UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chairman
220 S. Morris St. Box 8
Oxford, MD 21654
(410) 226-5455
Receive Notices and Communications)
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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) for other parties to whom copies are to be sent.
* 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 | 316816107 |
1 | NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 26-2084159 EHL Holdings LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO(1) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
DE | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 2,542,643(1)(2) | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 2,542,643(1)(2) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
2,542,643 (1)(2) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
36.1%(1)(2)(3) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
CUSIP | 316816107 |
1 | NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Edwin H. Lewis | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO (1) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
USA | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 2,542,643(1)(2)(3) | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 2,542,643(1)(2)(3) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
2,542,643(1)(2)(3) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
36.1%(1)(2)(3)(4) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
• | $11.8 million in cash; | |
• | 2,542,643 newly issued New Crumbs Class B Exchangeable Units (the “Class B Units”) (316,875 Class B Units were placed in escrow as claims shares to satisfy certain indemnification obligations pursuant to the Business Combination Agreement and will remain in escrow until one (1) month after the audited financial statements of the Issuer for fiscal year 2011 is completed, but can be voted by EHL Holdings during such escrow period), which shall be immediately exchangeable for 2,542,643 Common Shares (subject to certain changes) at the request from time to time of EHL Holdings pursuant to the terms of an Exchange and Support Agreement described below; and | |
• | 254,264.3 shares of Series A Voting Preferred Stock of the Issuer, par value $0.0001 per share (the “Preferred Stock”) (31,687.5 shares of such Preferred Stock was placed in escrow as claims shares to satisfy indemnification obligations pursuant to the Business Combination Agreement and will remain in escrow until one (1) month after the |
audited financial statements of the Issuer for fiscal year 2011 are completed, but can be voted by EHL Holdings’ during such escrow period), which shall among other things entitle the holders of such shares of Preferred Stock the right to initially vote 10 votes per share (subject to certain changes) in all matters for which the holders of Common Shares are entitled to vote and provide the holders of such Preferred Stock, voting as a class, to certain special voting rights including the right to appoint a majority of our board of directors during the “Earn-out Period” as further described below. Shares of Preferred Stock will be proportionately redeemed upon exchange of shares of Class B Units (e.g. the number of shares of Preferred Stock redeemed shall, subject to equitable adjustment, equal the number of Class B Units exchanged divided by 10). |
• | Up to 2,144,997 additional Class B Units; and | ||
• | Up to 214,499.7 additional shares of Preferred Stock. |
• | any issuance of additional Class A Units or Class B Units other than as required pursuant to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; | |
• | the establishment and/or issuance of new classes of units, other equity securities in the Issuer or other Issuer securities, other than certain issuances required pursuant to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; | |
• | the dissolution, liquidation or winding up of Crumbs or the commencement of a voluntary proceeding seeking reorganization or other similar relief; |
• | a reincorporation, merger, consolidation, conversion or sale of all or substantially all the assets of Crumbs or similar action (other than where the successor remains an affiliate of the Issuer and the holders of Class A Units are not adversely affected as a class and receive equity securities in the successor substantially identical in their rights as the Class A Units); | |
• | the withdrawal or resignation of a Crumbs Member other than pursuant to a permitted transfer; and | |
• | the amendment, supplement, waiver or modification of the Restated LLC Agreement or Crumbs’ certificate of formation in a manner that disproportionately and adversely impacts the Class A Units. |
Under the terms of the Restated LLC Agreement, the voting rights of the Class B Units are limited to the matters described below and those matters required by Delaware law. A two thirds vote of the Class B Units voting as a class shall be required prior to Crumbs taking or permitting any of the following actions: |
