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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
ODWALLA, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
676111107
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(CUSIP Number)
Catterton-Simon Partners III, L.P.
9 Greenwich Office Park, Third Floor
Greenwich, CT 06830
Attn: Craig Sakin
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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 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. 676111107 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CATTERTON-SIMON PARTNERS III, L.P. EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,493,461
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,493,461
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,493,461
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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)
13.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 676111107 13D Page 3 of 11 Pages
------------------ ----- -----
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CATTERTON-SIMON MANAGING PARTNER III, L.L.C. EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
See Item 5
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
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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)
See Item 5.
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock, no par value, of Odwalla, Inc., a California corporation
("Odwalla" or the "Company"). The principal executive office of the Company is
120 Stone Pine Road, Half Moon Bay, CA 94019. Information given in response to
each item shall be deemed incorporated by reference in all other items.
Item 2. Identity and Background
This Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"):
(i) Catterton-Simon Partners III, L.P. ("CSP"). CSP is a private
venture capital investment partnership. The business address of CSP is 9
Greenwich Office Park, Third Floor, Greenwich, CT 06830.
(ii) Catterton-Simon Managing Partner III, L.L.C. ("CSMP"). CSMP
is CSP's sole general partner. CSMP's sole function is to act as the general
partner of CSP. The business address of CSMP is 9 Greenwich Office Park, Third
Floor, Greenwich, CT 06830.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation or
organization in which each such employment is conducted of each Manager of CSMP
with regard to the Common Stock of the Company are set forth on Schedule A,
attached hereto.
During the past five (5) years, none of the Reporting Persons and
the persons named on Schedule A have been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Stock Purchase Agreement, dated as of February
11, 2000, as amended on May 2, 2000 by and among U.S. Equity Partners, L.P., a
Delaware limited partnership ("USEP Delaware"), U.S. Equity Partners (Offshore),
L.P., a Cayman Islands limited partnership ("USEP Offshore"), BancBoston
Investments, Inc., a Massachusetts corporation ("BancBoston", and, collectively
with USEP Delaware and USEP Offshore, "WP"), CSP and the Company (the "Purchase
Agreement"), CSP purchased 160,128 shares of Common Stock of the Company for
$1,000,000. The source of funds used by CSP to make this purchase was from
working capital.
Pursuant to the Preferred Stock Conversion Agreement, dated as of
April 24, 2000, by and between the Company and CSP (the "Conversion Agreement"),
CSP converted 1,074,666 shares of the Company's Series A Preferred Stock and
canceled an outstanding Warrant, dated as of February 10, 1999, to purchase
75,000 shares of the Company's Common Stock at $10.00 per Share, in exchange for
1,333,333 shares of Common Stock of the Company.
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Item 4. Purposes of Transactions
The principal purpose for the transaction described under Item 3
above was to purchase securities of the Company for long-term capital
appreciation. Pursuant to the Shareholders' Rights Agreement, dated as of May 2,
2000, among the Company, USEP Delaware, USEP Offshore, BancBoston, CSP and
certain principal shareholders and management of the Company (the "Shareholders'
Rights Agreement"), CSP will have the right to designate one Director to the
Board of Directors of the Company. For a more detailed description of the above
arrangements, see Item 6 below.
The Reporting Persons intend to review from time to time their
investment in the Company and depending on such review may consider from time to
time various alternative courses of action. In addition, depending on prevailing
conditions from time to time, including, without limitation, price and
availability of shares, future evaluations by the Reporting Persons of the
business and prospects of the Company, regulatory requirements, other investment
opportunities available to the Reporting Persons and general stock market and
economic conditions, and subject to applicable restrictions under the
Shareholders' Rights Agreement (discussed below), the Reporting Persons may
determine to increase CSP's investment or sell all or part of its investment
in the Company through open-market purchases, privately negotiated transactions
or otherwise.
