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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
(CUSIP Number)
Edwin H. Lewis
Chairman
220 S. Morris St. Box 8
Oxford, MD 21654
(410) 226-5455
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 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).
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
EHL Holdings LLC 26-2084159 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO(1) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DE
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,378,143(1)(2) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,378,143(1)(2) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,378,143 (1)(2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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32.8%(1)(2)(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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 Crumbs Bake Shop, Inc. (f/ka/ 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, EHL Holdings LLC ( EHL Holdings )
received 2,542,643 newly issued New Crumbs Class B Exchangeable Units of Crumbs (a non-wholly owned subsidiary of the Issuer)
( Class B Units ) and 254,264.3 shares of the Issuers Series A Voting Preferred Stock, par value $.0001 ( Preferred Stock ).
Subsequently, on June 22, 2011, 64,139.4 shares of Preferred Stock were automatically redeemed by the Issuer in connection with the exchange of 641,394
Class B Units for 641,394 shares of the Issuer's common stock by EHL Holdings, pursuant to the Exchange and Support Agreement among the Issuer,
Crumbs and the Members of Crumbs dated May 5, 2011, entered into in connection with the transactions contemplated by the Business Combination Agreement.
On November 14, 2011, in connection with the Issuer and Crumbs each entering into an employment agreement with Julian R. Geiger as President and Chief Executive Officer,
EHL Holdings irrevocably forfeited (i) 16,450 shares of Preferred Stock to the Issuer for cancellation and (ii) 164,500 Class B Units to Crumbs for cancellation. The remaining 1,736,749
Class B Units and 173,674.9 shares of Preferred Stock combined will, subject to certain preferential rights, approximate the voting, economic and other rights EHL Holdings would have,
were it to hold 1,736,749 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 1,736,749 Class B Units of Crumbs for 1,736,749 shares of the Issuers common stock and the redemption of 173,674.9 shares of Preferred Stock of the Issuer.
(3) Based on 5,505,885 shares of Issuer common stock outstanding.
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Edwin H. Lewis |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (1) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,378,143(1)(2)(3) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,378,143(1)(2)(3) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,378,143(1)(2)(3) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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32.8%(1)(2)(3)(4) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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 Crumbs Bake Shop, Inc. (f/ka/
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, EHL Holdings LLC ( EHL Holdings ) received 2,542,643 newly
issued New Crumbs Class B Exchangeable Units of Crumbs (a non-wholly owned subsidiary of
the Issuer) ( Class B Units ) and 254,264.3 shares of the Issuers
Series A Voting Preferred Stock, par value $.0001 (
Preferred Stock ). Subsequently, on June 22, 2011, 64,139.4 shares of
Preferred Stock were automatically redeemed by the Issuer in connection with the exchange
of 641,394 Class B Units for 641,394 shares of the Issuer's common stock by EHL Holdings,
pursuant to the Exchange and Support Agreement among the Issuer, Crumbs and the Members of
Crumbs dated May 5, 2011, entered into in connection with the transactions contemplated by
the Business Combination Agreement. On November 14, 2011, in connection with the Issuer and Crumbs each entering into an employment agreement with Julian R.
Geiger as President and Chief Executive Officer, EHL Holdings irrevocably forfeited (i) 16,450
shares of Preferred Stock to the Issuer for cancellation and (ii) 164,500 Class B Units to Crumbs
for cancellation. The remaining 1,736,749 Class B Units and 173,674.9 shares of Preferred Stock
combined will, subject to certain preferential rights, approximate the voting, economic and other
rights EHL Holdings would have, were it to hold 1,736,749 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 1,736,749 Class B Units of Crumbs for 1,736,749 shares of the Issuers common stock and the redemption of 173,674.9 shares of Preferred Stock of the Issuer.
(3) Securities are owned directly by EHL Holdings, of which Edwin H. Lewis is the Chairman and sole member. Mr. Lewis may be deemed an indirect beneficial owner of the reported securities.
(4) Based on 5,505,885 shares of Issuer common stock outstanding.
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) is filed by (i) EHL Holdings, LLC
(EHL Holdings) and (ii) Edwin H. Lewis (Mr. Lewis and together with EHL Holdings, the
Reporting Persons ) with respect to the common stock, par value $0.0001 per share (the Common
Stock), of Crumbs Bake Shop, Inc., a Delaware corporation (the Issuer). This Amendment No. 1
amends and supplements Schedule 13D dated May 16, 2011 filed by the Reporting Persons (as amended,
the Statement). From and after the date hereof, all references in the Statement to the Statement
or terms of similar import shall be deemed to refer to the Statement as amended by this Amendment
No. 1. All capitalized terms used but not defined herein have the respective meanings ascribed to
such terms in the Statement.
