a Crumbs Member other than pursuant to a permitted
transfer; and |
|
|
|
the amendment, supplement, waiver or modification of the Restated LLC Agreement or Crumbs
certificate of formation in a manner that disproportionately and adversely impacts the Class A
Units. |
Under the terms of the Restated LLC Agreement, the voting rights of the Class B Units are limited
to the matters described below and those matters required by Delaware law. A two thirds vote of the
Class B Units voting as a class shall be required prior to Crumbs taking or permitting any of the
following actions:
|
|
any issuance of additional Class A Units or Class B Units other than as required pursuant
to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; |
|
|
|
the establishment and/or issuance of new classes of units, other equity securities in
Crumbs or other Crumbs securities, other than certain issuances required pursuant to the Restated
LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; |
|
|
the dissolution, liquidation or winding up of Crumbs or the commencement of a voluntary
proceeding seeking reorganization or other similar relief; |
|
|
|
a reincorporation, merger, consolidation, conversion or sale of all or substantially all
the assets of Crumbs or similar action (other than where the successor remains an affiliate of the
Issuer and the holders of Class B Units are not adversely affected as a class and receive equity
securities in the successor substantially identical in their rights as the Class B Units); |
|
|
|
the withdrawal or resignation of a Crumbs Member other than pursuant to a permitted
transfer; |
|
|
|
the amendment, supplement, waiver or modification of the Restated LLC Agreement or Crumbs
certificate of formation in a manner that disproportionately and adversely impacts the Class B
Units; and |
|
|
|
the direct transfer or pledge of units, equity securities or other membership interests in
Crumbs by Issuer, subject to certain exceptions described above. |
The Restated LLC Agreement permits the board of managers of Crumbs to authorize cash distributions
solely to the Issuer without pro rata distributions to the other Crumbs Members in amounts required
for the Issuer to pay certain expenses related to its existence as the public holding company of
Crumbs; provided, however, that the amount of any such distributions be reduced, to the extent
practicable, by the amount of unused cash remaining from any prior such distributions, including
any interest earned thereon, and no excess cash that results from such distributions may be used by
the Issuer to make a distribution to its equity holders other than amounts related to certain
purchases or redemptions of its equity securities pursuant to the Exchange Agreement.
The Restated LLC Agreement requires the Issuer to maintain a reserve consisting of all cash and
cash equivalents received with respect to tax distributions that are not used for its operating
expenses and requires the Issuer to keep Crumbs reasonably apprised of the amount of such reserves.
The Restated LLC Agreement further provides that, in the event of any merger, acquisition,
reorganization, consolidation of Crumbs in which the Issuer is a party, involving a payment or
distribution of cash, securities or other assets to any member of Crumbs, the consideration
received by Crumbs or by any direct or indirect holders of equity interests in Crumbs (including
the Issuer) in such transaction, net of bona fide expenses of Crumbs, be distributed pro rata with
respect to the number of Class A Units and Class B Units at the time of such distribution.
Withholding and other taxes paid or payable by Crumbs in respect of the income of or distributions
to a member of Crumbs be repaid to Crumbs by such member, or Crumbs may offset amounts otherwise
due to such member by the amount of such withholding taxes paid.
Under the Restated LLC Agreement, the Issuer has the right to appoint Crumbs board of managers,
which are the same persons who comprised the Issuers board of directors after the Closing. The
Chief Executive Officer of Crumbs is the same as the Chief Executive Officer of the Issuer and the
other officers of Crumbs are appointed by the CEO of Crumbs.
The Restated LLC Agreement contains certain exculpation and indemnification provisions. Neither the
board members of Crumbs nor any officer shall have any liability to Crumbs or any Crumbs Member for
any actions taken or omitted to be taken with respect to Crumbs, including a breach of fiduciary duty,
by such board member or officer, as applicable, subject to certain limitations.
The Restated LLC Agreement also sets forth that the Restated LLC Agreement may not be amended
without the consent of the holders of Class A Units and Class B Units voting as a single class (it
is intended that the threshold for such consent is a two thirds of such units). However, any
amendment which disproportionately and adversely impacts any member of Crumbs must be approved by
such member and any amendment which disproportionately and adversely impacts any class of interests
must be approved by the holders of such class of interests (it is intended that the threshold for
such approval is two thirds).
The Issuer will consolidate the financial results of Crumbs and its subsidiaries, and the ownership
interest of the Crumbs Members in Crumbs will be reflected as a non-controlling interest in the
Issuers consolidated financial statements.
This summary of the Restated LLC Agreement in this Schedule 13D does not purport to be complete and
is qualified in its entirety by reference to the Restated LLC Agreement, which was filed as Exhibit
10.1 to the Issuers Current Report on Form 8-K filed with the SEC on May 11, 2011, and is
incorporated herein by reference.