Except as set forth above, the Reporting Persons do not have any
plans or proposals that relate to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company, (b) an extraordinary corporate transaction involving the Company
or any of its subsidiaries, (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, (d) any change in the present
Board of Directors or management of the Company, (e) any material change in the
present capitalization or dividend policy of the Company, (f) any other material
change in the Company's business or corporate structure, (g) any change in the
Company's charter or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Company by any person,
(h) causing a class of securities of the Company to be deregistered or delisted,
(i) a class of equity securities of the Company becoming eligible for
termination of registration, or (j) any action similar to any of the enumerated
actions above.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to the Purchase Agreement and the Conversion
Agreement, CSP directly holds 1,493,461 shares, representing 13.5%, of the
Common Stock based on the 11,031,985 shares of Common Stock issued and
outstanding. As the sole general partner of CSP, CSMP may be deemed to be an
indirect beneficial owner of all shares of Common Stock owned by CSP. Under the
terms of the Catterton-Simon Managing Partner III, L.L.C. Operating Agreement,
dated September 9, 1996, among CSMP, Member Interest Holding, L.L.C., IPP96
L.P., and J.P.B. Enterprises, Inc. (the "LLC Agreement"), decisions taken by
CSMP regarding the Common Stock of the Company requiring a majority vote of the
members of CSMP must receive the affirmative vote of at least two of Craig
Sakin, J. Michael Chu and Frank M. Vest, Jr., with certain exceptions. The
persons named on Schedule A beneficially own no shares of Common Stock of the
Company.
(b) The responses of CSP to Items 7 through 11 of the portions of
the cover page of this Schedule 13D that relate to shares of Common Stock
beneficially owned by such Reporting Person are incorporated herein by
reference. CSMP may be deemed to have sole dispositive and voting power over the
shares of Common Stock of the Company owned by CSP.
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(c) To the best knowledge of the Reporting Persons, other than as
reported on this Schedule 13D, none of the Reporting Persons or the persons
named on Schedule A have effected a transaction in shares of Common Stock of the
Company during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of Common Stock of the
Company beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
(i) Stock Purchase Agreement. Pursuant to the Purchase Agreement,
dated as of February 11, 2000, as amended May 2, 2000, by and among the Company,
USEP Delaware, USEP Offshore, BancBoston and CSP, CSP purchased 160,128 shares
of Common Stock of the Company.
(ii) Preferred Stock Conversion Agreement. Pursuant to the
Conversion Agreement, dated as of April 24, 2000, by and between the Company and
CSP, CSP received 1,333,333 shares of Common Stock of the Company.
(iii) Shareholders' Rights Agreement. In connection with the
Purchase Agreement, the Company, USEP Delaware, USEP Offshore, BancBoston, CSP
and certain principal shareholders and management of the Company (collectively,
the "Shareholders") entered into a Shareholders' Rights Agreement, dated as of
May 2, 2000. The Shareholders' Rights Agreement grants the parties to the
agreement rights to register their shares of Common Stock, co-sale rights in the
event another party sells its shares of Common Stock, a standstill agreement
with respect to the purchase of additional shares of Common Stock and transfer
restrictions with respect to shares of Common Stock under certain cases for one
year from the date of the Shareholders' Rights Agreement, and a voting agreement
to elect members of the Board of Directors of the Company. The Shareholders'
Rights Agreement also grants the Company a right of first offer with respect to
transfers of Common Stock by CSP.
(a) Registration Rights. The parties to the Shareholders'
Rights Agreement may request that the Company effect the registration of their
shares of Common Stock of the Company on a Form S-3 registration statement,
provided that the gross proceeds of the offering to which the request applies
are expected to be at least $1,000,000. If the Company is not eligible to use a
Form S-3 registration statement, then the shareholders may request that it use a
Form S-1 or S-2 registration statement, provided that the gross proceeds of the
offering to which the request applies are expected to be at least $5,000,000.
