SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETOFILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GARDENBURGER, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
365476100
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(CUSIP Number)
ROSEWOOD CAPITAL III, L.P.
ONE MARITIME PLAZA, SUITE 1330
SAN FRANCISCO, CALIFORNIA 94111
(415) 362-5526
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JANUARY 19, 2000
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*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
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but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 365476100
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1) Name of Reporting Person Rosewood Capital III, L.P.
2) Check the Appropriate Box if a Member of a Group a) [ ]
b) [x]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings is [ ]
Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization State of Delaware
NUMBER OF SHARES 7) Sole Voting Power 1,250,050
BENEFICIALLY OWNED 8) Shared Voting Power -0-
BY EACH REPORTING 9) Sole Dispositive Power 1,250,050
PERSON WITH 10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each 1,250,000
Reporting Person (See Instructions)
12) Check if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares
13) Percent of Class Represented by Amount in 12.4%
Row (11)
14) Type of Reporting Person (See Instructions) PN
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This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on April 23, 1999 (collectively, with all amendments thereto, the
"Schedule 13D").
Item 4. Purpose of Transaction
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Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
The purpose of the acquisition of the Preferred Stock is for
investment, and the acquisition of the Preferred Stock was made in the ordinary
course of business.
Pursuant to that certain Stock Purchase Agreement dated as of March 29,
1999 (the "Stock Purchase Agreement"), Rosewood purchased the Preferred Stock
from the Issuer on April 14, 1999. The Stock Purchase Agreement is incorporated
herein by reference from Exhibit 10.1 of the Current Report on Form 8-K filed by
the Issuer on April 1, 1999. The prior Schedule 13D stated that the Preferred
Stock was immediately convertible into the Shares at a 1:1 ratio. The Series A
Preferred remains convertible into the Shares at a 1:1 ratio. As of January 19,
2000, the Series B Preferred became presently convertible into the Shares at a
2.667:1 ratio. The conversion ratios of the Series A Preferred and Series B
Preferred remain subject to adjustment according to the terms and conditions set
forth in the Determination of Terms of Series A Preferred Stock and
Determination of Terms of Series B Preferred Stock, respectively. The Preferred
Stock is entitled to certain liquidation preference, dividend and redemption
rights. The Preferred Stock has the right to approve certain significant
transactions of the Issuer.
So long as 1,408,875 shares of Series A Preferred remain outstanding,
the holders of Series A Preferred are entitled to elect two directors to the
board of directors of the Issuer. As a condition to Rosewood's obligation to
purchase the Preferred Stock, the Issuer's board of directors appointed Anderson
as one of the two Series A Preferred designees to the board of directors of the
Issuer. In addition, the Series A Preferred and Series B Preferred may vote with
the Shares to elect all other members to the board of directors of the Issuer.
In addition, pursuant to the Stock Purchase Agreement, the Issuer
entered into (i) an Investor Rights Agreement with the purchasers of the
Preferred Stock dated as of April 14, 1999 which provides the purchasers with
certain registration rights and (ii) an Amendment No. 2 dated as of April 14,
1999 to that certain Rights Agreement dated as of April 25, 1996, as amended by
that certain Amendment No. 1 dated as of March 26, 1998 ("Rights Agreement"),
regarding certain shareholder rights. The Rights Agreement is incorporated by
reference herein from Exhibit 4 to the Form 8-K filed by the Issuer on May 8,
1996. Amendment No. 1 to the Rights Agreement is incorporated by reference
herein from Exhibit 10.3 to the Form 10-Q filed by the Issuer for the quarterly
period ended March 31, 1998.
Although Rosewood has no specific plan or proposal to acquire or
dispose of the Shares, consistent with its investment purpose, it may from time
to time acquire additional Shares or dispose of any or all of its Shares an
depending upon
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ongoing evaluation of the investment in the Shares, prevailing market
conditions, other investment opportunities, liquidity requirements of Rosewood,
or other investment considerations.
Except as set forth in this Item 4 and in Item 5, Rosewood has no plan
or proposal that relate to or would result in: (i) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any vacancies on the board of directors; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (x)
any action similar to those enumerated above.
Rosewood reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 7. Materials to be Filed as Exhibits
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Item 7 of the Schedule 13D is amended to include the following
materials:
There is filed herewith as Exhibit 9 the Notice received by the Company
regarding the new conversion ratio for the Series B Preferred.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
Rosewood Capital
III, L.P.
By: Rosewood Capital Associates LLC,
Its General Partner
Date: March 30, 2000 By /s/ Kyle A. Anderson
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Kyle A. Anderson,
Managing Member
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EXHIBIT INDEX
EXHIBIT 1 Letter Agreement amending and waiving the terms of the Stock
Purchase Agreement
EXHIBIT 2 Determination of Terms of Series A Convertible Preferred Stock
EXHIBIT 3 Determination of Terms of Series B Convertible Preferred Stock
EXHIBIT 4 Investor Rights Agreement
EXHIBIT 5 Amendment No. 2 to the Rights Agreement
EXHIBIT 6 Stock Purchase Agreement, incorporated by reference herein from
Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer
on April 1, 1999.
EXHIBIT 7 The Rights Agreement, incorporated by reference herein from Exhibit
4 to the Form 8-K filed by the Issuer on May 8, 1996.
EXHIBIT 8 Amendment No. 1 to the Rights Agreement, incorporated by
reference herein from Exhibit 10.3 to the Form 10-Q filed by
the Issuer for the quarterly period ended March 31, 1998.
EXHIBIT 9 Notice regarding the new conversion ratio of the Series B Preferred.
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EXHIBIT 9
NOTICE REGARDING THE NEW CONVERSION RATIO OF THE SERIES B PREFERRED
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