SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 21, 2000
The Right Start, Inc.
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(Exact Name of Registrant as Specified in Charter)
California 0-19536 95-3971414
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(State or Other (Commission File Number) (IRS Employer No.)
Jurisdiction of Identification
Incorporation)
5388 Sterling Center Drive, Unit C
Westlake Village, California 91361
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(Address of Principal Executive Offices) (Zip Code)
(818) 707-7100
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(Registrant's telephone number, including area code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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As of October 10, 2000, the Registrant received $7.4 million
in aggregate proceeds from the sale of its convertible securities in private
placements as described in the Registrant's filing October 10, 2000 on form 8K.
This filing is being made to disclose (i) the beneficial ownership of the
Registrant's securities and (ii) the ownership by the Registrant's officers,
directors and 10% or greater owners of the Registrant's outstanding common
stock, in each case, taking into account the sale of securities in the private
placements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Ownership Table.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE RIGHT START, INC.
Date: November 21, 2000 /s/ Raymond P. Springer
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Raymond P. Springer
Chief Financial Officer and
Secretary
EXHIBIT INDEX
99.1 Ownership Table.
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Exhibit 99.1
Ownership Table
<TABLE>
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Amount Percent of Beneficial Percentage
of Registrant's Registrant's Ownership of Common
Outstanding Outstanding Including Stock
Name and Address Common Stock Common Stock Convertible Beneficially
of Beneficial Owner (1) Held Held Securities (14) Owned (14)
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<S> <C> <C> <C> <C>
<CAPTION>
Richard A. Kayne (2) 1,829,046 32.6% 5,525,593 59.3%
Kayne Anderson Investment
Management, Inc. (2)
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067
Fred Kayne (3) 427,688 7.6% 1,200,960 18.8%
Fortune Fashions
6501 Flotilla Street
Commerce, CA 90040
The Travelers Insurance (4) 340,688 6.1% 407,355 7.2%
One Tower Square
Hartford, CT 06183
J. Carlo Cannell (5) 318,600 5.7% 318,600 5.7%
Cannell Capital Management
600 California Street
San Francisco, CA 94108
Albert O. Nicholas 312,500 5.6% 312,500 5.6%
Nicholas Co., Inc.
700 North Water Street
Milwaukee, WI 53202
Howard Kaplan 305,000 5.4% 305,000 5.4%
99 Chauncy Street
Boston, MA 02111
Lloyd I. Miller, III (6) 285,900 5.1% 285,900 5.1%
4550 Gordon Drive
Naples, FL 34102
Marilyn Platfoot (8) 357 * 72,709 1.3%
5388 Sterling Center Drive,
Unit C
Westlake Village, CA 91361
Andrew Feshbach (9) -0- * 34,939 *
Big Dog Sportswear
121 Gray Avenue, Suite 300
Santa Barbara, CA 93101
Robert R. Hollman (9) -0- * 27,559 *
Hollman Property Company
1800 Avenue of the Stars
Suite 1400
Los Angeles, CA 90067
Jerry R. Welch (9)(10) -0- * 223,661 3.8%
Kayne Anderson Investment
Management, Inc.
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067
Howard M. Zelikow (9)(10) -0- * 34,939 *
Kayne Anderson Investment
Management, Inc.
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067
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Ronald J. Blumenthal (11) 820 * 93,320 1.6%
5388 Sterling Center Drive,
Unit C
Westlake Village, CA 91361
Raymond Springer -0- * -0- *
5388 Sterling Center Drive,
Unit C
Westlake Village, CA 91361
All executive officers 2,257,911 40.2%(13) 7,213,828 68.2%
and directors
as a group (ten persons) (12)
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</TABLE>
* Less than one percent.
(1) Except as otherwise noted below, the persons named in the table have
sole voting power and investment power with respect to all shares of common
stock shown as beneficially owned by them, subject to community property laws
where applicable.
(2) The 5,525,593 shares include (i) 431,870 shares held directly by Mr.
Kayne (including 41,539 which may be acquired within 60 days upon exercise of
options, 250,000 which may be acquired upon conversion of the Series D Preferred
Stock and 50,000 which may be acquired upon exercise of warrants issued in
connection with the Series D Preferred Stock) and (ii) 5,093,723 shares held by
managed accounts of Kayne Anderson Capital Advisors, L.P.("KA Capital"), a
registered investment adviser (including 400,000 shares which may be acquired
upon conversion of the Series B Preferred Stock, 1,691,650 shares which may be
acquired upon conversion of the Series C Preferred Stock, and 1,263,158 which
may be acquired upon conversion of the Convertible Notes). Mr. Kayne has sole
voting and dispositive power over the shares he holds directly. He has shared
voting and dispositive power along with Kayne Anderson Investment Management,
Inc. ("KAIM, Inc."), the general partner of KA Capital, over the remaining
shares. (Mr. Kayne is the President, Chief Executive Officer and a Director of
KAIM, Inc., and the principal stockholder of its parent company). The shares
held by managed accounts of KA Capital include the following shares held by
investment funds for which KA Capital serves as general partner or manager:
1,440,574 shares held by Kayne Anderson Non-Traditional Investments, L.P.
