SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
Heelys, Inc.
__________________________________________________________________________________
(Name
of Issuer
)
Common Stock, par value $0.001 per share
__________________________________________________________________________________
(Title of Class of Securities)
42279M107
________________________________________________________________________________
(CUSIP Number)
Yehuda Shmidman
Chief Executive Officer
Sequential Brands Group, Inc.
17383 Sunset Boulevard, Suite A310
Pacific Palisades, CA 90272
(213) 745-2123
____________________________________________________________________
(
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With
a copy to:
Robert B. Pincus, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899-0636
(302) 651-3000
December 7, 2012
_________________________________________________________________________
(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 Sections 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 Section 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 purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act
but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
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1.
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Names of Reporting Persons.
Sequential Brands Group, Inc.
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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|
3.
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SEC USE ONLY
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4.
|
Source of Funds (See Instructions)
OO (See Item 3)
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
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Sole Voting Power
0
|
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8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
36.9%**
|
|
14.
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Type of Reporting Person (See Instructions)
CO
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|
*
|
The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) may be deemed to have beneficial ownership of such securities as a result of the Voting Agreements (as defined
below). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission
by Sequential that it is the beneficial owner of any Heelys Common Stock for purposes of Section 13(d) of the Act, or for any other
purpose, and such beneficial ownership thereof is expressly disclaimed.
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|
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**
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Based upon an aggregate of 27,571,052 shares of Heelys Common Stock outstanding as of November 9, 2012, as reported by Heelys
(as defined below) in its Quarterly Report on Form 10-Q filed on November 14, 2012, plus 790,000 shares of Heelys Common Stock
underlying options to purchase shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or that
are exercisable within 60 days of December 7, 2012.
|
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1.
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Names of Reporting Persons.
Wheels Merger Sub Inc.
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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|
3.
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SEC USE ONLY
|
|
4.
|
Source of Funds (See Instructions)
OO (See Item 3)
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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
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
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|
14.
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Type of Reporting Person (See Instructions)
CO
|
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*
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The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Merger
Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result of the Voting Agreements (as defined
below). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission
by Merger Sub that it is the beneficial owner of any Heelys Common Stock for purposes of Section 13(d) of the Act, or for any other
purpose, and such beneficial ownership thereof is expressly disclaimed.
|
|
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**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock outstanding as of November 9, 2012, as reported by Heelys
(as defined below) in its Quarterly Report on Form 10-Q filed on November 14, 2012, plus 790,000 shares of Heelys Common Stock
underlying options to purchase shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or that
are exercisable within 60 days of December 7, 2012.
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1.
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Names of Reporting Persons.
TCP WR Acquisition, LLC
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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|
3.
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SEC USE ONLY
|
|
4.
|
Source of Funds (See Instructions)
OO (See Item 3)
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|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
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|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
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|
14.
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Type of Reporting Person (See Instructions)
OO
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*
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The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) and Merger Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result
of the Voting Agreements (as defined below). TCP WR Acquisition, LLC owns debentures convertible into and warrants to purchase
approximately 73.4% of the outstanding shares of Sequential common stock and therefore may be deemed to have beneficial ownership
of the Heelys Common Stock listed in rows (8) and (11). Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by TCP WR Acquisition, LLC that it is the beneficial owner of any Heelys Common Stock
for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock
outstanding as of November 9, 2012, as reported by Heelys (as defined below) in its Quarterly Report on Form 10-Q filed on November
14, 2012, plus 790,000 shares of Heelys Common Stock underlying options to purchase shares of Heelys Common Stock held by Patrick
F. Hamner which are currently exercisable or that are exercisable within 60 days of December 7, 2012.
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1.
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Names of Reporting Persons.
Tengram Capital Associates, LLC
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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|
3.
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SEC USE ONLY
|
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4.
|
Source of Funds (See Instructions)
OO (See Item 3)
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|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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|
13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
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|
14.
