-----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, NWYMTm1JN4KgHlV/oDxz5pX3Vrz2rT7c3dk0mbu/586x4AGGwoloPyKuPWYkfkBw a5SSv2r6gksnY5rsmGMjXw== 0001209191-08-056991.txt : 20081020 0001209191-08-056991.hdr.sgml : 20081020 20081020182610 ACCESSION NUMBER: 0001209191-08-056991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081020 FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Castle Brands Inc CENTRAL INDEX KEY: 0001311538 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VECTOR GROUP LTD CENTRAL INDEX KEY: 0000059440 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32849 FILM NUMBER: 081132266 BUSINESS ADDRESS: STREET 1: 100 S E SECOND ST CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 FORMER NAME: FORMER CONFORMED NAME: BROOKE GROUP LTD DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: LIGGETT GROUP INC DATE OF NAME CHANGE: 19900815 FORMER NAME: FORMER CONFORMED NAME: LIGGETT & MYERS INC DATE OF NAME CHANGE: 19760602 3 1 c76150_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2008-10-20 0 0001311538 Castle Brands Inc ROX 0000059440 VECTOR GROUP LTD 100 SE SECOND STREET 32ND FLOOR MIAMI FL 33131 0 0 1 0 Series A Convertible Preferred Stock .35 Common Stock 11428576 D As described in Item 1.01 of that certain Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 14, 2008 (the "8-K"), each share of Series A Convertible Preferred Stock will automatically be converted into shares of Common Stock, at the then effective conversion rate, upon the filing of an amendment to the Issuer's charter, which, once effective, makes available a sufficient number of authorized but unissued and unreserved shares of the Common Stock to permit all then outstanding shares of Series A Convertible Preferred Stock to be converted. The conversion rate is 35.7143 shares of Common Stock for each share of Series A Convertible Preferred Stock, and is subject to customary adjustment for dilutive issuances. Represents 320,000 shares of Series A Convertible Preferred Stock issued by the Issuer to the Reporting Person at the closing of the transactions contemplated by that certain Series A Preferred Stock Purchase Agreement described in Item 1.01 of the 8-K, which closing occurred on October 20, 2008 (the "Closing"). The Reporting Person disclaims beneficial ownership of these securities prior to their issuance at the Closing. VECTOR GROUP LTD. By: /s/ J. Bryant Kirkland III, Vice President and Chief Financial Officer 2008-10-20 -----END PRIVACY-ENHANCED MESSAGE-----