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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Saratoga Beverage Group, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
________________________________________________________________________________
(Title of Class of Securities)
803436 10 4
_______________________________________________________________
(CUSIP Number)
Steven Bogen c/o Saratoga Beverage Group, Inc. 11 Geyser Road, Saratoga Springs,
NY 10866
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 29, 1999
_______________________________________________________________
(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 Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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).
Page 1 of 11
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SCHEDULE 13D
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CUSIP NO. 803436104 PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Bogen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF
406,793
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
406,793
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
406,793
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.3%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 11
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This Schedule 13D ("Schedule 13D") with an event date of January 29, 1999
relates to the beneficial ownership of shares of the Class A Common Stock, $.01
par value per share (the "Class A Common Stock") of Saratoga Beverage Group,
Inc. (the "Issuer") acquired by the Reporting Person in connection with the
Issuer's acquisition of all of the outstanding stock of The Fresh Juice Company,
Inc. ("Fresh Juice") in a merger transaction (the "Fresh Juice Merger").
Item 2. Identity and Background.
-----------------------
(a) This Schedule 13D is being filed for Steven Bogen (the "Reporting
Person").
(b) The principal address and/or office of the Reporting Person is
c/o Saratoga Beverage Group, Inc., 11 Geyser Road, Saratoga
Springs, NY 10866.
(c) The Reporting Person is a Director of the Issuer. The principal
office of the Issuer is 11 Geyser Road, Saratoga Springs, NY
10866.
(d) and (e) During the past five years, the Reporting Person has not
been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or 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, prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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The Reporting Person acquired 406,793 shares of the Class A Common Stock
and cash in an exchange for all of his shares of common stock of Fresh Juice in
connection with Issuer's acquisition of all of the outstanding securities of
Fresh Juice in the Fresh Juice Merger, which became effective on January 29,
1999.
Item 4. Purpose of the Transaction.
--------------------------
The Reporting Person may acquire or dispose of Class A Common Stock of
the Issuer, directly or indirectly, in open-market or privately negotiated
transactions, depending upon the evaluation of the performance and prospects of
the Issuer by the Reporting Person and upon other developments and
circumstances, including, but not limited to, general economic and business
conditions and stock market conditions.
Except as disclosed above, the Reporting Person does not have any
present plans or proposals which relate to or would result in any of the actions
or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Page 3 of 11
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Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Person became the beneficial owner of 406,793
shares (7.3%) of Class A Common Stock and Class B Common Stock, $.01 par value
per share (the "Class B Common Stock," together with the Class A Common Stock,
the "Common Stock") of the Issuer as a result of the Fresh Juice Merger. The
number of shares of Common Stock beneficially owned by the Reporting Person and
the percentage of outstanding shares represented thereby have been computed in
accordance with Rule 13d-3. The percentage of shares of Common Stock
beneficially owned by the Reporting Persons has been calculated based upon
5,554,602 shares of Common Stock outstanding at January 4, 2000 as reported by
the Issuer.
(b) The Reporting Person has the sole power to vote or to direct the
vote of, and dispose or direct the disposition of all of the shares of Common
Stock he reports.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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On October 13, 1998, the Reporting Person (then the President and Chief
Executive Officer of Fresh Juice), Robin Prever and Anthony Malatino entered
into a Stockholder Agreement. Pursuant to the Stockholder Agreement, Robin
Prever and Mr. Malatino each agreed to vote all of his or her shares of Common
Stock, to elect, re-elect and prevent any proposed removal of the Reporting
Person as a member of the Issuer's Board of Directors. Moreover, Robin Prever,
in her capacity as a member of the Issuer's Board of Directors, agreed to take
all actions reasonably necessary to nominate, elect, re-elect and prevent any
proposed removal of the Reporting Person as a member of the Issuer's Board of
Directors. In addition, Ms. Prever and Mr. Malatino have appointed the Reporting
Person as their true and lawful proxy and attorney-in-fact to vote the shares of
Common Stock then owned by them for the election of the Reporting Person as a
director of the Issuer in the event they do not vote to elect, re-elect and
prevent any proposed removal of the Reporting Person as a member of the Issuer's
Board of Directors. The Stockholder Agreement expires on the earliest to occur
of the date (w) after the effective date of the Fresh Juice Merger of the Issuer
and Fresh Juice that the Reporting Person directly owns less than 400,000 shares
of Class A Common Stock (x) the termination of the merger agreement among the
Issuer, Rowale Corporation, a wholly owned subsidiary of the Issuer, and Fresh
Juice, by any party thereto pursuant to the terms thereof, (y) the Reporting
Person is convicted of a felony or a misdemeanor involving moral turpitude,
dishonesty, theft or unethical business conduct, or (z) the Reporting Person
breaches his fiduciary duties, in a material fashion, to the Issuer and its
stockholders. The Reporting Person does not have the power to dispose and direct
the disposition of either Ms. Prever's or Mr. Malatino's shares of Common Stock.