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Type of Reporting Person (See Instructions)
OO
|
|
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*
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The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) and Merger Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result
of the Voting Agreements (as defined below). TCP WR Acquisition, LLC owns debentures convertible into and warrants to purchase
approximately 73.4% of the outstanding shares of Sequential common stock and therefore may be deemed to have beneficial ownership
of the Heelys Common Stock listed in rows (8) and (11). Tengram Capital Associates, LLC is the managing member of TCP WR Acquisition,
LLC and therefore may be deemed to have beneficial ownership of the Heelys Common Stock listed in rows (8) and (11). Neither the
filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Tengram Capital
Associates, LLC that it is the beneficial owner of any Heelys Common Stock for purposes of Section 13(d) of the Act, or for any
other purpose, and such beneficial ownership thereof is expressly disclaimed.
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|
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**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock
outstanding as of November 9, 2012, as reported by Heelys (as defined below) in its Quarterly Report on Form 10-Q filed on November
14, 2012, plus 790,000 shares of Heelys Common Stock underlying options to purchase shares of Heelys Common Stock held by Patrick
F. Hamner which are currently exercisable or that are exercisable within 60 days of December 7, 2012.
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1.
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Names of Reporting Persons.
Matthew Eby
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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|
3.
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SEC USE ONLY
|
|
4.
|
Source of Funds (See Instructions)
OO (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
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
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*
|
The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) and Merger Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result
of the Voting Agreements (as defined below). TCP WR Acquisition, LLC owns debentures convertible into and warrants to purchase
approximately 73.4% of the outstanding shares of Sequential common stock and therefore may be deemed to have beneficial ownership
of the Heelys Common Stock listed in rows (8) and (11). Mr. Eby, together with Messrs. Gersten and Sweedler, is a member
of Tengram Capital Associates, LLC, the managing member of TCP WR Acquisition, LLC and therefore may be deemed to have beneficial
ownership of the Heelys Common Stock listed in rows (8) and (11). Neither the filing of this statement on Schedule 13D nor any
of its contents shall be deemed to constitute an admission by Mr. Eby that he is the beneficial owner of any Heelys Common Stock
for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock
outstanding as of November 9, 2012, as reported by Heelys (as defined below) in its Quarterly Report on Form 10-Q filed on November
14, 2012, plus 790,000 shares of Heelys Common Stock underlying options to purchase shares of Heelys Common Stock held by Patrick
F. Hamner which are currently exercisable or that are exercisable within 60 days of December 7, 2012.
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|
1.
|
Names of Reporting Persons.
William Sweedler
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (See Instructions)
OO (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
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
*
|
The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) and Merger Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result
of the Voting Agreements (as defined below). TCP WR Acquisition, LLC owns debentures convertible into and warrants to purchase
approximately 73.4% of the outstanding shares of Sequential common stock and therefore may be deemed to have beneficial ownership
of the Heelys Common Stock listed in rows (8) and (11). Mr. Sweedler, together with Messrs. Eby and Gersten, is a member
of Tengram Capital Associates, LLC, the managing member of TCP WR Acquisition, LLC and therefore may be deemed to have beneficial
ownership of the Heelys Common Stock listed in rows (8) and (11). Neither the filing of this statement on Schedule 13D nor any
of its contents shall be deemed to constitute an admission by Mr. Sweedler that he is the beneficial owner of any Heelys Common
Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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|
|
**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock outstanding as of November 9, 2012, as reported by Heelys
(as defined below) in its Quarterly Report on Form 10-Q filed on November 14, 2012, plus 790,000 shares of Heelys Common Stock
underlying options to purchase shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or that
are exercisable within 60 days of December 7, 2012.
|
|
1.
|
Names of Reporting Persons.
Richard Gersten
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (See Instructions)
OO (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
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,470,460*
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,470,460*
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
36.9%**
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
*
|
The Heelys Common Stock (as defined below) listed in rows (8) and (11) includes vested but unexercised options to purchase
790,000 shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or exercisable within 60 days of
December 7, 2012. Beneficial ownership of the above referenced Heelys Common Stock is being reported hereunder solely because Sequential
(as defined below) and Merger Sub (as defined below) may be deemed to have beneficial ownership of such securities as a result
of the Voting Agreements (as defined below). TCP WR Acquisition, LLC owns debentures convertible into and warrants to purchase
approximately 73.4% of the outstanding shares of Sequential common stock and therefore may be deemed to have beneficial ownership
of the Heelys Common Stock listed in rows (8) and (11). Mr. Gersten, together with Messrs. Eby and Sweedler, is a member
of Tengram Capital Associates, LLC, the managing member of TCP WR Acquisition, LLC and therefore may be deemed to have beneficial
ownership of the Heelys Common Stock listed in rows (8) and (11). Neither the filing of this statement on Schedule 13D nor any
of its contents shall be deemed to constitute an admission by Mr. Gersten that he is the beneficial owner of any Heelys Common
Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
|
|
|
**
|
Based upon an aggregate of 27,571,052 shares of Heelys Common Stock outstanding as of November 9, 2012, as reported by Heelys
(as defined below) in its Quarterly Report on Form 10-Q filed on November 14, 2012, plus 790,000 shares of Heelys Common Stock
underlying options to purchase shares of Heelys Common Stock held by Patrick F. Hamner which are currently exercisable or that
are exercisable within 60 days of December 7, 2012.