Escrow Agreement
On May 5, 2011, the Issuer, Crumbs, the Crumbs Members, and Continental Stock Transfer & Trust
Company entered into an Escrow Agreement (the Escrow Agreement). Under the terms of the Escrow
Agreement, certain securities issued pursuant to the Merger were placed into escrow to secure
certain indemnification obligations of the Issuer and the Crumbs Members under the Business
Combination Agreement, including 31,687.5 shares of Preferred Stock and 316,875 Class B Units
issued to Bauer Holdings (the Escrow Shares). Under the terms of the Escrow Agreement, no sale,
transfer or other disposition may be made of the Escrow Shares, except as permitted under the
Business Combination Agreement. Also, under the terms of the Escrow Agreement, Bauer Holdings
retains title to the Escrow Shares, remains the holder of record of the Escrow Shares, retains the
right to receive all dividends or distributions with respect to the Escrow Shares, and retains the right to vote the Escrow Shares.
This summary of the Escrow Agreement in this Schedule 13D does not purport to be complete and is
qualified in its entirety by reference to the Escrow Agreement, which is filed as Exhibit 10.3.
Employment Agreements
Mr. J. Bauer is employed as the Chief Executive Officer of the Issuer commencing on the Closing
Date and ending on December 31, 2015, unless sooner terminated pursuant to the provisions of his
employment agreement, provided that the term will be automatically extended for successive
one-year periods. Mr. J. Bauers compensation includes an initial annual base salary of $700,000
and participation in the Issuers performance based bonus program as may be established by the
Issuer. Mr. J. Bauer also is entitled to the use of a luxury automobile of his choosing with a
monthly lease value not to exceed $1,300 during the term of the agreement. Subject to the execution
and non-revocation of a release, Mr. J. Bauer will be entitled to a severance payment equal to 18
months of his then current annual base salary and payment of his COBRA premiums for 18 months in
the event Mr. J. Bauer is terminated by the Issuer without cause (as defined in Mr. J. Bauers
employment agreement) or Mr. J. Bauer terminates for good reason (as defined in Mr. J. Bauers
employment agreement). The agreement includes a provision whereby Mr. J. Bauer may not, subject to
certain exceptions, compete with the business of the Issuer or solicit any of the Issuers
employees, vendors or business partners during the term of the agreement and for a period of 18
months after the termination of his employment (or 12 months if termination is due to non-renewal
of the agreement). The agreement also includes provisions whereby Mr. J. Bauer is obligated,
subject to certain exceptions, to keep the Issuers proprietary and confidential information
secret. The agreement provides that the Issuer will indemnify Mr. J. Bauer from and against any
loss or action arising out of the discharging of his duties under the agreement unless due to his
bad faith or willful misconduct.
The terms of Ms. Bauers employment agreement are substantially similar to Mr. J. Bauers agreement
except that (i) she will be employed as the Chief Creative Officer of the Issuer commencing on the
Closing Date and ending December 31, 2013 unless sooner terminated pursuant to the provisions of
the agreement, provided that the term will be automatically extended for successive one-year
periods, (ii) Ms. Bauers initial annual base salary will be $250,000, and (iii) she is not
entitled to the use of an automobile.
The summaries of Mr. J. Bauers and Ms. Bauers employment agreements in this Schedule 13D do not
purport to be complete and are qualified in their entirety by reference to such employment
agreements, which were filed as Exhibit 10.21 and 10.22, respectively, to the Issuers Current
Report on Form 8-K filed with the SEC on May 11, 2011, and are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
|
|
|
|
Exhibit |
|
Description |
|
|
|
|
10.1 |
|
|
Registration Rights Agreement by and among 57th Street General Acquisition Corp., Crumbs
Holdings LLC, the Members of Crumbs Holdings LLC, 57th Street GAC Holdings LLC, Morgan Joseph
TriArtisan LLC (formerly Morgan Joseph & Co., Inc.), Ladenburg Thalmann & Co. Inc., I-Bankers
Securities Incorporated, Maxim Group LLC, Rodman & Renshaw, LLC, Akin Gump Strauss, Hauer &
Feld, LLP, Ellenoff Grossman & Schole, LLP, Cynthia Lance, LLC and Integrated Corporate
Relations Inc., dated as of May 5, 2011 (incorporated by reference to Exhibit 10.24 to the
Issuers Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
10.2 |
|
|
Third Amended and Restated LLC Agreement of Crumbs Holdings, LLC, dated as of May 5, 2011
(incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed
with the SEC on May 11, 2011). |
|
|
|
|
10.3 |
|
|
Escrow Agreement dated as of May 5, 2011, by and among 57th Street General Acquisition Corp.,
Crumbs Holdings LLC, Jason Bauer, Victor Bauer, Mia Bauer, EHL Holdings LLC, John Ireland,
Jason Bauer, in his capacity as Member Representative and Edwin Lewis, in his capacity as
Member Representative, and Continental Stock Transfer & Trust Company. |
|
|
|
|
10.4 |
|
|
Exchange and Support Agreement By and Among 57th Street General Acquisition Corp., Crumbs |
|
|
|
|
Exhibit |
|
Description |
|
|
|
Holdings LLC and the Exchanging Members named therein, dated as of May 5, 2011
(incorporated by reference to Exhibit 10.20 to the Issuers Current Report on
Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
10.5 |
|
|
Lock-Up Agreement by Crumbs, Inc., Jason Bauer, Mia Bauer and Victor Bauer, dated May 5, 2011
(incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K, filed
with the SEC on May 11, 2011). |
|
|
|
|
10.6 |
|
|
Employment Agreement between 57th Street General Acquisition Corp., Crumbs Holdings LLC and
Jason Bauer dated as of May 5, 2011 (incorporated by reference to Exhibit 10.21 to the
Issuers Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
10.7 |
|
|
Employment Agreement between 57th Street General Acquisition Corp., Crumbs Holdings LLC and
Mia Bauer dated as of May 5, 2011 (incorporated by reference to Exhibit 10.22 to the Issuers
Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
99.1 |
|
|
Joint Filing Agreement, dated as of May 16, 2011 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and correct.
