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. 3)*

 

 

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 20, 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. ¨

 

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) ¨

(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): ¨

 

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): ¨ 

 

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) ¨

(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): ¨

 

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): ¨

 

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) ¨

(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): ¨

 

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): ¨

 

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. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons on March 4, 2016 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed on March 14, 2016 (“Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D filed on April 5, 2016 (“Amendment No. 2” and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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.3 shall have the meanings set forth in the Schedule 13D.

 

Except as specifically amended by this Amendment No 3, 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 20, 2016, Prentice Capital Long/Short Equity Fund, L.P. sent to the Board of Directors of the Issuer a demand (the “Section 1600 Demand Letter”) to inspect the Issuer’s stockholder lists and ledgers pursuant to Section 1600 of the California Corporations Code. A prior demand was inadvertently sent to the Board of Directors of the Issuer and the Issuer’s registered agent in Delaware pursuant to Section 220 of the Delaware General Corporation Law. The foregoing description of the Section 1600 Demand Letter in this Item 4 is qualified in its entirety by reference to the complete text of the Section 1600 Demand Letter, which has been filed as Exhibit 99.5 to this Amendment No. 3 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 99.5 Demand Letter, dated April 20, 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 20, 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.*
99.5		Demand Letter, dated April 20, 2016, from Prentice Capital Long/Short Equity Fund, L.P. to the Board of Directors of the Issuer.

 

 

*Previously filed

 

 

 

Exhibit 99.5

 

 

Matthew R. Gershman

Tel 310.586.7700

Fax 310.586.7800

[email protected]

April 20, 2016

 

BY UPS and

CERTIFIED MAIL - Return Receipt Requested

 

Bebe Stores, Inc.

400 Valley Drive

Brisbane, CA 94005

 

Bebe Stores, Inc.

c/o Corporation Service Company

2710 Gateway Oaks Dr., Ste. 150N

Sacramento, CA 95833

 

Re:

Demand for Inspection Pursuant to Cal. Corp. Code § 1600

 

Dear Ladies and Gentlemen:

 

Pursuant to Section 1600(a) of the California Corporations Code, 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 California corporation (“Bebe” or the “Company”), through its undersigned counsel, hereby delivers this demand to inspect (in person or by attorney or other agent) Bebe’s record of shareholders’ names and addresses and shareholdings, and to make copies or extracts therefrom. As you know, Inspecting Stockholder has an absolute and unqualified right to inspect and copy these records, which must be made available to Inspecting Stockholder on or before the fifth business day after this demand is received.

 

Pursuant to California Corporations Code Section 1600(d), the inspection may be performed by Inspecting Stockholder’s attorney. In this case, Inspecting Stockholder has 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. Additionally, attached is the affidavit of Michael Zimmerman, CEO of Prentice Capital Long/Short Equity Fund, L.P., relating to this demand.

 

 

We want to take this opportunity to note, with considerable concern, that Mr. Seth R. Johnson will be joining the Board of Directors of Christopher & Banks Corporation (“CBC”). In view of the fact that the Company and CBC operate in the women’s retail apparel space (and irrespective of whether the Company deems itself a direct competitor, or peer company, of CBC), we would expect that Mr. Johnson fully disclosed his intentions to the Company’s Board of Directors and Corporate Governance Committee sufficiently in advance of his consent to be nominated and elected as a director of CBC, and that the Company carefully considered and reviewed the possibility of future conflicts of interest and overlapping corporate opportunities. At a minimum, we trust that confidentiality, recusal, and other appropriate screening wall procedures – at both companies – will be established to address and prevent any such conflicts of interest or the appearance of any impropriety.

 

Finally, please advise the undersigned, of Greenberg Traurig, LLP, phone number 310-586-7776, 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 specified records will be made available for inspection and copying. If Bebe declines to permit the inspection and copying sought hereby or does not reply to this letter within five business days, then the California Corporations Code permits Inspecting Stockholder to seek from the Superior Court an order compelling the inspection and an award of Inspecting Stockholder’s attorneys’ fees and expenses. See Cal. Corp. Code §§ 1600(b), 1603, 1604.

 

	Sincerely,
	/s/ Matthew R. Gershman
	Matthew R. Gershman

 

Enclosures

Cc: Michael Zimmerman

 

 

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 for Inspection Pursuant to Cal. Corp. Code § 1600 (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

20th day of April, 2016.

 

/s/ Notary Public
Notary Public

 

 

POWER OF ATTORNEY

 

Prentice Capital Long/Short Equity Fund, L.P. does hereby generally constitute and appoint Matthew R. Gershman 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 1600 of the California Corporations Code, 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

20th day of April, 2016.

 

 

/s/ Notary Public
Notary Public

 

 

 

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