Redenvelope Inc - Statement of Beneficial Ownership (SC 13D)
November 19 2007 - 4:17PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities
Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Michael
S. Novins, Esq.
Blyth,
Inc.
One
East Weaver Street
Greenwich,
CT 06831
(203)
661-1926
with a
copy to:
Harold
B. Finn III, Esq.
Finn
Dixon & Herling LLP
177
Broad Street, 15th Floor
Stamford,
CT 06901
(203)
325-5000
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 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).
Page 1 of 5
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CUSIP No. 75733R 60 1
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1.
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Names of Reporting Persons.
Blyth, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
PF
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5.
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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
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
1,354,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,354,000
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,354,000
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12.
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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)
14.2%
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14.
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Type of Reporting Person
(See Instructions)
CO
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Page 2 of 5
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the common stock, par
value $0.01 per share (“Common Stock”), of RedEnvelope, Inc., a Delaware
corporation (the “Issuer”). The
Issuer’s principal executive offices are located at 149 New Montgomery
Street, San Francisco, California 94105.
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Item 2.
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Identity and Background
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(a) This statement is filed by Blyth, Inc. (“Blyth”). The name, business address and present
principal occupation or employment of each of Blyth’s executive officers,
directors and controlling persons are set forth on
Schedule A
hereto and
incorporated herein by reference.
(b) Blyth’s principal business and principal office address
is One East Weaver Street, Greenwich, Connecticut 06831.
(c) Blyth is a home expressions company that designs,
markets and distributes an extensive array of candles, decorative
accessories, seasonal decorations and household convenience items, as well as
tabletop lighting, accessories and chafing fuel.
(d) During the last five years, Blyth has not, and to the
knowledge of Blyth, none of the persons listed on
Schedule A
has, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Blyth has not, and to the
knowledge of Blyth, none of the persons listed on
Schedule A
has, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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) Blyth is a Delaware corporation. Each of the persons listed on
Schedule A
is a citizen of the United States (in addition, Ms. Busquet is a dual citizen
of the United States and France).
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Item 3.
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Source and Amount of Funds or Other Consideration
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The net investment costs (including any commissions)
in the shares of Common Stock of the Issuer is $6,409,427 and Blyth has used
working capital to fund the investment.
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Item 4.
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Purpose of Transaction
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Blyth acquired the Common Stock for investment
purposes. Depending on price,
availability, market conditions and other factors that may affect its
judgment, Blyth may acquire additional shares of Common Stock or dispose of any
or all of the shares of Common Stock.
Blyth does not currently intend to acquire the Issuer or to control
the management and policies of the Issuer.
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Item 5.
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Interest in Securities of the Issuer
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(a) As of November 19, 2007, Blyth beneficially owned
1,354,000 shares of Common Stock, which represented 14.2% of the Issuer’s
outstanding shares of Common Stock.
The percentage of beneficial ownership, as reported in this statement,
was calculated by dividing the number of shares beneficially owned by Blyth
as of November 19, 2007 by 9,522,982 shares (the number of outstanding shares
of Common Stock of the Issuer as of August 28, 2007, based upon the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on September 14, 2007).
(b) Blyth has the sole power to vote and sole power to
dispose of all of the shares held by Blyth.
(c) During the past sixty days, Blyth effected the following
transactions in the Common Stock, all of which were purchased on the Nasdaq
Global Market for cash:
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Date
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Number of
Shares Purchased
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Price per Share
(excluding commissions) ($)
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August 13, 2007
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8,500
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4.41
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August 15, 2007
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1,000
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4.70
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August 16, 2007
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33,269
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4.82
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August 17, 2007
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11,000
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4.97
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August 21, 2007
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5,000
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4.76
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August 22, 2007
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2,600
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4.76
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August 23, 2007
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15,000
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5.00
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August 27, 2007
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2,400
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5.00
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August 28, 2007
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4,900
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5.00
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August 29, 2007
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1,400
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5.05
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August 30, 2007
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2,624
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5.05
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September 5, 2007
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700
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5.05
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September 6, 2007
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8,000
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5.09
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September 7, 2007
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2,900
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5.08
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September 10, 2007
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2,800
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5.11
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September 12, 2007
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11,400
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5.22
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September 13, 2007
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11,700
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5.25
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September 14, 2007
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10,300
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5.24
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September 17, 2007
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24,300
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5.25
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September 18, 2007
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45,000
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5.25
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September 19, 2007
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56,900
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5.23
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September 20, 2007
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3,200
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5.23
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October 26, 2007
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2,900
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5.00
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October 30, 2007
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8,400
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4.99
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November 2, 2007
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40,000
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4.98
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November 5, 2007
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63,106
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4.84
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November 6, 2007
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55,701
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4.86
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November 7, 2007
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50,000
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4.98
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November 8, 2007
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32,000
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4.81
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November 9, 2007
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52,000
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4.71
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November 12, 2007
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50,000
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4.58
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November 13, 2007
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235,000
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4.44
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November 14, 2007
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500,000
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4.51
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(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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Not applicable.
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Item 7.
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Material to Be Filed as Exhibits
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Not applicable.
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Page
3 of 5
SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
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November 19, 2007
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Date
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/s/ Michael S. Novins
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Signature
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Michael S. Novins
Vice President and General Counsel
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Name/Title
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Page
4 of 5
SCHEDULE A
The names of the directors and
names and titles of the executive officers of Blyth and their principal
occupations are set forth below. Robert
B. Goergen may be deemed to be a controlling person of Blyth. The business address of each of such persons
is that of Blyth at One East Weaver Street, Greenwich, CT 06831.
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Name
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Principal Occupation
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Robert B. Goergen*
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Chairman of the Board and Chief Executive Officer of Blyth
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Robert H. Barghaus
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Vice President and Chief Financial Officer of Blyth
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Anne M. Butler
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Vice President of Blyth and President of PartyLite – Worldwide
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Robert B. Goergen, Jr.
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Vice President and President, Multi-Channel Group of Blyth
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Roger A. Anderson*
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Chairman of Promotion Products Inc.
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John W. Burkhart*
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Chairman of Breezy Hill Enterprises, Inc.
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Anne M. Busquet*
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Principal of AMB Advisors, LLC
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Pamela M. Goergen*
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Managing Director of The Ropart Group
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Neal I. Goldman*
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President of Goldman Capital Management, Inc.
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Carol J. Hochman*
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President and Chief Executive Officer of Danskin, Inc.
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Wilma M. Jordan*
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Chief Executive Officer or The Jordan, Edmiston Group, Inc.
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James M. McTaggart*
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Chairman of Marakon Associates
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Howard E. Rose*
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Director and former Chief Financial Officer of Blyth
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* Director
Page
5 of 5
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