• | any issuance of additional Class A Units or Class B Units other than as required pursuant to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; | |
• | the establishment and/or issuance of new classes of units, other equity securities in Crumbs or other Crumbs securities, other than certain issuances required pursuant to the Restated LLC Agreement, the Business Combination Agreement and/or the Exchange Agreement; | |
• | the dissolution, liquidation or winding up of Crumbs or the commencement of a voluntary proceeding seeking reorganization or other similar relief; | |
• | a reincorporation, merger, consolidation, conversion or sale of all or substantially all the assets of Crumbs or similar action (other than where the successor remains an affiliate of the Issuer and the holders of Class B Units are not adversely affected as a class and receive equity securities in the successor substantially identical in their rights as the Class B Units); | |
• | the withdrawal or resignation of a Crumbs Member other than pursuant to a permitted transfer; | |
• | the amendment, supplement, waiver or modification of the Restated LLC Agreement or Crumbs’ certificate of formation in a manner that disproportionately and adversely impacts the Class B Units; and | |
• | the direct transfer or pledge of units, equity securities or other membership interests in Crumbs by Issuer, subject to certain exceptions described above. |
Exhibit | Description | |
10.1 | Registration Rights Agreement by and among 57th Street General Acquisition Corp., Crumbs Holdings LLC, the Members of Crumbs Holdings LLC, 57th Street GAC Holdings LLC, Morgan Joseph TriArtisan LLC (formerly Morgan Joseph & Co., Inc.), Ladenburg Thalmann & Co. Inc., I-Bankers Securities Incorporated, Maxim Group LLC, Rodman & Renshaw, LLC, Akin Gump Strauss, Hauer & Feld, LLP, Ellenoff Grossman & Schole, LLP, Cynthia Lance, LLC and Integrated Corporate Relations Inc., dated as of May 5, 2011 (incorporated by reference to Exhibit 10.24 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.2 | Third Amended and Restated LLC Agreement of Crumbs Holdings, LLC, dated as of May 5, 2011 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.3 | Escrow Agreement dated as of May 5, 2011, by and among 57th Street General Acquisition Corp., Crumbs Holdings LLC, Jason Bauer, Victor Bauer, Mia Bauer, EHL Holdings LLC, John Ireland, Jason Bauer, in his capacity as Member Representative and Edwin Lewis, in his capacity as Member Representative, and Continental Stock Transfer & Trust Company. | |
10.4 | Exchange and Support Agreement By and Among 57th Street General Acquisition Corp., Crumbs Holdings LLC and the Exchanging Members named therein, dated as of May 5, 2011 (incorporated by reference to Exhibit 10.20 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.5 | Lock-Up Agreement by EHL Holdings LLC., dated May 5, 2011 (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
99.1 | Joint Filing Agreement, dated as of May 16, 2011 |
EHL HOLDINGS LLC | ||||
By: | /s/ Edwin H. Lewis | |||
Name: | Edwin H. Lewis | |||
Title: | Chairman | |||
/s/ Edwin H. Lewis | ||||
EDWIN H. LEWIS | ||||
Exhibit | Description | |
10.1 | Registration Rights Agreement by and among 57th Street General Acquisition Corp., Crumbs Holdings LLC, the Members of Crumbs Holdings LLC, 57th Street GAC Holdings LLC, Morgan Joseph TriArtisan LLC (formerly Morgan Joseph & Co., Inc.), Ladenburg Thalmann & Co. Inc., I-Bankers Securities Incorporated, Maxim Group LLC, Rodman & Renshaw, LLC, Akin Gump Strauss, Hauer & Feld, LLP, Ellenoff Grossman & Schole, LLP, Cynthia Lance, LLC and Integrated Corporate Relations Inc., dated as of May 5, 2011 (incorporated by reference to Exhibit 10.24 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.2 | Third Amended and Restated LLC Agreement of Crumbs Holdings, LLC, dated as of May 5, 2011 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.3 | Escrow Agreement dated as of May 5, 2011, by and among 57th Street General Acquisition Corp., Crumbs Holdings LLC, Jason Bauer, Victor Bauer, Mia Bauer, EHL Holdings LLC, John Ireland, Jason Bauer, in his capacity as Member Representative and Edwin Lewis, in his capacity as Member Representative, and Continental Stock Transfer & Trust Company. | |
10.4 | Exchange and Support Agreement By and Among 57th Street General Acquisition Corp., Crumbs Holdings LLC and the Exchanging Members named therein, dated as of May 5, 2011 (incorporated by reference to Exhibit 10.20 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
10.5 | Lock-Up Agreement by EHL Holdings LLC., dated May 5, 2011 (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 11, 2011). | |
99.1 | Joint Filing Agreement, dated as of May 16, 2011 |
Name and Citizenship | Principal Occupation | Business Address | ||
Edwin H. Lewis Chairman and Sole Member (United States) | Chairman and Chief Executive Officer of Not Your Daughter’s Jeans; Non- Executive Chairman of 57th Street General Acquisition Corp.; Non- Executive Chairman of Crumbs Holdings LLC | 220 S. Morris St., Box 8 Oxford, Maryland 21654 |