Page 4 of 11
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Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A Stockholder Agreement dated as of October 13, 1998 by and
among the Issuer, the Reporting Person, Robin Prever and
Anthony Malatino.
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: January 4, 2000 /s/ Steven Bogen
-----------------------------
Steven Bogen
Page 5 of 11
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EXHIBIT INDEX
EXHIBIT A Stockholder Agreement dated as of October 13, 1998 by and among
the Issuer, the Reporting Person, Robin Prever and Anthony
Malatino.
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EXHIBIT A
STOCKHOLDER AGREEMENT
This Stockholder Agreement (this "Agreement") is made and entered into
as of October 13, 1998 by and among SARATOGA BEVERAGE GROUP, INC., a Delaware
corporation ("Saratoga"), STEVEN BOGEN ("Bogen"), ROBIN PREVER ("Prever") and
ANTHONY MALATINO ("Malatino").
WHEREAS, The Fresh Juice Company, Inc., Saratoga, Rowale Corp., a
wholly-owned subsidiary of Saratoga ("Sub"), entered into, as of the date
hereof, a Restated Agreement and Plan of Merger (the "Merger Agreement"; terms
used herein and not otherwise defined are used herein as defined in the Merger
Agreement), pursuant to which Sub will merge with and into Saratoga (the
"Merger"); and
WHEREAS, each of Prever and Malatino currently owns the number of
shares of Class A common stock, $.01 par value per share, of Saratoga ("Class A
Common Stock") and shares of Class B common stock, $.01 par value per share, of
Saratoga ("Class B Common Stock") set forth opposite his or her name on Schedule
A annexed hereto (collectively, the "Saratoga Securities" and, with respect to
the Saratoga Securities owned by a specific Saratoga Stockholder, the "Saratoga
Stockholder's Securities"); and
WHEREAS, execution and delivery of this Agreement by the parties
hereto is desired by the parties hereto in connection with the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. Term. This Agreement shall expire on the earlier of the date (i) after the
Effective Date (as defined in the Merger Agreement) that Bogen directly
owns less than 400,000 shares of Class A Common Stock, (ii) of the
termination of the Merger Agreement by any party thereto pursuant to the
terms thereof, (iii) Bogen is convicted of a felony or a misdemeanor
involving moral turpitude, dishonesty, theft or unethical business conduct,
or (iv) Bogen breaches his fiduciary duties, in a material fashion, to
Saratoga or its stockholders.
2. Covenant of the Saratoga Stockholders. Until such time as this Agreement is
terminated in accordance with Section 1,
(a) each Saratoga Stockholder, in his or her capacity as such, agrees to
vote all of his or her Saratoga Securities then owned by such Saratoga
Stockholder, to the extent that any of the following matters are
submitted to the stockholders of Saratoga, and to take all other
actions reasonably necessary (in his or her capacity as a Saratoga
Stockholder) to elect, re-elect and prevent any proposed removal of,
Bogen as a member of Saratoga's Board of Directors; and
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(b) Prever, in her capacity as a member of Saratoga's Board of Directors,
agrees to all take all actions reasonably necessary to nominate,
elect, re-elect and prevent any proposed removal of, Bogen as a member
of Saratoga's Board of Directors.
3. Disposition of Saratoga Securities. Subject to applicable law, nothing
contained herein shall, directly or indirectly, prohibit or limit the offer
for sale, sale, assignment, transfer, pledge, encumbrance, or other
disposition of any Saratoga Securities now owned or hereafter acquired,
beneficially or of record, by the Saratoga Stockholders or Bogen.
4. Representations and Warranties of the Saratoga Stockholders. Each Saratoga
Stockholder represents and warrants to Bogen as follows:
(a) the Saratoga Stockholder owns such Saratoga Securities of record or
beneficially free and clear of any lien, security interest,
encumbrance or other adverse claim;
(b) such Saratoga Stockholder's Securities set forth on Schedule A hereto
are the only securities of Saratoga owned of record or beneficially by
such Saratoga Stockholder or in which such Saratoga Stockholder has
any interest; and
(c) such Saratoga Stockholder has the right, power and authority to
execute and deliver this Agreement and to perform his or her
obligations hereunder; such execution, delivery and performance will
not violate any applicable law, rule or regulation or any outstanding
agreement or instrument to which such Saratoga Stockholder is a party;
and this Agreement constitutes a legal, valid and binding agreement on
the part of such Saratoga Stockholder enforceable against such
Saratoga Stockholder in accordance with its terms.
