SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CACHE, INC.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
127150308
(CUSIP Number)
TIMOTHY E. LADIN
MFP INVESTORS LLC
667 MADISON AVENUE, 25TH FLOOR
NEW YORK, NEW YORK 10065
(212) 752-7345
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
August 14, 2013
(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. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
* 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 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).
| CUSIP NO. 127150308 | Schedule 13D | Page 2 of 7 |
| 1 | | NAMES OF REPORTING PERSONS | | |
| | | MFP Partners, L.P.(1) | | |
| | | | |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | (a) o |
| | | | | | | | | (b) ¨ |
3 | | SEC USE ONLY | | | | |
| 4 | | SOURCE OF FUNDS | | |
| | | WC | | | | | | |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | | |
| | | TO ITEM 2(d) or 2(e) | | ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | | Delaware | | | | | | |
| NUMBER OF | | 7 | | SOLE VOTING POWER | | |
| SHARES | | | | 0 | | |
| BENEFICIALLY | | 8 | | SHARED VOTING POWER | | |
| OWNED BY | | | | 3,786,635(2) | | |
| EACH REPORT- | | 9 | | SOLE DISPOSITIVE POWER | | |
| ING | | | | 0 | | |
| PERSON WITH | | 10 | | SHARED DISPOSITIVE POWER | | |
| | | | | | | 3,786,635(2) | | |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | | 3,786,635(2) | | | | | | |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | | CERTAIN SHARES | | | | o |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | | 17.5% | | | | | | |
| 14 | | TYPE OF REPORTING PERSON | | |
| | | PN | | | | | | |
| |
| | (1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC. | |
| | | |
| | (2) Due to their respective relationships with each other, each of the Reporting Persons (as defined below) may be deemed to share voting and dispositive power with respect to the 3,786,635 shares of Common Stock reported herein. | |
| CUSIP NO. 127150308 | Schedule 13D | Page 3 of 7 |
| 1 | | NAMES OF REPORTING PERSONS | | |
| | | MFP Investors LLC(1) | | |
| | | | | | | | | |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | (a) o |
| | | | | | | | | (b) ¨ |
| |
3 | | SEC USE ONLY | | | | |
| 4 | | SOURCE OF FUNDS | | |
| | | AF | | | | | | |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | | |
| | | TO ITEM 2(d) or 2(e) | | ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | | Delaware | | | | | | |
| NUMBER OF | | 7 | | SOLE VOTING POWER | | |
| SHARES | | | | 0 | | |
| BENEFICIALLY | | 8 | | SHARED VOTING POWER | | |
| OWNED BY | | | | 3,786,635(2) | | |
| EACH | | 9 | | SOLE DISPOSITIVE POWER | | |
| REPORTING | | | | 0 | | |
| PERSON WITH | | 10 | | SHARED DISPOSITIVE POWER | | |
| | | | | | | 3,786,635(2) | | |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | | 3,786,635(2) | | | | | | |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | | CERTAIN SHARES | | | | o |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | | 17.5% | | | | | | |
| 14 | | TYPE OF REPORTING PERSON | | |
| | | OO | | | | | | |
| |
| | (1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC. | |
| | | |
| | (2) Due to their respective relationships with each other, each of the Reporting Persons (as defined below) may be deemed to share voting and dispositive power with respect to the 3,786,635 shares of Common Stock reported herein. | |
| CUSIP NO. 127150308 | Schedule 13D | Page 4 of 7 |
| 1 | | NAMES OF REPORTING PERSONS | | |
| | | Michael F. Price(1) | | | | |
| | | | | | | | |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | (a) o |
| | | | | | | | | (b) ¨ |
3 | | SEC USE ONLY | | | | |
| 4 | | SOURCE OF FUNDS | | |
| | | AF | | | | | | |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | | |
| | | TO ITEM 2(d) or 2(e) | | ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | | United States of America | | | | |
| NUMBER OF | | 7 | | SOLE VOTING POWER | | |
| SHARES | | | | 0 | | |
| BENEFICIALLY | | 8 | | SHARED VOTING POWER | | |
| OWNED BY | | | | 3,786,635(2) | | |
| EACH REPORT- | | 9 | | SOLE DISPOSITIVE POWER | | |
| ING | | | | 0 | | |
| PERSON WITH | | 10 | | SHARED DISPOSITIVE POWER | | |
| | | | | | | 3,786,635(2) | | |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | | 3,786,635(2) | | | | | | |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |
| | | CERTAIN SHARES | | | | o |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | | 17.5% | | | | | | |
| 14 | | TYPE OF REPORTING PERSON | | |
| | | IN | | | | | | |
| |
| | (1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC. | |
| | | |
| | (2) Due to their respective relationships with each other, each of the Reporting Persons (as defined below) may be deemed to share voting and dispositive power with respect to the 3,786,635 shares of Common Stock reported herein. | |
| CUSIP NO. 127150308 | Schedule 13D | Page 5 of 7 |
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 5, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto (“Amendment No. 1”) filed with the SEC on March 13, 2013, and Amendment No. 2 thereto (“Amendment No. 2”), filed with the SEC on May 3, 2013. The Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3 are collectively referred to herein as the “Schedule 13D”.
