UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Castle Brands Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
148435100
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(CUSIP Number)
AS OF DECEMBER 31, 2007
*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).
Page 1 of 5 pages
CUSIP No. 148435100 13G Page 2 of 5 pages
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(1) NAMES OF REPORTING PERSONS. Copper Rock Capital Partners, LLC
I.R.S. IDENTIFICATION 75-3179897
NOS. OF ABOVE PERSONS
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES (5) SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER 0
PERSON WITH:
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(7) SOLE DISPOSITIVE POWER 0
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(8) SHARED DISPOSITIVE POWER 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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(12) TYPE OF REPORTING PERSON* IA
CUSIP No. 148435100 13G Page 3 of 5 pages
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ITEM 1.
(a) NAME OF ISSUER: Castle Brands Inc..
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
570 Lexington Avenue, 29th Floor, New York, NY 10022
ITEM 2.
(a) NAME OF PERSON FILING: Copper Rock Capital Partners, LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
200 Clarendon Street, 52nd Floor, Boston, MA 02116
(c) CITIZENSHIP:
Delaware.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock.
(e) CUSIP NUMBER:
148435100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940
(e) /X/ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) / / A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
CUSIP No. 148435100 13G Page 4 of 5 pages
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(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 0 shares.
(b) PERCENT OF CLASS: 0%.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0.
(ii) shared power to vote or to direct the vote: 0.
(iii) sole power to dispose or to direct the disposition of: 0.
(iv) shared power to dispose or to direct the disposition of: 0.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following /X/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities
is held by certain clients of the reporting person, none of which
has right or power with respect to more than five percent of the
securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
CUSIP No. 148435100 13G Page 5 of 5 pages
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ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and 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 its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
FEBRUARY 7, 2008
COPPER ROCK CAPITAL PARTNERS, LLC
By: /s/ Michael A. Forrester
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Michael A. Forrester
Chief Compliance Officer