UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
Bebe
Stores, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
075571109
(CUSIP Number)
|
Michael Zimmerman |
Mathew B. Hoffman, Esq. |
|
|
Prentice Capital Management, LP |
Greenberg Traurig, P.A. |
|
|
100 West Putnam Avenue-Slagle House |
401 E. Las Olas Blvd., Suite 2000 |
|
|
Greenwich, CT 06830 |
Fort Lauderdale, FL 33301 |
|
|
(212) 756-8040 |
(954) 768-8203 |
|
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
March
4, 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
| 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
| 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
| 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 Schedule 13D is being filed
by Prentice Capital Management, LP (“Prentice Capital Management”), Prentice Capital Long/Short Equity Fund,
LP (“PC Fund”) and Michael Zimmerman (“Mr. Zimmerman” and together with Prentice Capital
Management and PC Fund, the “Reporting Persons”), 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.
Prentice Capital Management
and Mr. Zimmerman had previously filed their beneficial ownership on Schedule 13G, and this Schedule 13D supersedes such Schedule
13G.
| Item 1. | Security and Issuer |
This statement on Schedule
13D relates to the Common Stock. The Issuer’s principal executive office is located at 400 Valley Drive, Brisbane, CA 94005.
| Item 2. | Identity and Background |
(a) This statement is filed on behalf of the Reporting Persons.
(b) The address of the principal business office of each of the
Reporting Persons is 100 West Putnam Avenue-Slagle House, Greenwich, CT 06830.
(c) The principal business of Prentice Capital Management is to
serve as investment manager to certain investment funds and manage investments for certain entities in managed accounts and other
entities with respect to which it has voting and dispositive authority, including PC Fund which owns the shares of Common Stock
reported herein. The principal business of PC Fund is to acquire, hold and dispose of public company equity securities. The principal
business of Mr. Zimmerman is to act as the Managing Member of (i) the general partner of Prentice Capital Management and certain
of its related entities and (ii) the general partner of certain investment funds, including PC Fund. As such, Mr. Zimmerman
may be deemed to control Prentice Capital Management and PC Fund and therefore may be deemed to be the beneficial owner of the
shares of Common Stock reported in this Schedule 13D.
(d) Neither the Reporting Persons nor any of its executive officers
has, during the last five years, been convicted in a criminal proceeding.
(e) Neither the Reporting Persons nor any of its executive officers
has, during the last five years, 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, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Prentice Capital Management is a Delaware limited partnership. PC
Fund is a Delaware limited partnership. Mr. Zimmerman is a United States citizen.
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common
Stock reported herein were acquired by PC Fund with its working capital. The total amount of funds required to acquire the Common
Stock described in Item 5 was approximately $216,722, net of commissions. Neither Prentice Capital Management nor Mr. Zimmerman
directly owns any of the shares of Common Stock reported herein. Prentice Capital Management and Mr. Zimmerman disclaim beneficial
ownership of the securities reported herein, except to the extent of their pecuniary interest.
| Item 4. | Purpose of Transaction |
The Reporting
Persons acquired the shares of Common Stock reported herein in open market transactions because of their belief that the securities
were undervalued by the market at the time they were acquired and represented an attractive investment opportunity given, among
other things, the Company’s balance sheet relative to its stock price. Consistent with their investment purposes,
the Reporting Persons may further purchase, hold, vote, trade, dispose of, engage in short selling of or any hedging or similar
transactions with respect to the Common Stock or otherwise deal in the Common Stock at times, and in such manner, as they deem
advisable to benefit from changes in the market price of the Common Stock, changes in the Issuer's operations, business strategy
or prospects, or from the sale or merger of the Issuer and based on other factors including, without limitation, the price
levels of the Common Stock, availability of funds, subsequent developments affecting the Issuer, the Issuer's business, other investment
and business opportunities available to the Reporting Persons, conditions in the securities market, general economic and industry
conditions and other factors that the Reporting Persons may deem relevant from time to time. Any acquisition or disposition
of the Common Stock, or short sales or other hedging transaction with respect to the Common Stock, by the Reporting Persons may
be effected through open market or privately negotiated transactions, or otherwise. The Reporting Persons may take one
or more actions set forth under subsections (a) through (j) of Item 4 of Schedule 13D and are sending the letter attached as Exhibit
2 to this Schedule 13D to the Board of Directors of the Issuer. The Reporting Persons may discuss such matters with
management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors,
and investment and financing professionals. Such factors and discussions may result in the Reporting Persons' (i) modifying
their ownership of the Common Stock, (ii) exchanging information with the Issuer pursuant to appropriate confidentiality or similar
agreements or otherwise, (iii) nominating or recommending candidates to serve as members of the Board of Directors of the Issuer
and/or (iv) making proposals to the Issuer concerning changes to its strategy, capitalization, ownership structure, operations,
Certificate of Incorporation or bylaws. The Reporting Persons reserve the right to at any time reconsider and change
their plans or proposals relating to the foregoing. Except as set forth herein, the Reporting Persons do not have any
plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of
Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) The Reporting Persons may be deemed to beneficially own,
in the aggregate, 4,377,081 shares of Common Stock, representing approximately 5.55% of the Issuer's outstanding
Common Stock (based on 78,888,430 shares of Common Stock 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).
(b) The Reporting Persons have shared voting power
with respect to 4,377,081 shares of Common Stock.
(c) The table below sets forth purchases of the shares of
Common Stock by PC Fund during the last 60 days. All of such purchases were effected in broker transactions.