|
Item 1. Security and Issuer
This statement on Schedule
13D relates to the shares of common stock, par value $0.001 per share (“
Heelys Common Stock
”), of Heelys, Inc.,
a Delaware Corporation (“
Heelys
”). Heelys’ principal executive offices are located at 3200 Belmeade Drive,
Suite 100, Carrollton, TX 75006.
Item 2. Identity and Background
|
|
(a)
|
This Schedule 13D is being filed by Sequential Brands Group, Inc., a Delaware Corporation (“
Sequential
”),
Wheels Merger Sub Inc., a Delaware Corporation (“
Merger Sub
”), TCP WR Acquisition, LLC, a Delaware limited liability
company, Tengram Capital Associates, LLC, a Delaware limited liability company, Matthew Eby, Richard Gersten and William Sweedler
(each, a “
Reporting Person
” and, collectively, the “
Reporting Persons
”).
The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(1) of the Securities
Exchange Act of 1934, as amended, is attached hereto as
Exhibit A
. Information in this Schedule 13D with respect to
each of the Reporting Persons is given solely by that particular Reporting Person, and none of the other Reporting Persons has
any responsibility for the accuracy or completeness of information with respect to any other Reporting Person.
|
|
|
(b)
|
The address and principal office of Sequential and Merger Sub is:
|
17383 Sunset Boulevard
Suite A310
Pacific Palisades, CA 90272
|
|
|
The address and principal office of TCP WR Acquisition, LLC, Tengram Capital Associates, LLC, Mr. Eby, Mr. Gersten and Mr.
Sweedler is:
|
c/o Tengram Capital Associates, LLC
15 Riverside Avenue
Westport, CT 06880
|
|
(c)
|
Sequential owns, promotes, markets and licenses a portfolio of consumer brands. Sequential has licensed
and intends to license its brands in a variety of consumer categories to retailers, wholesalers and distributors in the United
States and in certain international territories.
Merger Sub is a wholly owned subsidiary of Sequential and was formed by Sequential on November 30, 2012 in connection with the
transactions contemplated by that certain Agreement and Plan of Merger (the “
Merger Agreement
”), dated December
7, 2012, by and among Heelys, Sequential and Merger Sub, pursuant to which Merger Sub will merge with Heelys, with Heelys surviving
as a wholly owned subsidiary of Sequential.
TCP WR Acquisition, LLC and Tengram Capital Associates, LLC invest in companies in the branded consumer products and retail sectors.
Messrs. Eby, Gersten and Sweedler are controlling members of Tengram Capital Associates, LLC, which has sole voting control of
TCP WR Acquisition, LLC. Messrs. Eby, Gersten and Sweedler also are directors of Sequential.
|
The name, business address, present
principal occupation or employment and citizenship of each director and executive officer of Sequential and Merger Sub are set
forth on
Schedule 1
hereto and are incorporated by reference herein in their entirety.
|
|
(d), (e)
|
During
the past five years, none of the Reporting Persons or, to the best of Sequential’s and Merger Sub’s knowledge, any
person listed on
Schedule 1
attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations
or 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, federal or state securities laws, or finding any violation with respect to such
laws.