(including 50,000 shares which may be acquired upon conversion of the Series B
Preferred Stock, 465,200 shares which may be acquired upon conversion of the
Series C Preferred Stock and 315,789 which may be acquired upon conversion of
the Convertible Notes); 1,687,603 shares held by ARBCO Associates, L.P.
(including 50,000 shares which may be acquired upon conversion of the Series B
Preferred Stock, 465,200 shares which may be acquired upon conversion of the
Series C Preferred Stock and 631,579 which may be acquired upon conversion of
the Convertible Notes); 1,164,486 shares held by Kayne Anderson Diversified
Capital Partners, L.P. (including 133,333 shares which may be acquired upon
conversion of the Series B Preferred Stock, 465,200 shares which may be acquired
upon conversion of the Series C Preferred Stock and 189,474 which may be
acquired upon conversion of the Convertible Notes); 591,460 shares held by Kayne
Anderson Capital Partners, L.P. (including 91,667 shares which may be acquired
upon conversion of the Series B Preferred Stock, 211,450 shares which may be
acquired upon conversion of the Series C Preferred Stock and 126,316 which may
be acquired upon conversion of the Convertible Notes); 197,100 shares held by
Kayne Anderson Offshore Limited (including 75,000 shares which may be acquired
upon conversion of the Series B Preferred Stock and 84,600 shares which may be
acquired upon conversion of the Series C Preferred Stock) and 12,500 shares
managed in other accounts. KA Capital disclaims beneficial ownership of the
shares reported, except those shares attributable to it by virtue of its general
partner interests in the limited partnerships holding such shares. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those shares held
by him directly or attributable to him by virtue of his limited and general
partner interests in such limited partnerships and by virtue of his indirect
interest through the interest of KAIM, Inc. in such limited partnerships. The
foregoing is based on information provided by Mr. Kayne and KA Capital in their
13D/A filed November 21, 2000.
(3) Of the 1,200,960 shares beneficially owned, 427,688 shares are held
directly by Mr. Kayne, 83,333 shares may be acquired upon conversion of Series B
Preferred Stock, 175,000 shares may be acquired upon conversion of Series C
Preferred Stock, 400,000 shares may be acquired upon conversion of Series D
Preferred Stock, 80,000 shares may be acquired upon conversion of warrants
granted in connection with the Series D Preferred Stock and 34,939 are
underlying currently exercisable options to purchase common stock. The foregoing
is based on information provided by Mr. Kayne in his 13D/A filed November 13,
2000.
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(4) According to a Schedule 13G filed on February 12, 1999, Citicorp Inc. is
the sole stockholder of Associated Madison Companies, Inc., which is the sole
stockholder of PFS Services, Inc., which is the sole stockholder of The
Travelers Insurance Group, Inc., which is the sole stockholder of The Travelers
Insurance Company, all of which were filers on this schedule. The Schedule 13G
report assumes the exercise of an undisclosed number of common stock warrants
believed by the Registrant to be its Series B Preferred Stock convertible into
66,667 shares of the Registrant's common stock.
(5) According to a Schedule 13G filed on February 15, 2000, other members of
the reporting group are Tonga Partners, LP, The George S. Sarlo 1995 Charitable
Remainder Trust, The Cuttyhunk Fund Limited, Goldman Sachs and Anegada Fund,
Ltd.
(6) According to a Schedule 13G filed on February 14, 2000, Mr. Miller
shares dispositive and voting power on 149,250 shares of the reported securities
as an adviser to the trustee of certain family trusts and Mr. Miller has sole
voting and dispositive power on 136,650 of the reported securities owned by him
personally and/or as the manager of a limited liability company that is the
general partner of a limited partnership.
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(7) The Registrant currently has 5,617,275 shares of common stock
outstanding.
(8) Includes currently exercisable options to purchase 72,500 shares of
common stock and 300 and 57 shares held by the Registrant's Employee Stock
Purchase Plan and Employee Stock Ownership Plan, respectively, for the benefit
of Ms. Platfoot.
(9) All shares consist of currently exercisable options to purchase common
stock.
(10) Messrs. Welch and Zelikow are officers and Managing Directors of KAIM,
Inc.; however, they disclaim beneficial ownership with respect to shares held by
KAIM, Inc. or any of its affiliates.
(11) Includes currently exercisable stock options to purchase 92,500 shares
of common stock and 820 shares held by the Registrant's Employee Stock Ownership
Plan for the benefit of Mr. Blumenthal.
(12) Includes options and common stock beneficially owned by executive
officers and directors.
(13) The number of shares of the Registrant's issued and outstanding common
stock not owned directly or indirectly by directors, officers or 10% holders is
3,359,364.
(14) Calculated pursuant to Rule 13(d)-3 promulgated under Securities
Exchange Act of 1934, as amended. Includes common stock of the Registrant that
can be obtained through the exercise of convertible securities such as options,
warrants, convertible debt and convertible equity either presently or within 60
days.
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