Form SC 13D/A bebe stores, inc. Filed by: Prentice Capital Management, LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

  

Bebe Stores, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

075571109

(CUSIP Number)

 

Michael Zimmerman

Prentice Capital Management, LP

100 West Putnam Avenue-Slagle House

Greenwich, CT 06830

(212) 756-8040

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 5, 2016

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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).

 

 

Cusip No. 075571109

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Prentice Capital Management, LP

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions): WC (See Item 3)

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

 

6.

Citizenship or Place of Organization: Delaware

 

	Number of	7.	Sole Voting Power:	0
	Shares Beneficially	8.	Shared Voting Power:	4,377,081
	Owned by	9.	Sole Dispositive Power:	0
	Each Reporting Person With	10.	Shared Dispositive Power:	4,377,081

11

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,377,081 Shares

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions): o

 

13.

Percent of Class Represented by Amount in Row (11): 5.55%*

 

14.

Type of Reporting Person (See Instructions): PN

 

  

*Beneficial ownership percentage is based upon 78,888,430 shares of common stock, $0.001 par value per share, of Bebe Stores, Inc., a California corporation (the “Issuer”), issued and outstanding as of February 1, 2016, based on information reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016, filed with the Securities and Exchange Commission on February 16, 2016.

 

 

Cusip No. 075571109

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Prentice Capital Long/Short Equity Fund, LP

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions): WC (See Item 3)

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

 

6.

Citizenship or Place of Organization: Delaware

 

	Number of	7.	Sole Voting Power:	0
	Shares Beneficially	8.	Shared Voting Power:	4,377,081
	Owned by	9.	Sole Dispositive Power:	0
	Each Reporting Person With	10.	Shared Dispositive Power:	4,377,081

11

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,377,081 Shares

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions): o

 

13.

Percent of Class Represented by Amount in Row (11): 5.55%*

 

14.

Type of Reporting Person (See Instructions): PN

 

 

*Beneficial ownership percentage is based upon 78,888,430 shares of common stock, $0.001 par value per share, of the Issuer issued and outstanding as of February 1, 2016, based on information reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016, filed with the Securities and Exchange Commission on February 16, 2016.

 

 

Cusip No. 075571109

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Michael Zimmerman

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions): WC (See Item 3)

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

 

6.

Citizenship or Place of Organization: United States of America

 

	Number of	7.	Sole Voting Power:	0
	Shares Beneficially	8.	Shared Voting Power:	4,377,081
	Owned by	9.	Sole Dispositive Power:	0
	Each Reporting Person With	10.	Shared Dispositive Power:	4,377,081

11

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,377,081 Shares

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions): o

 

13.

Percent of Class Represented by Amount in Row (11): 5.55%*

 

14.

Type of Reporting Person (See Instructions): IN

 

 

*Beneficial ownership percentage is based upon 78,888,430 shares of common stock, $0.001 par value per share, of the Issuer issued and outstanding as of February 1, 2016, based on information reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016, filed with the Securities and Exchange Commission on February 16, 2016.

 

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons on March 4, 2016 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D filed on March 14, 2016 (“Amendment No. 1” and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”) relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Bebe Stores, Inc. (the “Issuer”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Capitalized terms used but not defined in this Amendment No.2 shall have the meanings set forth in the Schedule 13D.

 

Except as specifically amended by this Amendment No 2, the Schedule 13D is unchanged.

 

Item 4.

Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

On April 5, 2016, Prentice Capital Long/Short Equity Fund, L.P. sent to the Board of Directors of the Issuer a demand (the “Section 220 Demand Letter”) to inspect the Issuer’s stockholder lists and ledgers pursuant to Section 220 of the Delaware General Corporation Law. The foregoing description of the Section 220 Demand Letter in this Item 4 is qualified in its entirety by reference to the complete text of the Section 220 Demand Letter, which has been filed as Exhibit 99.4 to this Amendment No. 2 and which is incorporated herein by reference.

 

Item 7.

Materials to be filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit:

 

Exhibit 99.4 Demand Letter, dated April 5, 2016, from Prentice Capital Long/Short Equity Fund, L.P. to the Board of Directors of the Issuer.