|
Item 3. Source and Amount of Funds
or Other Consideration
As more fully described
in response to Item 4, the shares of Heelys Common Stock to which this Schedule 13D relates have not been purchased by the Reporting
Persons. Pursuant to certain Voting Agreements by and between Sequential, Merger Sub, Heelys and certain holders of Heelys Common
Stock set forth on
Schedule 2
(each, a “
Subject Stockholder
” and, collectively, the “
Subject
Stockholders
”), each dated as of December 7, 2012 (each, a “
Voting Agreement
” and, collectively, the
“
Voting Agreements
”), the Reporting Persons may be deemed to be the beneficial owners of 10,470,460 shares of
Heelys Common Stock (collectively, the “
Subject Shares
”) held of record by the Subject Stockholders (including
vested but unexercised options to purchase 790,000 shares of Heelys Common Stock held by Patrick F. Hamner that are exercisable
within 60 days of the date hereof). Sequential, Heelys, Merger Sub and the Subject Stockholders entered into the Voting Agreements
to induce Sequential and Merger Sub to enter into the Merger Agreement. The Voting Agreements and the Merger Agreement are described
in more detail in Item 4, which descriptions are incorporated by reference into this Item 3. Any beneficial ownership of any of
the Reporting Persons of shares of Heelys Common Stock that may be deemed to arise from the Voting Agreements did not require the
expenditure of any funds, as none of the Reporting Persons paid any monetary consideration to the Subject Stockholders for entering
into the Voting Agreements.
Item 4. Purpose of Transaction
Agreement and
Plan of Merger
On December 7, 2012, Sequential, Heelys
and Merger Sub entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will be merged (the “
Merger
”)
with and into Heelys, with Heelys surviving the Merger as a wholly-owned subsidiary of Sequential, subject to the terms and conditions
of the Merger Agreement.
Under the terms of the Merger Agreement,
Heelys’ stockholders will receive $2.25 in cash (the “
Per Share Merger Consideration
”) for each share
of Heelys common stock upon the closing of the Merger.
The Merger Agreement has been approved by
the Board of Directors of each of Sequential and Heelys. Consummation of the Merger is subject to certain customary conditions,
including, among others, approval of the stockholders of Heelys, accuracy of the representations and warranties of the other party
(generally subject to a material adverse effect standard), and material compliance by the other party with its obligations under
the Merger Agreement.
Subject to the satisfaction of the closing
conditions, the parties anticipate completing the transaction promptly following approval of the Merger by Heelys’ Stockholders.
The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto
as
Exhibit B
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Heelys, Inc. with the
Securities and Exchange Commission on December 10, 2012), and is incorporated by reference herein.
Voting Agreements
Concurrently with the
execution of the Merger Agreement, the Subject Stockholders entered into the Voting Agreements with Sequential and Merger Sub.
Pursuant to the Voting Agreements, the Subject Stockholders, who collectively have the power to vote approximately 36.9% of Heelys’
common stock as of December 7, 2012 (including vested but unexercised options to purchase 790,000 shares of Heelys Common Stock
held by Patrick F. Hamner that are exercisable within 60 days of the date hereof), agreed to vote all shares beneficially owned
by them in favor of adoption of the Merger Agreement and the transactions contemplated thereby and against any alternative proposal
or any other action that is reasonably likely to adversely affect or interfere with the consummation of the transactions contemplated
by the Merger Agreement. Each Voting Agreement terminates upon the earlier of (i) the effective time of the Merger and (ii) the
termination of the Merger Agreement in accordance with its terms.
In addition, each Voting
Agreement provides that each Subject Stockholder will not (i) offer to transfer, transfer or consent to any transfer of any or
all of the Subject Shares or any interest therein without the prior written consent of Sequential, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any or all Subject Shares or any interest therein, (iii)
grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Subject Shares, or
(iv) deposit any or all of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect
to any or all of the Subject Shares.
The
foregoing description of the Voting Agreements and the transactions contemplated thereby does not purport to be complete and is
subject to and qualified in its entirety by reference to the full text of the Voting Agreements, copies of which are attached hereto
as
Exhibits C
and
D
(incorporated by reference to Exhibits 10.2 and 10.3 to the Current Report on Form 8-K filed
by Heelys, Inc. with the Securities and Exchange Commission on December 10, 2012) and the terms of which are incorporated herein
by reference
in their entirety.