5. Representations and Warranties of Saratoga. Saratoga represents and
warrants to the Company that the execution and delivery of this Agreement
by Saratoga and the performance by it of its obligations hereunder have
been duly authorized by all necessary corporate action, do not violate the
terms of its Certificate of Incorporation, its By-Laws, any law, rule or
regulation or any outstanding agreement or instrument to which it is a
party or is bound or subject to, and this Agreement constitutes a legal,
valid and binding agreement on its part.
6. Representations and Warranties of Bogen. Bogen represents and warrants to
the Saratoga Stockholders that he has the right, power and authority to
execute and deliver this Agreement and to perform his or her obligations
hereunder; such execution, delivery and performance will not violate any
applicable law, rule or regulation or any outstanding agreement or
instrument to which such Saratoga Stockholder is a party; and this
Agreement constitutes a legal, valid and binding agreement on the part of
Bogen enforceable against Bogen in accordance with its terms.
Page 8 of 11
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7. Saratoga Proxy.
(a) Each Saratoga Stockholder hereby irrevocably makes, constitutes and
appoints Bogen to act as such Saratoga Stockholder's true and lawful
proxy and attorney-in-fact in the name and on behalf of such Saratoga
Stockholder, with full power to appoint a substitute or substitutes,
to vote all of his or her Saratoga Securities then owned by such
Saratoga Stockholder for the election of Bogen as a director of
Saratoga as set forth in Section 2 hereof. By giving this proxy, each
such Saratoga Stockholder hereby revokes any other proxy granted by
such Saratoga Stockholder to vote any of such Saratoga Stockholder's
Securities (then owned by such Saratoga Stockholder) with respect to
such matter. This proxy, and the power of attorney and all authority
contained herein, shall become effective as to any Saratoga
Stockholder only upon the failure of such Saratoga Stockholder to vote
or consent with respect to his or her shares then owned by such
Saratoga Stockholder in accordance with Section 2 hereof, following
notice to such Saratoga Stockholder to that effect.
(b) All power and authority hereby conferred is coupled with an interest
and is irrevocable, shall not be terminated by any act of such
Saratoga Stockholder or by operation of law, by lack of appropriate
power or authority, or by the occurrence of any other event or events
and shall be binding upon all beneficiaries, heirs at law, legatees,
distributees, successors, assigns and legal representatives of such
Saratoga Stockholder; subject to the right of such Saratoga
Stockholders to sell or otherwise dispose of his or her Saratoga
Securities (as described in Section 3). If after the execution of this
Agreement any Saratoga Stockholder shall cease to have appropriate
power or authority, or if any other such event or events shall occur
(other than the sale or other disposition of his or her Saratoga
Securities by such Saratoga Stockholder, as described in Section 3),
Bogen is nevertheless authorized and directed to vote the Saratoga
Securities in accordance with the terms of this Agreement as if such
lack of appropriate power or authority or other event or events had
not occurred and regardless of notice thereof.
8. Further Assurances. Each party hereto shall perform such further acts and
execute such further documents as may reasonably be required to carry out
the provisions of this Agreement.
9. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party hereto (whether by
operation of law or otherwise) without the prior written consent of the
other parties hereto.
10. Specific Performance. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which they are entitled at law or in
equity.
Page 9 of 11
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11. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed duly given when delivered
in person or by telecopier, cable, telex or telegram or three (3) days
after mailed by certified mail, postage prepaid.
12. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same agreement.
13. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the Delaware without giving effect
to the conflicts of laws principles thereof.
14. Binding Effect: Benefits. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective permitted
assigns. Nothing in this Agreement, expressed or implied, is intended to or
shall confer on any person other than the parties hereto and their
respective permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as the case may be, as of the date first above written.
SARATOGA BEVERAGE GROUP,
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/s/ Robin Prever
Name: Robin Prever
Title: President and Chief Executive Officer
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/s/ Steven Bogen
Steven Bogen
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/s/ Robin Prever
Robin Prever
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/s/ Anthony Malatino
Anthony Malatino
Page 10 of 11
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SCHEDULE A
NAME NUMBER OF SARATOGA SECURITIES
Robin Prever 20,345 shares of Class A Common Stock
167,960 shares of Class B Common Stock
Anthony Malatino 51,000 shares of Class A Common Stock
354,995 shares of Class B Common Stock
Page 11 of 11