 

 

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: April 5, 2016

 

	PRENTICE CAPITAL LONG/SHORT
	EQUITY FUND, LP
	By: Prentice Capital Management, LP, its
	Investment Manager
	By:	/s/ Michael Zimmerman
		Name:	Michael Zimmerman
		Title:	CEO
	PRENTICE CAPITAL MANAGEMENT, LP
	By:	/s/ Michael Zimmerman
		Name:	Michael Zimmerman
		Title:	CEO
	/s/ Michael Zimmerman
	Michael Zimmerman

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 

Exhibit Index

 

Exhibit		Description
99.1		Joint Filing Agreement, dated March 4, 2016, signed by each of the Reporting Persons in order to confirm that this statement is being filed on behalf of each of the Reporting Persons.*
99.2		Letter, dated March 4, 2016, from Prentice Capital Management to the Board of Directors of the Issuer.*
99.3		Letter, dated March 14, 2016, from Prentice Capital Management to the Board of Directors of the Issuer.*
99.4		Demand Letter, dated April 5, 2016, from Prentice Capital Long/Short Equity Fund, L.P. to the Board of Directors of the Issuer.

 

*Previously filed

 

 

Exhibit 99.4

 

Gregory Stuhlman

Tel 302.661.7381

Fax 302.661.7162

[email protected]

 

April 5, 2016

 

BY UPS and

CERTIFIED MAIL – Return Receipt Requested

 

Bebe Stores, Inc.

400 Valley Drive

Brisbane, CA 94005

 

BY HAND

 

Bebe Stores, Inc.

c/o Corporation Service Company

2711 Centerville Rd, Suite 400

Wilmington, DE 19808

 

 

Re:

Demand to Inspect Books and Records Pursuant to

Section 220 of the General Corporation Law of the State of Delaware

 

Ladies and Gentlemen:

 

Pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”), Prentice Capital Long/Short Equity Fund, L.P. (the “Inspecting Stockholder”), beneficial owner of 4,377,081 shares of common stock, par value $0.001 per share (“Common Stock”), of Bebe Stores, Inc., a Delaware Corporation (“Bebe”), through its undersigned counsel, hereby delivers this demand to inspect (in person or by attorney or other agent) Bebe’s stock ledger and list of stockholders of Bebe and to make copies or extracts therefrom for the purposes indicated herein.

 

The Inspecting Stockholder designated and authorized, by virtue of the enclosed powers of attorney, the undersigned and the law firm of Greenberg Traurig, LLP and any other persons designated by them, acting singly or in combination, as agents and attorneys to make this demand, and to conduct the inspection and copying requested herein. In accordance with Section 220 of the DGCL, attached is the affidavit of Michael Zimmerman, CEO of Prentice Capital Long/Short Equity Fund, L.P., relating to this stockholder demand.

 

Pursuant to Section 220 of the DGCL, the undersigned, under oath that the statements contained herein are true and accurate under penalty of perjury under applicable law, hereby demands, for and on behalf of the Inspecting Stockholder, to inspect and make copies or extracts of the items indicated below (the “Books and Records”) from the books and records of Bebe:

 

Bebe’s current stock ledger and a complete record or list of Bebe’s current stockholders, certified by its transfer agent(s) and/or registrar(s), showing the name, address, email address, and telephone number of each stockholder and the number of shares registered in the name of each such shareholder as of the most recent date available in order to determine the Inspecting Stockholder’s interests relative to all shares issued, including shares issued to employees, officers, board members, advisors and consultants.

 

 

The purpose of this demand to inspect and to copy Bebe’s stock ledger and stockholder list is to enable the Inspecting Shareholder to communicate with other stockholders of Bebe. The requested Books and Records are essential and sufficient to accomplish the stated purpose.

 

The Inspecting Stockholder is extremely dissatisfied with the Board of Directors’ (“Board”) continued failure to pursue and publicly announce the implementation of any actions whatsoever to address the dramatic and continuing erosion of stockholder value in the past 18 months. Indeed, the Board and Bebe’s controlling stockholder are, quite casually it seems, overseeing the inevitable insolvency of Bebe and the possible elimination of all stockholder value. This is unconscionable. We remind Mr. Mashouf and Bebe’s entire Board that they must identify, evaluate and proactively pursue all strategic and financial alternatives to immediately restore and return maximum value to all of Bebe’s stockholders. In that regard, you should know that there are rumors to the effect that, over the last couple of months, several M&A transaction candidates have expressed to Mr. Mashouf interest in acquiring Bebe as an entity and that Mr. Mashouf has declined to even meet or speak with these interested parties. Query as to whether Mr. Mashouf even notified the Board of such inquiries.

