-----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, HFurX1J8f5coxPpGVNyTZtnE5bvs4oVJKNDPuu0TojTSDclK/jXLA+X/3/gkvcCR 3UYkGRWQ5NYg0fjllW1YfA== 0001251109-11-000006.txt : 20110103 0001251109-11-000006.hdr.sgml : 20101231 20110103134952 ACCESSION NUMBER: 0001251109-11-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110103 DATE AS OF CHANGE: 20110103 GROUP MEMBERS: CHARLES K. KELLOGG GROUP MEMBERS: LEE KELLOGG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brand Matthew CENTRAL INDEX KEY: 0001508462 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1247 SILVERADO STREET CITY: LA JOLLA STATE: CA ZIP: 92037 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMILYMEDS GROUP, INC. CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50645 FILM NUMBER: 11501224 BUSINESS ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 BUSINESS PHONE: 8606761222 MAIL ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX INC DATE OF NAME CHANGE: 20011128 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 SC 13G 1 brandfamilymeds13gbnl.htm FAMILYMEDS 13G sc13g

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Familymeds Group, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
30706T209
(CUSIP Number)
December 29, 2010
(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-1(b)

     [X ]  Rule 13d-1(c)

     [  ]   Rule 13d-1(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).

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.

 
 

 
                     
CUSIP No.
  
30706T209 

           
1   NAMES OF REPORTING PERSONS:
   
 

Matthew Brand
Charles K. Kellogg
Lee Kellogg

   
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)    [X ]
  (b)    [   ]
   
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Matthew Brand - U.S. Citizen
Charles K. Kellogg - U.S. Citizen
Lee Kellogg - U.S. Citizen
   
   
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
 5   SOLE VOTING POWER:
   
 

0
   
     
6   SHARED VOTING POWER:
   
 

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.
   
     
7   SOLE DISPOSITIVE POWER:
   
  0
   
     
8   SHARED DISPOSITIVE POWER:
   
 

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.
   
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.
   
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
   [   ]
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 

Matthew Brand - 18.2%*
Charles K. Kellogg - 18.2%*
Lee Kellogg - 18.2%*

*Each of the reporting persons is deemed to be a beneficial owner of the 18.2% of the Issuer's common stock owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.
   
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 

Matthew Brand - IN
Charles K. Kellogg - IN
Lee Kellogg - IN

SCHEDULE 13G
     
Item 1(a)
Name of Issuer.
 
    
 
Familymeds Group, Inc.
 
    
Item 1(b)
Address of Issuer’s Principal Executive Offices.
 
    
 
312 Farmington Avenue
Farmington, CT 06032-1968
 
    
Item 2(a)
Name of Person Filing.
 
    
 
Matthew Brand
Charles K. Kellogg
Lee Kellogg
 
    
Item 2(b)
Address of Principal Business Office or, if none, Residence.
 
    
 
1247 Silverado St.
La Jolla, CA 92037
 
    
Item 2(c)
Citizenship.
 
    
 

The reporting persons are U.S. Citizens.
 
 
    
Item 2(d)
Title of Class of Securities.
 
    
 
Common Stock, $0.001 Par Value Per Share
 
    
Item 2(e)
CUSIP Number.
 
    
 
30706T209
     
Item 3   This statement is not filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-2(c).
     
Item 4   Ownership.
 
      
 
  (a) Amount beneficially owned:

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.

 
 
  (b) Percent of Class:

Matthew Brand - 18.2%*
Charles K. Kellogg - 18.2%*
Lee Kellogg - 18.2%*

*Each of the reporting persons is deemed to be a beneficial owner of the 18.2% of the Issuer's common stock owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.

 
 
  (c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:

0


(ii) Shared power to vote or to direct the vote:

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.

(iii) Sole power to dispose or to direct the disposition of:

0


(iv) Shared power to dispose or to direct the disposition of:

Matthew Brand - 1,265,687*
Charles K. Kellogg - 1,265,687*
Lee Kellogg - 1,265,687*

*Each of the reporting persons is deemed to be a beneficial owner of the 1,265,687 shares of the Issuer owned jointly by Matthew Brand, Charles K. Kellogg and Lee Kellogg.

 
Item 5   Ownership of Five Percent or Less of a Class.
 
    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 or Control Person.
 
    Not applicable.
 
Item 8   Identification and Classification of Members of the Group.
 
    See the Joint Filing Agreement attached as Exhibit A hereto.
 
Item 9   Notice of Dissolution of Group.
 
    Not applicable.
 
Item 10   Certification.
 
    By signing below I certify that, to the 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.
     
    MATTHEW BRAND
    Date: December 30, 2010
 
            
        By:   /s/ Matthew Brand
 
           
           
 
            
    CHARLES K. KELLOGG
    Date: December 30, 2010
 
            
        By:   /s/ Charles K. Kellogg
 
           
           
           
    LEE KELLOGG
    Date: December 30, 2010
 
            
        By:   /s/ Lee Kellogg
 
           
           

EX-99 2 jointfilingagreementmbkklk.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT This JOING FILING AGREEMENT (this "Agreement") is made and entered into as of this 29th day of December, 2010, by and among Matthew Brand, Charles K. Kellogg and Lee Kellogg (the "Parties"). In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Parties agree to prepare jointly and file timely (or otherwise deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) of 13(g) under the Exchange Act with respect to their respective ownership of any securities of Familymeds Group, Inc. that are required to be reported on any Filings. The Parties agree that any such Filing shall be filed on behalf of each of them. Each of the Parties further agrees and covenants to the other Parties that it will fully cooperate with such other Parties in the preparation and timely filing (and other delivery) of all such Filings. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the first date set forth above. By: /s/ Matthew Brand ____________________________ Matthew Brand By: /s/ Charles K. Kellogg ____________________________ Charles K. Kellogg By: /s/ Lee Kellogg ____________________________ Lee Kellogg -----END PRIVACY-ENHANCED MESSAGE-----