Castle Brands Inc
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No.___)*
Castle Brands Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
148435100
(CUSIP Number)
Steven Rubin
4400 Biscayne Boulevard, Suite 1500
Miami, Florida 33137
Telephone: (305) 575-6015
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 2008
(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 which 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.
* 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 on the remainder of this cover page shall not be deemed to be “filed”
for 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).
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CUSIP No. |
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148435100 |
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NAMES OF REPORTING PERSONS
Phillip Frost, M.D. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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648,526* |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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237,400** |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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648,526* |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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237,400** |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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885,926*** |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.6% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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Includes vested warrants and options to purchase 48,750 Common Shares (as defined herein). |
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Includes vested warrants to purchase 162,000 Common Shares. |
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| *** |
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Includes vested warrants and options to purchase 210,750 Common Shares. |
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CUSIP No. |
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148435100 |
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NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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75,400 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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0 |
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SHARED DISPOSITIVE POWER |
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75,400 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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75,400 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.5% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP No. |
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148435100 |
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NAMES OF REPORTING PERSONS
Frost Nevada Investments Trust |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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162,000** |
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9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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0 |
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SHARED DISPOSITIVE POWER |
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162,000** |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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162,000** |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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Includes vested warrants to purchase 162,000 Common Shares. |
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CUSIP No. |
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148435100 |
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SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value
$0.01 per share (the “Common Shares”), of Castle Brands Inc., a Delaware corporation (the
“Issuer”). The principal executive offices of the Issuer are located at 570 Lexington Avenue,
29th Floor, New York, New York 10022.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Phillip Frost, M.D., an individual (“Frost”), Frost
Gamma Investments Trust, a trust organized under the laws of Florida (the “Gamma Trust”), and Frost
Nevada Investments Trust, a trust organized under the laws of Florida (the “Nevada Trust”, and
together with the Gamma Trust, the “Trusts”; and the Trusts, together with Frost, the “Reporting
Persons”).
(b) Each Reporting Person has a business address of 4400 Biscayne Boulevard, Suite 1500,
Miami, Florida 33137.
(c) Frost’s present principal occupation is Chairman and Chief Executive Officer of OPKO
Health, Inc., a specialty healthcare company incorporated in Delaware whose address is 4400
Biscayne Boulevard, Suite 1180, Miami, Florida 33137.
Each of the Trusts is a trust organized under the laws of the State of Florida. The principal
business of each Trust is making and holding investments.
(d) and (e) To the knowledge of each Reporting Person, during the last five years, no
Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body
resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding any violations with
respect to such laws.
(f) Frost is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the acquisition of the Common Shares beneficially owned by the
Reporting Persons was from the working capital of the respective Trusts. The purchase price for
such Common Shares was approximately $3,176,382.20, or
$4.70 per share.
Item 4. Purpose of Transaction
The Reporting Persons are engaged in discussions with management and representatives of the
board of directors (and a special committee thereof) of the Issuer concerning a potential financing
and acquisition transaction that could, if consummated, result in a change of control of the Issuer, and intend to
evaluate confidential information relating to the Issuer in connection therewith. For this
purpose, the Reporting Persons and the Issuer have entered into a non-disclosure agreement. The
Reporting Persons intend to continue these negotiations and to closely evaluate the performance of
the Issuer, including, but not limited to, the continued analysis and assessment of the Issuer’s
share price, business, assets, operations, financial condition, capital structure, management and
prospects. The Reporting Persons have contacted and may contact other stockholders, debtholders and other
stakeholders of the Issuer to discuss their views as to any of the foregoing. As a result of the
foregoing, the Reporting Persons may be deemed to hold the Common
Shares beneficially owned by them with the purpose or effect of changing or influencing
control of the Issuer.
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CUSIP No. |
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148435100 |
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Until definitive documentation is executed, the parties have no binding legal obligation to
close the potential financing and acquisition transaction being discussed. There can be no
assurances that an agreement with respect to such a transaction will be reached, or, if an
agreement is reached, that any such transaction will be consummated.
Depending upon the outcome of their negotiations with the Issuer and discussions with other
stockholders, debtholders and other stakeholders of the Issuer, the Reporting Persons will continue
to evaluate and analyze the Issuer, and based upon such analysis and such other factors which the
Reporting Persons may consider relevant, the Reporting Persons may or may not take any action that
would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) The Reporting Persons beneficially own Common Shares as follows:
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Number of |
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Sole or Shared |
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Sole or Shared |
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% of Total |
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Common Shares |
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Voting |
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Dispositive |
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Outstanding(1) |
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Phillip Frost, M.D. |
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648,526 |
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Sole |
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Sole |
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4.1 |
% |
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237,400 |
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Shared(2)(3) |
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Shared(2)(3) |
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1.5 |
% |
Total: |
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885,926 |
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5.6 |
% |
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Frost Gamma Investments Trust |
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75,400 |
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Shared(2) |
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Shared(2) |
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0.5 |
% |
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Frost Nevada Investments Trust |
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162,000 |
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Shared(3) |
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Shared(3) |
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1.0 |
% |
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| (1) |
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The calculation of the percentage is based on 15,629,776 Common Shares outstanding as of
August 14, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2008 filed with the Securities and Exchange Commission on August 14, 2008. |
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Frost is the sole trustee of the Gamma Trust and may be deemed to share beneficial ownership
of the Common Shares held by the Gamma Trust with the Gamma Trust. Frost Gamma Limited Partnership
is the sole and exclusive beneficiary of the Gamma Trust. Frost is one of two limited partners of
Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost
Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost
is also the sole shareholder of Frost-Nevada Corporation. |
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Frost is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership
of the Common Shares held by the Nevada Trust with the Nevada Trust. Frost-Nevada Limited
Partnership is the sole and exclusive beneficiary of the Nevada Trust. Frost is one of five
limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada
Corporation, the sole general partner of Frost-Nevada Limited Partnership. |
(c) No Reporting Person has effected any transactions in the Common Shares in the past 60
days.
(d) No person (other than the Reporting Persons) is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
(e) Not applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None.
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| Item 7. |
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Material to be Filed as Exhibits |
None.
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.
Dated as of September 15, 2008
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/s/ Phillip Frost, M.D.
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Phillip Frost, M.D. |
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FROST GAMMA INVESTMENTS TRUST
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By: |
/s/ Phillip Frost, M.D.
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Name: |
Phillip Frost, M.D. |
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Title: |
Trustee |
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FROST NEVADA INVESTMENTS TRUST
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By: |
/s/ Phillip Frost, M.D.
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Name: |
Phillip Frost, M.D. |
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Title: |
Trustee |
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