Date: | |
Amount of Shares: | | |
Approximate Price Per Share ($) (net of commissions): | |
1/4/2016 | |
| 9,920 | | |
$ | 0.55 | |
1/5/2016 | |
| 33,100 | | |
$ | 0.54 | |
1/6/2016 | |
| 4,380 | | |
$ | 0.52 | |
1/7/2016 | |
| 8,800 | | |
$ | 0.52 | |
1/22/2016 | |
| 15,594 | | |
$ | 0.40 | |
1/26/2016 | |
| 13,600 | | |
$ | 0.39 | |
2/1/2016 | |
| 17,000 | | |
$ | 0.32 | |
2/19/2016 | |
| 23,160 | | |
$ | 0.43 | |
2/19/2016 | |
| 225,000 | | |
$ | 0.44 | |
2/25/2016 | |
| 1,200 | | |
$ | 0.45 | |
2/25/2016 | |
| 134,980 | | |
$ | 0.45 | |
(d) The partners of PC Fund have
the right to participate indirectly in the receipt of dividends from, or proceeds from the sale of, the Common Stock set forth
in this Schedule 13D in accordance with their ownership interests in PC Fund.
| Item 6. | Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons
do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.
| Item 7. | Materials
to be filed as Exhibits |
The following exhibits
are incorporated into this Schedule 13D:
Exhibit 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.
Exhibit 2 Letter, dated March 4,
2016, from Prentice Capital Management 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: March 4, 2016
|
PRENTICE CAPITAL LONG/SHORT |
|
EQUITY FUND, LP |
|
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|
|
By: Prentice Capital Management, LP, its |
|
Investment Manager |
|
|
|
|
|
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|
By: |
/s/ Michael Zimmerman |
|
|
Name: Michael Zimmerman |
|
|
Title: CEO |
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PRENTICE CAPITAL MANAGEMENT, LP |
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|
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By |
/s/ Michael Zimmerman |
|
|
Name: Michael Zimmerman |
|
|
Title: CEO |
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|
/s/ Michael Zimmerman |
|
Michael Zimmerman |
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and
among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Bebe
Stores, Inc., a California corporation, is being filed, and all amendments thereto will be filed, on behalf
of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange
Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
Dated as of March 4, 2016
PRENTICE CAPITAL MANAGEMENT, LP |
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|
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|
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By: |
/s/ Michael Zimmerman |
|
|
Name: Michael Zimmerman |
|
|
Title: CEO |
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PRENTICE CAPITAL LONG/SHORT EQUITY FUND, LP |
|
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By: Prentice Capital Management, LP, its Investment Manager |
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|
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By: |
/s/ Michael Zimmerman |
|
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Name: Michael Zimmerman |
|
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Title: CEO |
|
|
|
|
|
|
|
/s/ Michael Zimmerman |
|
Michael Zimmerman |
|
Exhibit 2
March 4, 2016
Bebe Stores, Inc.
400 Valley Drive
Brisbane, CA 94005
Dear Board of Directors:
As you are aware, an affiliate
of Prentice Capital Management, LP owns approximately 5.6% of the outstanding shares of Bebe Stores, Inc (BEBE or “the Company”).
We are writing to express our extreme dissatisfaction with the Board’s continuing and blatant disregard for the interests
of BEBE shareholders – other than those of the controlling shareholder, Mr. Mashouf – while its stock has cratered
87% over the past year. During this time, we have made numerous attempts to contact both the Board (including a letter sent on
December 8th, 2015) as well as Mr. Mashouf, but we have yet to receive a response of any kind.
BEBE’s stock price performance
over the past 1, 3 and 5 year periods has been truly abysmal. Nonetheless, the Company still possesses an asset-rich balance sheet
relative to its existing stock price. Specifically, as of the March 2nd close, BEBE traded at $0.47 per share with a
market capitalization of $37 million, no debt, and $53 million of cash and securities; additionally, the Company’s balance
sheet includes an estimated $30 million of real estate value. All told, the Company’s total assets stand at approximately
$83 million, or $1.05 per share – a 123% premium to its current stock price! As many of you are aware, companies usually
trade at a (significant) premium to their underlying net assets; unfortunately, as we sit here today, the market is ascribing a
significantly negative value to BEBE’s business and management team (something which rarely happens).
The purpose of this letter
is not to dwell on prior Company missteps but rather to communicate a simple message: the Board must respond to its shareholders,
and it needs to understand that its fiduciary responsibility extends to the interests of all BEBE shareholders, not just
its largest and most intimate one. In light of the severe destruction of shareholder value, we find it simply indefensible that
the Board continues to refuse communication with its 2nd largest shareholder. The Board needs to recognize that standing
by and doing nothing (while hiding behind Mr. Mashouf) is not a defense and will not satisfy any reasonable standard of executing
its fiduciary responsibility. In short, BEBE must: 1.) Immediately pursue the monetization of its real estate holdings; 2.) Strengthen
its balance sheet by securing a credit line; 3.) Communicate a comprehensive turn-around plan to shareholders; and 4.) Openly discuss
strategic alternatives (we believe the BEBE brand remains relevant and potentially valuable to the appropriate buyer).
Given the destruction of shareholder
value over the recent past, the Board’s utter lack of consideration for, and communication with, its broader investor base
is unconscionable. Immediate action must be taken to create (and salvage) shareholder value. We have waited patiently but have
been consistently ignored; thus, we are left with no alternative but to express our views in the public domain. We plan to remain
vigilant until the Board (and the controlling shareholder) takes action to realize value in the best interests of all BEBE
shareholders.
Sincerely,
Prentice Capital
Bebe Stores (PK) (USOTC:BEBE)
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