The Reporting Persons entered into a Joint Filing Agreement, dated as of May 16, 2011, a copy of
which was filed as Exhibit 99.1 to the Statement on May 16, 2011, and which is incorporated herein
by reference, pursuant to which the Reporting Persons agreed to file the Statement and any
amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated by the
Securities and Exchange Commission (the SEC ) pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the Exchange Act).
Items 3, 4, 5, 6 and 7 of the Statement are hereby amended to the extent hereinafter expressly set
forth.
Item 3. Source and Amount of Funds or Other Consideration
On November 14, 2011, in connection with the Employment Agreement (as defined below), and in order
to induce Julian R. Geiger (Mr. Geiger), the Issuer and Crumbs to enter into the Employment
Agreement, EHL Holdings entered into an Acknowledgment of Forfeiture of Securities (the
Acknowledgment) pursuant to which EHL Holdings irrevocably forfeited, among others, the right to
receive such amount of its Contingency Consideration (as defined in the Business Combination
Agreement) equal to approximately 20.6% of the Contingent Securities (as defined in the Securities
Grant Agreement (the Grant Agreement), dated November 14, 2011 by and among Mr. Geiger, the
Issuer and Crumbs) then issuable to Mr. Geiger.
Item 4. Purpose of Transaction
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
On November 14, 2011, Mr. Geiger entered into an Employment Agreement (the Employment Agreement)
by and among Mr. Geiger, the Issuer and Crumbs and the Grant Agreement, pursuant to which Mr.
Geiger received 799,000 New Crumbs Class B Exchangeable Units of Crumbs (a non-wholly owned
subsidiary of the Issuer) (the Class B Units) and 79,900 shares of the Issuers Series A Voting
Preferred Stock, par value $0.0001 (the Preferred Stock) for his services as President and Chief
Executive Officer of the Issuer.
On November 14, 2011, in connection with the Employment Agreement, and in order to induce Mr.
Geiger, the Issuer and Crumbs to enter into the Employment Agreement, EHL Holdings entered into the
Acknowledgment pursuant to which EHL Holdings irrevocably forfeited 164,500 Class B Units and
16,450 shares of Preferred Stock.
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 an
investment decision.
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 except as set forth herein and except that 641,394 shares of Common Stock have been registered
and may be sold from time to time pursuant to a registration statement on Form S-3, as amended
(No.333-175408) or otherwise as determined by the Reporting Persons.
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 5,505,885 shares of Common Stock
outstanding. As of the date of this filing, assuming there are 5,505,885 shares of Common Stock
outstanding and 390,000 shares of Preferred Stock outstanding, EHL Holdings has the power to vote
approximately 25.28% of the shares of Common Stock.
(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, 4 and 5 of this Schedule 13D is incorporated herein by
reference. All information contained in Item 1.01 and the section of Item 5.02 entitled
Acknowledgment Agreements of the Issuers Current Report on Form 8-K, filed with the SEC on
November 16, 2011, are incorporated herein by reference. Except as set forth herein, there are no
contracts, arrangements, understandings or relationships (legal or otherwise) between EHL Holdings
and any other person with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical
order:
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Exhibit |
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Description |
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10.6 |
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Employment Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings LLC and Julian
Geiger dated November 14, 2011 (incorporated by reference to Exhibit 10.1 to the
Issuers Current Report on Form 8-K, filed with the SEC on November 16, 2011). |
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10.7 |
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Securities Grant Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings LLC and Julian
R. Geiger dated November 14, 2011 (incorporated by reference to Exhibit 10.5 to the
Issuers Current Report on Form 8-K, filed with the SEC on November 16, 2011). |
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10.8 |
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Acknowledgement of Forfeiture of Securities by EHL Holdings LLC dated November 14, 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: December 6, 2011
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EHL HOLDINGS LLC
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By: |
/s/ Edwin H. Lewis
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Name: |
Edwin H. Lewis |
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Title: |
Chairman |
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/s/ Edwin H. Lewis
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EDWIN H. LEWIS |
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EXHIBIT INDEX
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Exhibit |
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Description |
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10.6 |
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Employment Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings LLC and Julian
Geiger dated November 14, 2011 (incorporated by reference to Exhibit 10.1 to the
Issuers Current Report on Form 8-K, filed with the SEC on November 16, 2011). |
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10.7 |
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Securities Grant Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings LLC and Julian
R. Geiger dated November 14, 2011 (incorporated by reference to Exhibit 10.5 to the
Issuers Current Report on Form 8-K, filed with the SEC on November 16, 2011). |
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10.8 |
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Acknowledgement of Forfeiture of Securities by EHL Holdings LLC dated November 14, 2011. |