Promptly after receipt of the notice, the Company is obligated to give written
notice of the requested registration to all other shareholders who have
registration rights with respect to their shares. The Company will then use its
commercially reasonable best efforts to expeditiously effect the registration
under the Securities Act of 1933 of the subject shares of Common Stock of the
Company. In the event the Company is going to register the shares on a Form S-3
registration statement, it shall include additional disclosure in the
registration statement and the prospectus used in connection with the
registration statement as reasonably requested by the majority of the
shareholders participating in the registration or, in the case of an
underwritten offering, by the managing underwriter(s), to successfully market
the Common Stock of the Company offered in the registration. The right of the
Shareholders to request registration of their shares of Common Stock under the
Shareholders' Rights Agreement is subject to limitations, including that the
Company is not obligated to effectuate more than two registrations on a Form S-1
or S-2 registration statement or any registration more
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than twice in a single year, or if the Chairman of the Board or the Chief
Executive Officer of the Company delivers a certificate to the shareholders
stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company and its shareholders for the registration to be
effected at that time, in which case the Company may defer the filing of the
registration statement for a period of not more than 90 days.
The parties to the Shareholders' Rights Agreement also have "piggy back"
rights in the event the Company elects to file a registration statement for its
own account or for the account of any of its shareholders (unless the
registration is in relation to employee compensation plans or transactions
contemplated by Rule 145 of the Securities Act of 1933, as amended). In the
event the Company decides to file this type of registration statement, it must
notify the parties to the Shareholders' Rights Agreement 30 days prior to the
projected filing date and offer the recipients of the notice the opportunity to
include their respective shares in the registration. Those Shareholders wishing
to include their shares of Common Stock of the Company in the registration must
respond within 20 days.
The registration rights of the Shareholders described above are subject
to conditions and limitations, among them the right of the underwriters of an
offering to limit the number of shares included in the registration. The
registration rights terminate, with respect to a given Shareholder, as of the
date when all shares of common stock held by the Shareholder may be sold
pursuant to Rule 144 under the Securities Act of 1933 during any 90 day period.
(b) Right of First Offer. Upon execution of the
Shareholders' Rights Agreement, the Company shall have a right of first offer
with respect to transfers of stock held by CSP, WP and Bain Capital Fund VI,
L.P. ("Bain"). If any of CSP, WP or Bain wish to transfer all or a portion of
their shares of Common Stock of the Company, they must give the Company and the
other two of CSP, WP and Bain a notice setting forth the price and number of
shares. If the Company does not purchase the shares at the price offered within
45 days of the notice, then, subject to the co-sale rights described below, the
party desiring to transfer its shares has 120 days from the expiration of the
prior 45 day period to transfer its shares at a price not less than the price
specified in the notice.
The Company's right of first offer is limited and does not apply to all
proposed transfers, including those to affiliates, family members and domestic
partners of Shareholders, transfers pursuant to a registration statement or
through a broker and transfers that do not exceed 5% of the fully diluted Common
Stock of the Company. The right of first offer terminates upon a change in
control of the Company or a sale of all or substantially all of the Company's
assets.
(c) Co-Sale Rights. In the event the Company does not
purchase the shares described in the paragraphs above, then CSP, WP and Bain
shall have the right to include a portion of the shares they own in the proposed
transfer. If the proposed transferee does not wish to purchase all of the shares
offered by the original transferor and those exercising co-sale rights, then the
number of shares of all parties desiring to transfer their shares shall be
reduced proportionately. The co-sale rights in favor of CSP, WP and Bain are
limited by, and terminate upon, the same circumstances as the right of first
offer.
(d) Voting Agreement. All of the parties to the
Shareholders' Rights Agreement agree, subject to some limitations, to vote their
shares of Common Stock of the Company to set the size of the board of directors
of the Company and elect nominees to the board designated by specific major
shareholders. Pursuant to the terms of the Shareholders' Rights Agreement, the
board shall include the following:
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- one member nominated by CSP as long as CSP holds at least 5% of
the outstanding common stock of the Company, who shall initially
be Craig H. Sakin;
- one member nominated by WP as long as WP holds at least 5% of the
outstanding common stock of the Company, who shall initially be
Ellis B. Jones;
- one member nominated by the Chief Executive Officer of the
Company, who shall initially be D. Stephen C. Williamson; and
- two members nominated by Bain or Samantha Investors, LLC
("Samantha Investors") as long as Bain holds at least 20% of the
outstanding Common Stock of the Company or one member nominated
by Bain as long as Bain or Samantha Investors holds at least 5%
but less than 20% of the outstanding common stock of the Company.