Other than as set forth
in this Item 4, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the
Issuer
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|
(a)
|
The Subject Stockholders collectively beneficially own 10,470,460 shares of Heelys Common Stock (including
vested but unexercised options to purchase 790,000 shares of Heelys Common Stock held by Patrick F. Hamner that are exercisable
within 60 days of the date hereof). The Reporting Persons, for the purpose of Rule 13d-3 under the Act, therefore may, by reason
of the execution and delivery of the Voting Agreements and the Proxies, be deemed to share beneficial ownership over 10,470,460
shares of Heelys Common Stock, which represents approximately 36.9% of the outstanding Heelys Common Stock (based on 27,571,052
shares of Heelys Common Stock outstanding as of August 3, 2012, as reported by Heelys in its Quarterly Report on Form 10-Q filed
on August 9, 2012, plus 790,000 shares of Heelys Common Stock underlying options to purchase shares of Heelys Common Stock held
by Patrick F. Hamner which are currently exercisable or that are exercisable within 60 days of December 7, 2012). Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it
is the beneficial owner of any of such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial
ownership is hereby expressly disclaimed.
|
|
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(b)
|
The Reporting Persons, by reason of the execution and delivery of the Voting Agreements and the Proxies,
may be deemed to have shared voting power with the Stockholders with respect to 10,470,460 shares of Heelys Common Stock (including
vested but unexercised options to purchase 790,000 shares of Heelys Common Stock held by Patrick F. Hamner that are exercisable
within 60 days of the date hereof), which represents approximately 36.9% of the outstanding Heelys Common Stock (based on 27,571,052
shares of Heelys Common Stock outstanding as of November 9, 2012, as reported by Heelys in its Quarterly Report on Form 10-Q filed
on November 14, 2012, plus 790,000 shares of Heelys Common Stock underlying options to purchase shares of Heelys Common Stock held
by Patrick F. Hamner which are currently exercisable or that are exercisable within 60 days of December 7, 2012). Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it
is the beneficial owner of any of such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial
ownership is hereby expressly disclaimed.
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(c)
|
Except as described in this Schedule 13D, during the last 60 days, none of the Reporting Persons has
effected any transactions involving Heelys Common Stock.
|
|
|
(d)
|
Except for the Subject Stockholders, no person is known by the Reporting Persons to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Heelys Common Stock that may
be deemed to be beneficially owned by the Reporting Persons.
|
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Other than as described
in Items 4 and 5, which are incorporated herein by reference, and in the agreements and documents attached as exhibits hereto or
incorporated herein by reference, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect
to any securities of Heelys.
Item 7.
Material to Be Filed
as Exhibits
|
Exhibit A
|
Joint Filing Agreement
|
|
|
|
|
Exhibit B
|
Agreement and Plan of Merger, dated December 7, 2012, by and among Sequential Brands Group, Inc., Wheels Merger Sub Inc. and Heelys, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Heelys, Inc. with the Securities and Exchange Commission on December 10, 2012)
|
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Exhibit C
|
Voting Agreement, dated December 7, 2012, by and among Capital Southwest Venture Corporation, Sequential Brands Group, Inc., Wheels Merger Sub Inc. and Heelys, Inc. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Heelys, Inc. with the Securities and Exchange Commission on December 10, 2012)
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|
Exhibit D
|
Voting Agreement, dated December 7, 2012, by and among Patrick F. Hamner, Sequential Brands Group, Inc., Wheels Merger Sub Inc. and Heelys, Inc. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Heelys, Inc. with the Securities and Exchange Commission on December 10, 2012)
|
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: December 17,
2012
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SEQUENTIAL BRANDS GROUP, INC.
|
|
TCP WR ACQUISITION, LLC
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By:
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/s/ Yehuda Shmidman
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By:
Tengram Capital Associates, LLC
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|
Name:
|
Yehuda Shmidman
|
|
|
Managing member of TCP WR Acquisition, LLC
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Title:
|
Chief Executive Officer
|
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By:
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/s/ William Sweedler
|
|
WHEELS MERGER SUB INC.