 

The Board, at all times, is obligated to act in good faith, with due care and loyalty, and to champion, protect and serve the interests of all of Bebe’s stockholders, not just the interests of a controlling stockholder to whom the directors, apparently, are utterly beholden. Should the Board be presented with a strategic proposal or indication of interest for Bebe, such as a potential merger or sale transaction, the duties of the Board and Bebe’s controlling stockholder is not to blindly reject such alternative. If presented with any such transaction opportunity, the Inspecting Stockholder demands that the Board be mindful of its fiduciary obligations and not act out of fear of retribution or domination by Bebe’s controller. The Inspecting Stockholder, and every Bebe stockholder, expects that each and every indication of interest and proposal is carefully reviewed by the entire Board, in consultation with Bebe’s legal and financial advisors.

 

In furtherance of the inspection and copying requested hereby, the Inspecting Stockholder encloses a customary form of confidentiality agreement that it is willing to execute in connection with the exercise of its rights under Section 220 of the DGCL. If Bebe contends that this request is incomplete or otherwise deficient in any respect, or if the items requested above cannot be made available to the Inspecting Stockholder in the timeframe requested, please notify the Inspecting Stockholder in writing, by transmitting same to their counsel, Gregory E. Stuhlman, Esq., Greenberg Traurig, LLP, The Nemours Building, 1007 N. Orange Street, Suite 1200, Wilmington, DE 19801, setting forth the facts that Bebe contends support its position and specifying, as appropriate, any additional information believed to be required. In the absence of such prompt notice, the Inspecting Stockholder will assume that Bebe agrees that this request complies in all respects with the requirements of the DGCL. The Inspecting Stockholder reserves the right to modify this request at any time.

 

Please advise Gregory E. Stuhlman, of Greenberg Traurig, LLP, phone number 302-661-7381, promptly, and in any event on or prior to the expiration of five business days after the date this demand is received by Bebe, when and where the Books and Records will be made available to the undersigned and his designated agents for inspection and copying. If Bebe declines to permit the inspection and copying sought hereby or does not reply to this letter within five days, then Section 220 of the DGCL permits the Inspecting Stockholder to apply to the Court of Chancery of the State of Delaware for an order to compel its right to inspection and copying. Please govern yourselves accordingly. If Bebe fails to respond to this letter as so indicated, then the Inspecting Stockholder is prepared to seek appropriate relief.

 

Very truly yours,

 

Gregory E. Stuhlman

 

Enclosures

 

cc: Michael Zimmerman

 

 

POWER OF ATTORNEY

 

Prentice Capital Long/Short Equity Fund, L.P. does hereby generally constitute and appoint Gregory E. Stuhlman of Greenberg Traurig, LLP, or the authorized agents of any of the foregoing, to act separately as its true and lawful attorneys in fact and agents, with full capacities to (i) conduct the inspection and copying as requested by the attached letter to Bebe Stores, Inc. (“Bebe”), dated as of the date hereof, and (ii) conduct any further inspection of the books and records of Bebe as provided in Section 220 of the Delaware General Corporation Law, granting unto said attorneys in fact and agents, and each of them full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as full to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

 

Prentice Capital Long/Short Equity Fund, L.P.   /s/ Michael Zimmerman                                        Signature   Michael Zimmerman                                              Name   Chief Executive Office                                           Position/Title

 

 

Sworn to before me this

4th day of April, 2016.

 

             /s/ Keith Neidig                             

Notary Public

 

 

AFFIDAVIT

 

STATE OF: CONNECTICUT	)
	)	SS:
COUNTY OF: FAIRFIELD	)

 

Michael Zimmerman, having been duly sworn, deposes and states under penalty of perjury that (1) he is the Chief Executive Officer of Prentice Capital Long/Short Equity Fund, L.P., a beneficial owner of common stock of Bebe Stores, Inc., (2) he has read the foregoing Demand to Inspect Books and Records Pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “Demand”) and knows the contents thereof, and (3) the statements set forth in the Demand are true to the best of his knowledge, based upon such information as he has available to him.

 

 

/s/ Michael Zimmerman                                        Michael Zimmerman

 

 

Sworn to before me this

4th day of April, 2016.

 

             /s/ Keith Neidig                             

Notary Public

 

 

 

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