Date: May 16, 2011
|
|
|
|
|
|
BAUER HOLDINGS INC.
|
|
|
By: |
/s/ Jason Bauer |
|
|
|
Name: |
Jason Bauer |
|
|
|
Title: |
President |
|
|
|
|
/s/ Jason Bauer |
|
|
|
JASON BAUER |
|
|
|
|
/s/ Mia Bauer |
|
|
|
MIA BAUER |
|
|
|
|
/s/ Victor Bauer |
|
|
|
VICTOR BAUER |
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
Exhibit |
|
Description |
|
|
|
|
10.1 |
|
|
Registration Rights Agreement by and among 57th Street General Acquisition Corp., Crumbs
Holdings LLC, the Members of Crumbs Holdings LLC, 57th Street GAC Holdings LLC, Morgan Joseph
TriArtisan LLC (formerly Morgan Joseph & Co., Inc.), Ladenburg Thalmann & Co. Inc., I-Bankers
Securities Incorporated, Maxim Group LLC, Rodman & Renshaw, LLC, Akin Gump Strauss, Hauer &
Feld, LLP, Ellenoff Grossman & Schole, LLP, Cynthia Lance, LLC and Integrated Corporate
Relations Inc., dated as of May 5, 2011 (incorporated by reference to Exhibit 10.24 to the
Issuers Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
10.2 |
|
|
Third Amended and Restated LLC Agreement of Crumbs Holdings, LLC, dated as of May 5, 2011
(incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed
with the SEC on May 11, 2011). |
|
|
|
|
10.3 |
|
|
Escrow Agreement dated as of May 5, 2011, by and among 57th Street General Acquisition Corp.,
Crumbs Holdings LLC, Jason Bauer, Victor Bauer, Mia Bauer, EHL Holdings LLC, John Ireland,
Jason Bauer, in his capacity as Member Representative and Edwin Lewis, in his capacity as
Member Representative, and Continental Stock Transfer & Trust Company. |
|
|
|
|
10.4 |
|
|
Exchange and Support Agreement By and Among 57th Street General Acquisition Corp., Crumbs
Holdings LLC and the Exchanging Members named therein, dated as of May 5, 2011 (incorporated
by reference to Exhibit 10.20 to the Issuers Current Report on Form 8-K, filed with the SEC
on May 11, 2011). |
|
|
|
|
10.5 |
|
|
Lock-Up Agreement by Crumbs, Inc., Jason Bauer, Mia Bauer and Victor Bauer, dated May 5, 2011
(incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K, filed
with the SEC on May 11, 2011). |
|
|
|
|
10.6 |
|
|
Employment Agreement between 57th Street General Acquisition Corp., Crumbs Holdings LLC and
Jason Bauer dated as of May 5, 2011 (incorporated by reference to Exhibit 10.21 to the
Issuers Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
10.7 |
|
|
Employment Agreement between 57th Street General Acquisition Corp., Crumbs Holdings LLC and
Mia Bauer dated as of May 5, 2011 (incorporated by reference to Exhibit 10.22 to the Issuers
Current Report on Form 8-K, filed with the SEC on May 11, 2011). |
|
|
|
|
99.1 |
|
|
Joint Filing Agreement, dated as of May 16, 2011 |
ANNEX A
Directors and Officers of Bauer Holdings Inc.
|
|
|
|
|
Name and Citizenship |
|
Principal Occupation |
|
Business Address |
|
|
|
|
|
Jason Bauer
President and Director
(United States)
|
|
President, CEO and Director of 57th
Street General Acquisition Corp.;
President, CEO and Member of the
Board of Managers of Crumbs
Holdings LLC
|
|
110 West 40th Street, Suite 2100
New York, New York 10018 |
|
|
|
|
|
Mia Bauer
Director
(United States)
|
|
Vice President and Chief Creative
Officer of 57th Street General
Acquisition Corp.; Vice President and
Chief Creative Officer of Crumbs
Holdings LLC
|
|
110 West 40th Street, Suite 2100
New York, New York 10018 |
|
|
|
|
|
Victor Bauer
Director
(United States)
|
|
President and CEO of Bauer Group of
New York, Inc.
|
|
110 West 40th Street, Suite 2100
New York, New York 10018 |