CUSIP
No. 148435100
|
13D/A
|
Page
2 of 8 Pages
|
1
|
Names
of Reporting Persons
Phillip
Frost, M.D.
|
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
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
889,776
(1)
|
8
|
Shared
Voting Power
53,346,509
(2)(3)
|
9
|
Sole
Dispositive Power
889,776
(1)
|
10
|
Shared
Dispositive Power
53,346,509
(2)(3)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
54,236,285
(1)(2)(3)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
31.8%
(4)
|
14
|
Type
of Reporting Person (see
instructions)
IN
|
(1)
Includes (i) vested options (including options that will be exercisable within 60 days of the date hereof) to purchase 80,000
Common Shares (as defined herein), (ii) 7,500 restricted Common Shares granted to Frost (as defined herein) on March 1, 2018,
which vest on the second anniversary of the grant date, and (iii) 15,000 restricted Common Shares granted to Frost (as defined
herein) on February 27, 2019, which vest in two equal annual installments, beginning on the one year anniversary of the grant
date.
(2)
Includes 43,975,719 Common Shares held by the Gamma Trust (as defined herein).
(3)
Includes 9,370,790 Common Shares held by the Nevada Trust (as defined herein).
(4)
The calculation of the percentage is based on (i) 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in
Exhibit 2.1 to the Form 8-K filed on August 29, 2019 and (ii) 80,000 Common Shares to be issued upon the exercise of vested options
(which are exercisable within 60 days of the date hereof) held by the Reporting Person.
CUSIP
No. 148435100
|
13D/A
|
Page
3 of 8 Pages
|
1
|
Names
of Reporting Persons
Frost
Gamma Investments Trust
|
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)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
43,975,719
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
43,975,719
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
43,975,719
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
25.8%
(1)
|
14
|
Type
of Reporting Person (see
instructions)
OO
|
(1)
The calculation of the percentage is based on 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in Exhibit
2.1 to the Form 8-K filed on August 29, 2019.
CUSIP
No. 148435100
|
13D/A
|
Page
4 of 8 Pages
|
1
|
Names
of Reporting Persons
Frost
Nevada Investments Trust
|
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)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
9,370,790
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
9,370,790
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,370,790
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
5.5%
(1)
|
14
|
Type
of Reporting Person (see
instructions)
OO
|
(1)
The calculation of the percentage is based on 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in Exhibit
2.1 to the Form 8-K filed on August 29, 2019.
CUSIP
No. 148435100
|
13D/A
|
Page
5 of 8 Pages
|
SCHEDULE
13D/A
AMENDMENT
NO. 12 TO SCHEDULE 13D
This
Amendment No. 12 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D (the “Original
13D”) filed by Phillip Frost, M.D., an individual (“Frost”), Frost Gamma Investments Trust, a trust organized
under the laws of Florida (the “Gamma Trust”), and Frost Nevada Investments Trust, a trust organized under the laws
of Florida (the “Nevada Trust”, and together with the Gamma Trust, the “Trusts”; and the Trusts, together
with Frost, each a “Reporting Person” and together the “Reporting Persons”) with the Securities and Exchange
Commission (the “SEC”) on September 15, 2008, as amended by Amendment No. 1 to Schedule 13D filed on October 22, 2008
with the SEC, Amendment No. 2 to Schedule 13D filed on February 20, 2009 with the SEC, Amendment No. 3 to Schedule 13D filed on
May 27, 2009, Amendment No. 4 to Schedule 13D filed on July 6, 2010, Amendment No. 5 to Schedule 13D filed on June 20, 2011, Amendment
No. 6 to Schedule 13D filed on October 27, 2011, Amendment No. 7 to Schedule 13D filed on March 14, 2014, Amendment No. 8 to Schedule
13D filed on August 15, 2014, Amendment No. 9 to Schedule 13D filed on March 2, 2016, Amendment No. 10 to Schedule 13D filed on
March 16, 2018, and Amendment No. 11 to Schedule 13D filed on February 14, 2019 with respect to the common stock, par value $0.01
per share (the “Common Shares”), of Castle Brands Inc., a Florida corporation and successor by merger to Castle Brands
Inc., a Delaware corporation (the “Issuer”), by furnishing the information set forth below. Except as set forth below,
all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the
Original 13D, as amended.
This
Amendment is being filed to disclose that the Reporting Persons have entered into a Tender and Support Agreement with respect
to an Agreement and Plan of Merger as described below. This Amendment also reports changes in the Reporting Persons’ respective
current beneficial ownership percentages of the Issuer’s Common Shares based on changes to the Reporting Persons’
beneficial ownership amounts and the number of outstanding Common Shares.
