-----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, MhSMrgwzve6Q92BIpC2WolBFDYeFaMVi38mkZNw9BMzmMKi5pm4doD/cE8dUU4QT kTcPosEBr9DB2u7kkiGd8A== 0001181431-09-037868.txt : 20090804 0001181431-09-037868.hdr.sgml : 20090804 20090804215518 ACCESSION NUMBER: 0001181431-09-037868 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090731 FILED AS OF DATE: 20090804 DATE AS OF CHANGE: 20090804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rhone Group L.L.C. CENTRAL INDEX KEY: 0001469541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14229 FILM NUMBER: 09985473 BUSINESS ADDRESS: STREET 1: 630 5TH AVENUE, SUITE 2710 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: (212) 218-6700 MAIL ADDRESS: STREET 1: 630 5TH AVENUE, SUITE 2710 CITY: NEW YORK STATE: NY ZIP: 10111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Numitor Governance S.a r.l. CENTRAL INDEX KEY: 0001469557 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14229 FILM NUMBER: 09985474 BUSINESS ADDRESS: STREET 1: 630 5TH AVENUE, SUITE 2710 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: (212) 218-6700 MAIL ADDRESS: STREET 1: 630 5TH AVENUE, SUITE 2710 CITY: NEW YORK STATE: NY ZIP: 10111 3 1 rrd249877.xml FORM 3 X0203 3 2009-07-31 0 0000805305 QUIKSILVER INC ZQK 0001469557 Numitor Governance S.a r.l. C/O RH?NE CAPITAL L.L.C. 630 FIFTH AVE, 27TH FLOOR NEW YORK NY 10111 1 0 1 0 0001469541 Rhone Group L.L.C. 630 FIFTH AVE, 27TH FLOOR NEW YORK NY 10111 1 0 1 0 Warrants (rights to buy) 1.86 2009-07-31 2016-07-31 Common Stock, par value $0.01 per share 25653831 I See Footnote Each warrant entitles the holder to purchase one share of common stock of the Issuer ("Common Stock") at an exercise price of $1.86 per share, subject to certain adjustments provided in the Warrant and Registration Rights Agreement by and among Quiksilver, Inc., Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P., Triton Coinvestment SPV L.P. and Rh?ne Capital III L.P., dated July 31, 2009. To the extent any adjustment to the Warrants would result in an issuance of Common Stock in excess of 19.99% of the outstanding Common Stock at the time of the issuance of the Warrants, the holders would instead be issued upon exercise of the Warrants shares of non-voting Series A Preferred Stock of the Issuer. Romolo Holdings C.V. holds directly 1,601,774 Warrants; Triton SPV L.P. holds directly 3,203,881 Warrants; Triton Onshore SPV L.P. holds directly 10,343,522 Warrants; Triton Offshore SPV L.P. holds directly 8,620,765 Warrants; and Triton Coinvestment SPV L.P. holds directly 1,883,889 Warrants. Rea Silvia GP C.V., as the general partner of Romolo Holdings C.V., may be deemed to be the beneficial owner of the Warrants exercisable for shares of Common Stock held by Romolo Holdings C.V. Numitor Governance S.a r.l., as the managing general partner of Rea Silvia GP C.V., may be deemed to be the beneficial owner of the Warrants exercisable for shares of Common Stock that are deemed to be beneficially owned by Rea Silvia GP C.V. Rh?ne Group L.L.C., as the manager of Numitor Governance S.a r.l., may be deemed to be the beneficial owner of the Warrants exercisable for shares of Common Stock that are deemed to be beneficially owned by Numitor Governance S.a r.l. (Continued to footnote 3) This Statement is being filed by Numitor Governance S.a r.l. and Rh?ne Group L.L.C. (together, the "Reporting Persons"). The principal business address of each Reporting Person is 630 Fifth Ave, 27th Floor, New York, New York 10111. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. This Form 3 and the Form 3 filed on the date hereof by Rh?ne Capital L.L.C., Rh?ne Holdings III L.L.C., Rh?ne Capital III L.P., Triton GP SPV LLC, Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P., Triton Coinvestment SPV L.P. and Rea Silvia Capital GP C.V. relate to the same transaction. Due to the inability to include more than ten joint filers in an electronic report, Numitor Governance S.a r.l. and Rh?ne Group L.L.C. have filed this separate report. The complete list of joint filers for this transaction is as follows: Rh?ne Capital L.L.C., Rh?ne Holdings III L.L.C., Rh?ne Capital III L.P., Triton GP SPV LLC, Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P., Triton Coinvestment SPV L.P., Rea Silvia GP C.V., Numitor Governance S.a r.l. and Rh?ne Group L.L.C. Andrew Woodward Sweet and Michael Steven Langman have been designated by the Reporting Persons, pursuant to contractual rights held by Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P., to serve on the Issuer's board of directors. Therefore, each of the Reporting Persons is a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934. /s/ M. Allison Steiner, Authorized Signatory, Rh?ne Group L.L.C., its manager for NUMITOR GOVERNANCE 2009-08-04 /s/ M. Allison Steiner, CAO and General Counsel for RH?NE GROUP L.L.C. 2009-08-04 -----END PRIVACY-ENHANCED MESSAGE-----