SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Castle Brands Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
148435100
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(CUSIP Number)
Gregg Colburn and
Lance Breiland
Interlachen Capital Group LP
800 Nicollet Mall, Suite 2500
Minneapolis, Minnesota 55402
(612) 659-4450
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* 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).
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INTERLACHEN CAPITAL GROUP LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
-0-
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,433,947
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,433,947
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,433,947
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ANDREW FRALEY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
-0-
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,433,947
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,433,947
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,433,947
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 4 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JONATHAN HAVICE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,433,947
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,433,947
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,433,947
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 5 OF 8 PAGES
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of common stock,
$0.01 par value per share (the "Shares"), of Castle Brands Inc., a Delaware
corporation (the "Issuer"). The principal executive office of the Issuer is
located at 570 Lexington Avenue, 29th Floor, New York, New York 10022.
Item 2. Identity and Background.
(a) This statement is filed by Interlachen Capital Group LP, a Delaware
limited partnership ("Interlachen"), Andrew Fraley and Jonathan Havice
(collectively, the "Reporting Persons").
(b) The principal business address of the Reporting Persons is 800
Nicollet Mall, Suite 2500, Minneapolis, Minnesota 55402.
(c) The principal business of Interlachen is investing for funds and
accounts under its management. Mr. Fraley is the Chief Investment Officer of
Interlachen. Mr. Havice is the Chief Operating Officer and Head of Risk
Management of Interlachen.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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
violation with respect to such laws.
(f) Messrs. Fraley and Havice are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
Funds for the purchase of the Shares reported herein were derived from the
available capital of affiliated accounts under the Reporting Persons' control
and margin account borrowings made in the ordinary course of business. A total
of approximately $3.02 million was paid to acquire such Shares.
Item 4. Purpose of Transaction.
The Reporting Persons originally acquired the Shares reported herein for
investment in the ordinary course of business because they believed that the
Shares, when purchased, were undervalued and represented an attractive
investment opportunity.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may engage in discussions with management, the
board of directors, other shareholders of the Issuer, potential acquirers and
strategic partners of the Issuer and other relevant parties concerning the
business, operations, management, strategy and future plans of the Issuer,
including acquisitions, divestitures, and the provision of financing in
connection with any of the foregoing. As part of this review, the Reporting
Persons have engaged or may in the future engage legal and financial advisors
to assist them in such review. Depending on various factors including, without
limitation, the Issuer's financial position and strategic direction, the
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 6 OF 8 PAGES
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outcome of the discussions and actions referenced above, actions taken by the
board of directors, price levels of the Shares, other investment opportunities
available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, (i) purchasing additional Shares
or selling some or all of their Shares, (ii) engaging in short selling of or any
hedging or similar transactions with respect to the Shares, (iii) proposing or
seeking to take control of or enter into a strategic transaction with the Issuer
or participating with others proposing or seeking to take control of or enter
into a strategic transaction with the Issuer, and/or (iv) otherwise changing
their intention with respect to any and all matters referred to in Item 4 of
Schedule 13D.
Except as set forth herein or as would occur upon completion of any
of the actions discussed herein, including in any Exhibits hereto, the Reporting
Persons have no present plan or proposal 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 Company.
(a) As of the close of business on December 14, 2007, the Reporting Persons
may be deemed to beneficially own 1,433,947 Shares constituting approximately
9.2% of the Shares outstanding. In addition to the Shares beneficially owned and
reported herein, the Reporting Persons hold 134,000 Warrants (as defined below).
The Warrants may not be exercised if, after such exercise, the Reporting Persons
would beneficially own, as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, including, without limitation, any beneficial ownership
determinations based on any Reporting Persons being deemed part of a group for
purposes of Section 13(d), more than 4.999% of the number of shares of Common
Stock then issued and outstanding, unless the Reporting Persons elect to
increase or decrease their ownership limit (with any increase only being
effective on 61 days prior written notice to the Issuer) to a different
percentage not in excess of 9.999% (all of the foregoing, the "Blocker").
The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Persons is based upon 15,629,776 Shares outstanding, which is
the total number of Shares outstanding as reported in the Issuer's quarterly
report on Form 10-Q filed on November 14, 2007 for the period ended September
30, 2007.
(b) As the investment manager of the fund that directly owns the 1,433,947
Shares reported herein, Interlachen exercises the power to vote or direct the
voting, and to dispose or direct the disposition, of 1,433,947 Shares. By virtue
of Mr. Fraley's and Mr. Havice's positions as the sole managing members of the
general partner of Interlachen, both Messrs. Fraley and Havice are deemed to
have shared voting power and shared dispositive power with respect to all Shares
as to which Interlachen has voting power or dispositive power. Accordingly, the
Reporting Persons are deemed to have shared voting and shared dispositive power
with respect to 1,433,947 Shares. Messrs. Fraley and Havice expressly disclaim
beneficial ownership of the Shares reported herein.