|
|
Name:
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William Sweedler
|
|
|
|
|
Title:
|
Member
|
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By:
|
/s/ William Sweedler
|
|
|
|
|
Name:
|
William Sweedler
|
|
TENGRAM CAPITAL ASSOCIATES, LLC
|
|
Title:
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President
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|
|
|
|
|
|
By:
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/s/ William Sweedler
|
|
|
|
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Name:
|
William Sweedler
|
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Title:
|
Member
|
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/s/ Matthew Eby
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MATTHEW EBY
|
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/s/ Richard Gersten
|
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RICHARD GERSTEN
|
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/s/ William Sweedler
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WILLIAM SWEEDLER
|
Schedule 1
The following tables set forth the name,
present occupation or employment and citizenship of each director and executive officer of Sequential and Merger Sub as of December
7, 2012. The principal business address of each person listed below is c/o Sequential Brands Group, Inc., 17383 Sunset Boulevard,
Suite A310, Pacific Palisades, CA 90272.
Directors of SEQUENTIAL
BRANDS GROUP, INC.
|
Name
|
Present Occupation
|
Citizenship
|
|
William Sweedler
|
Co-Founder and Partner of Tengram Capital Partners
|
United States
|
|
Yehuda Shmidman
|
Chief Executive Officer of Sequential
|
United States
|
|
Matthew Eby
|
Co-Founder and Partner of Tengram Capital Partners
|
United States
|
|
Richard Gersten
|
Partner of Tengram Capital Partners
|
United States
|
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Al Gossett
|
President, CEO and owner of Gossett Automotive Group
|
United States
|
Executive Officers
of SEQUENTIAL BRANDS GROUP, INC.
|
Name
|
Present Occupation
|
Citizenship
|
|
Yehuda Shmidman
|
Chief Executive Officer
|
United States
|
|
Gary Klein
|
Chief Financial Officer
|
United States
|
|
Andrea Sobel
|
President of Licensing
|
United States
|
Directors of WHEELS
MERGER SUB INC.
|
Name
|
Present Occupation
|
Citizenship
|
|
Yehuda Shmidman
|
Chief Executive Officer of Sequential
|
United States
|
|
William Sweedler
|
Co-Founder and Partner of Tengram Capital Partners
|
United States
|
Executive Officers
of WHEELS MERGER SUB INC.
|
Name
|
Present Occupation
|
Citizenship
|
|
William Sweedler
|
Co-Founder and Partner of Tengram Capital Partners
|
United States
|
|
Yehuda Shmidman
|
Chief Executive Officer of Sequential
|
United States
|
Schedule 2
|
Stockholder
|
Number of Shares Held of Record
|
|
Capital Southwest Venture Corporation
|
9,317,310
|
|
Patrick F. Hamner
|
1,153,150 (includes vested but unexercised options to purchase 790,000 shares of Heelys Common Stock)
|
Exhibit
A
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Schedule 13D to which this
agreement is attached (the “
Schedule 13D
”)
1
and to the joint filing of all amendments thereto. The undersigned further agree that this agreement may be included as an exhibit
to such joint filing. Notwithstanding the foregoing, each of the Reporting Persons disclaims beneficial ownership of shares of
Heelys Common Stock beneficially owned by the other Reporting Persons.
This agreement may be executed in one or
more counterparts, each of which shall be considered an original counterpart, and shall become a binding agreement when each of
the parties designated as signatories has executed one counterpart.
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|
|
SEQUENTIAL BRANDS GROUP, INC.
|
|
TCP WR ACQUISITION, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Yehuda Shmidman
|
|
|
By:
Tengram Capital Associates, LLC
|
|
Name:
|
Yehuda Shmidman
|
|
|
Managing member of TCP WR Acquisition, LLC
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
/s/ William Sweedler
|
|
WHEELS MERGER SUB INC.
|
|
Name:
|
William Sweedler
|
|
|
|
|
Title:
|
Member
|
|
By:
|
/s/ William Sweedler
|
|
|
|
|
Name:
|
William Sweedler
|
|
TENGRAM CAPITAL ASSOCIATES, LLC
|
|
Title:
|
President
|
|
|
|
|
|
|
|
By:
|
/s/ William Sweedler
|
|
|
|
|
Name:
|
William Sweedler
|
|
|
|
|
Title:
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Matthew Eby
|
|
|
|
|
MATTHEW EBY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard Gersten
|
|
|
|
|
RICHARD GERSTEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William Sweedler
|
|
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|
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WILLIAM SWEEDLER
|
1
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
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