In addition, if required by the National Association of Securities
Dealers to ensure the required number of independent directors on the board, the
board shall include:
- one member nominated by Bain or Samantha Investors as long as
Bain holds at least 20% of the outstanding Common Stock of the
Company; and
- one member nominated collectively by the Company's Chief
Executive Officer, WP and CSP.
(e) Standstill. CSP, WP and Bain also agree not to
increase their ownership percentage in the Company (other than as a result of
the purchase of debt securities or as a result of the purchase of up to 5% of
any class of any publicly-traded equity securities of the Company, CSP, WP or
Bain), to solicit votes of the Company shareholders against any matter
recommended by the board of directors of the Company, or make an unsolicited
offer to acquire the Company. These limitations on ownership are suspended if
there is an acquisition proposal regarding the Company that is not instituted by
the CSP, WP or Bain, a public announcement that the Company is "for sale," or
the adoption of a plan of liquidation or dissolution by the Company's board of
directors.
(f) Lockup. Subject to the same permitted transfers under
the right of first offer and co-sale right, each of the parties thereto agree
not to transfer any shares of the Common Stock of the Company for a period of
one year.
By virtue of the Shareholders' Rights Agreement, the parties thereto may
be deemed a group.
(iv) Letter Agreement. Bain and CSP entered into a Letter
Agreement, dated May 1, 2000 (the "Letter Agreement"). Pursuant to this Letter
Agreement, Bain grants CSP the right to approve the Bain Shareholders'
independent director designee to the Board of Directors of the Company, if any
such director is to be so designated by Bain, as a condition to the Bain
Shareholders nominating such designee to the Board of Directors of the Company
pursuant to the Shareholders' Rights Agreement, for so long as CSP holds at
least 5% of the issued and outstanding Common Stock of the Company.
Item 7. Materials to Be Filed as Exhibits
Exhibit 1: Joint Filing Agreement among the Reporting Persons.
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Exhibit 2: Stock Purchase Agreement, dated as of February 11, 2000, by and among
Odwalla, Inc., U.S. Equity Partners, L.P. and Catterton-Simon Partners III, L.P.
Exhibit 3: Amendment No. 1 to Stock Purchase Agreement, dated as of May 2, 2000,
by and among Odwalla, Inc., U.S. Equity Partners, L.P., U.S. Equity Partners
(Offshore), L.P., BancBoston Investments, Inc. and Catterton-Simon Partners III,
L.P.
Exhibit 4: Preferred Stock Conversion Agreement, dated as of April 24, 2000, by
and between Odwalla, Inc. and Catterton-Simon Partners III, L.P.
Exhibit 5: Shareholders' Rights Agreement, dated as of May 2, 2000, by and among
Odwalla, Inc., Samantha Investors, L.L.C., and certain other Persons.
Exhibit 6: Letter Agreement, dated May 1, 2000, by and between Bain Capital Fund
VI, L.P. and Catterton-Simon Partners III, L.P.
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: May __, 2000
CATTERTON-SIMON PARTNERS III, L.P.
By its General Partner:
Catterton-Simon Managing Partner III, L.L.C.
By: /s/ Craig Sakin
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Name: Craig Sakin
Title: Manager
CATTERTON-SIMON MANAGING PARTNER III, L.L.C.
By: /s/ Craig Sakin
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Name: Craig Sakin
Title: Manager
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SCHEDULE A
Managers
of
Catterton-Simon Managing Partner III, L.L.C.
The name and title of the Managers of Catterton-Simon Managing
Partner III, L.L.C. ("CSMP") and their business addresses and principal
occupations are set forth below. If no address is given, the Manager's business
address is that of CSMP at 9 Greenwich Office Park, Third Floor, Greenwich, CT
06830. Each occupation set forth opposite an individual's name refers to CSMP
and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
Craig Sakin Manager
J. Michael Chu Manager
Frank M. Vest, Jr. Manager
10 Hale Street, Suite 205
Charleston, WV 25301