This Amendment No. 3 relates to the common stock, par value $0.01 per share (the “Common Stock”), of Cache, Inc., a Delaware corporation, owned by the Reporting Persons. Except as specifically amended by this Amendment No. 3, items in the Schedule 13D are unchanged.
Information in this Amendment No. 3 with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
“On August 14, 2013, the Voting Agreement terminated pursuant to its terms immediately after the annual meeting of the Company’s stockholders held on that day.”
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the paragraph immediately before Item 5(a) with the following:
“The percentages of beneficial ownership reported for the Reporting Persons in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 21,661,061 shares of Common Stock issued and outstanding as of August 13, 2013, as reported in the Company’s most recent Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2013. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of August 16, 2013, unless otherwise indicated.”
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety with the following:
“(a) MFP beneficially owns 3,786,635 shares of Common Stock, representing approximately 17.5% of the outstanding shares of Common Stock. By virtue of its position as the general partner of MFP, MFP Investors may be deemed to be the beneficial owner of 3,786,635 shares of Common Stock, representing 17.5% of the outstanding shares of Common Stock. By virtue of his position as the managing member of MFP Investors, Mr. Price may be deemed to be the beneficial owner of 3,786,635 shares of Common Stock, representing 17.5% of the outstanding shares of Common Stock.”
Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety with the following:
“(b) Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the 3,786,635 shares of Common Stock reported herein.”
Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety with the following:
“(c) No Reporting Person has effected any transaction in the shares of Common Stock during the last 60 days from the date hereof.”
| CUSIP NO. 127150308 | Schedule 13D | Page 6 of 7 |
SIGNATURE
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.
Dated: August 16, 2013
| | MFP Partners, L.P., by MFP Investors LLC, its General Partner | |
| | | | |
| | /s/ Michael F. Price | |
| | Name: | Michael F. Price | |
| | Title: | Managing Member | |
| | | | |
| | | | |
| | MFP Investors LLC | |
| | | | |
| | /s/ Michael F. Price | |
| | Name: | Michael F. Price | |
| | Title: | Managing Member | |
| | | | |
| | | | |
| | /s/ Michael F. Price | |
| | Michael F. Price | |
| CUSIP NO. 127150308 | Schedule 13D | Page 7 of 7 |
INDEX OF EXHIBITS
| | Exhibit 1 | | Joint Filing Agreement, dated as of February 5, 2013, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price* | |
| | | | | |
| | Exhibit 2 | | Investment Agreement, dated as of February 5, 2013, by and among Cache, Inc., MFP Partners, L.P., Mill Road Capital, L.P. and Jay Margolis* | |
| | | | | |
| | Exhibit 3 | | Voting Agreement, dated as of February 5, 2013, by and among Cache, Inc., MFP Partners, L.P. and Mill Road Capital, L.P.* | |
| | | | | |
| | Exhibit 4 | | Amendment No. 1 to Investment Agreement, dated as of March 12, 2013, by and among Cache, Inc., MFP Partners, L.P., Mill Road Capital, L.P. and Jay Margolis (incorporated by reference to Exhibit 10.15 attached to the annual report on Form 10-K filed by Cache, Inc. on March 12, 2013)* | |
| | | | | |
| | Exhibit 5 | | Registration Rights Agreement, dated as of May 1, 2013, by and among Cache, Inc., MFP Partners, L.P. and Mill Road Capital, L.P.* | |
| | | | | |
| | * Filed previously | |