(c) The transactions in the Shares effected by the Reporting Person during
the past sixty days are set forth below. All of the transactions in Shares
listed below were effected either in open market purchases on the AMEX market
through various brokerage entities or through private transactions.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
10/18/07 7,200 3.42
10/19/07 2,000 3.50
10/22/07 20,800 3.497
10/24/07 8,100 3.004
10/25/07 8,300 2.928
11/01/07 332 3.00
11/28/07 38,100 1.178
11/29/07 3,000 1.07
11/30/07 55,000 1.178
12/05/07 1,000,000 1.00
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 7 OF 8 PAGES
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(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 Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On April 18, 2007, the Issuer entered into a Securities Purchase
Agreement (the "SPA") with an investment fund managed by Interlachen and the
other investors named therein (the "Investors"), pursuant to which the Issuer
agreed to sell in a private placement a total of 3,520,035 shares of its common
stock for aggregate gross proceeds of $21,014,608.95. As part of the
transaction, the Investors received warrants to purchase approximately 1,408,014
additional shares at an exercise price of $6.57 per share (the "Warrants"). The
Warrants will remain exercisable for a period of five years from the closing of
the offering. The Warrants contain anti-dilution protection for stock splits and
similar events, but do not contain any price-based anti-dilution adjustments.
The foregoing description of the SPA is qualified in its entirety by reference
to the full text of the SPA attached as Exhibit 10.1 to the Issuer's Form 8-K
filed on April 20, 2007.
On April 18, 2007, the Issuer entered into a Registration Rights
Agreement (the "Registration Rights Agreement") with the Investors pursuant to
which the Issuer agreed to register the resale of the shares of common stock
sold to the Investors pursuant to the SPA, including the shares issuable upon
exercise of the Warrants. The Company agreed to file with the SEC a registration
statement with respect to this registration within 30 days after closing. If
certain of its obligations under the Registration Rights Agreement are not met,
the Company agreed to make pro-rata liquidated damages payments to each
Investor. The foregoing description of the SPA is qualified in its entirety by
reference to the full text of the Registration Rights Agreement attached as
Exhibit 10.2 to the Issuer's Form 8-K filed on April 20, 2007.
Except as otherwise set forth herein, the Reporting Persons do not
have any contract, arrangement, understanding or relationship with any person
with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement dated December 17, 2007
Exhibit B - Power of Attorney dated December 13, 2007
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CUSIP NO. 148435100 SCHEDULE 13D PAGE 8 OF 8 PAGES
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SIGNATURES
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: December 17, 2007
INTERLACHEN CAPITAL GROUP LP
By: /s/ Andrew Fraley
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Name: Andrew Fraley
Title: Chief Investment Officer
/s/ Andrew Fraley
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ANDREW FRALEY
/s/ Gregg Colburn
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Name: GREGG COLBURN, as Attorney-
In-Fact for Jonathan Havice
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D may be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Dated: December 17, 2007
INTERLACHEN CAPITAL GROUP LP
By: /s/ Andrew Fraley
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By: Andrew Fraley
Title: Chief Investment Officer
/s/ Andrew Fraley
--------------------------------
ANDREW FRALEY
/s/ Gregg Colburn
--------------------------------
By: GREGG COLBURN, as Attorney-
In-Fact for Jonathan Havice
EXHIBIT B
POWER OF ATTORNEY
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Each of the undersigned hereby appoints Andrew Fraley, Jonathan Havice, Gregg
Colburn and Lance Breiland, or any of them, his true and lawful attorney-in-fact
and agent to execute and file with the Securities and Exchange Commission any
Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any amendments thereto and
any related documentation which may be required to be filed in his individual
capacity as a result of the undersigned's beneficial ownership of, or
participation in a group with respect to, securities directly or indirectly
beneficially owned by Interlachen Capital Group LP or any of its affiliates, and
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof. The authority of Andrew
Fraley, Jonathan Havice, Gregg Colburn and Lance Breiland, or any of them, under
this Power of Attorney shall continue with respect to the undersigned until the
undersigned is no longer required to file Schedule l3Ds, Schedule l3Gs, Forms 3,
Forms 4, or Forms 5, unless revoked earlier in writing.
Date: December 13, 2007
/s/ Andrew Fraley
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Andrew Fraley
/s/ Jonathan Havice
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Jonathan Havice