Item
1. Security and Issuer
Item
1 is hereby deleted in its entirety and replaced with the following:
This
statement on Schedule 13D (this “Schedule 13D”) relates to the Common Shares of the Issuer. The principal executive
offices of the Issuer are located at 122 East 42nd Street, Suite 5000, New York, New York 10168.
Item
4. Purpose of Transaction
Item
4 is hereby amended and supplemented by adding the following:
On
August 28, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Austin, Nichols
and Co., Inc., a Delaware corporation and affiliate of Pernod Ricard S.A. (“Parent”), and Parent’s newly-formed
subsidiary, Rook Merger Sub, Inc., a Florida corporation (“Merger Sub”), under which Parent has agreed, through Merger
Sub, to commence a cash tender offer (the “Offer”) to purchase all of the outstanding Common Shares, at a price of
$1.27 per Common Share in cash, without interest (less any applicable withholding taxes) (the “Offer Price”). Following
the successful completion of the Offer, subject to customary conditions, Merger Sub would be merged (the “Merger”)
with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger
(the “Effective Time”), each issued and outstanding Common Share, other than any Common Shares held in the treasury
of the Issuer, owned by Parent, Merger Sub or any of their respective subsidiaries, or owned by shareholders who properly exercise
statutory appraisal rights, if applicable, , will be converted into the right to receive an amount equal to the Offer Price.
CUSIP
No. 148435100
|
13D/A
|
Page
6 of 8 Pages
|
The
Reporting Persons, Richard Lampen and Mark Andrews, who collectively own approximately 37% of the outstanding Common Shares of
the Issuer (approximately 40% on a fully diluted basis), entered into a tender and support agreement (the “Tender and Support
Agreement”) with Parent and Merger Sub in which they agreed to (a) tender all Common Shares owned by such shareholders in
the Offer, (b) vote such Common Shares in favor of the Merger and any related matters on which such shareholders may be called
to vote, (c) grant Parent an irrevocable proxy to vote such Common Shares in accordance with the Tender and Support Agreement
and (d) waive any appraisal rights in connection with the Merger. The Tender and Support Agreement contains customary representations
and warranties of Parent, Merger Sub, the Reporting Persons and Messrs. Lampen and Andrews. Each of the Reporting Persons and
Messrs. Lampen and Andrews are subject to an agreement to not solicit alternative acquisition proposals and may not transfer or
encumber their shares except under limited circumstances. The Tender and Support Agreement would terminate upon certain circumstances,
including, but not limited to, termination of the Merger Agreement, the Effective Time (as defined in the Merger Agreement) or
the termination of such Tender and Support Agreement by mutual written consent of the parties thereto.
The
foregoing summary of the material terms of the Tender and Support Agreement is not complete and is qualified in its entirety by
reference to the Tender and Support Agreement, which is filed as Exhibit 99.5 attached hereto and incorporated herein by reference.
Item
5. Interest in Securities of the Issuer
(a)
and (b) Items 5(a) and 5(b) are hereby deleted in their entirety and replaced with the following:
The
Reporting Persons beneficially own Common Shares as follows:
Name
|
|
Number
of Common Shares
|
|
|
Sole
or Shared Voting
|
|
Sole
or Shared Dispositive
|
|
%
of Total Outstanding
|
|
Phillip Frost, M.D.
|
|
|
889,776
|
(1)
|
|
Sole
|
|
Sole
|
|
|
0.5
|
%(2)
|
|
|
|
53,346,509
|
(3)(4)
|
|
Shared(5)(6)
|
|
Shared(5)(6)
|
|
|
31.3
|
%(7)
|
Total:
|
|
|
54,236,285
|
(1)(3)(4)
|
|
|
|
|
|
|
31.8
|
%(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost Gamma Investments Trust
|
|
|
43,975,719
|
|
|
Shared(5)
|
|
Shared(5)
|
|
|
25.8
|
%(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost Nevada Investments Trust
|
|
|
9,370,790
|
|
|
Shared(6)
|
|
Shared(6)
|
|
|
5.5
|
%(7)
|
(1)
Includes (i) vested options (including options that will be exercisable within 60 days of the date hereof) to purchase 80,000
Common Shares, (ii) 7,500 restricted Common Shares granted to Frost (as defined herein) on March 1, 2018, which vest on the second
anniversary of the grant date, and (iii) 15,000 restricted Common Shares granted to Frost (as defined herein) on February 27,
2019, which vest in two equal annual installments, beginning on the one year anniversary of the grant date.
(2)
The calculation of the percentage is based on (i) 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in
Exhibit 2.1 to the Form 8-K filed on August 29, 2019, (ii) 80,000 Common Shares to be issued upon the exercise of vested options
(which will be exercisable within 60 days of the date hereof) held by the Reporting Person.
(3)
Includes 43,975,719 Common Shares held by the Gamma Trust.
(4)
Includes 9,370,790 Common Shares held by the Nevada Trust.
(5)
Frost is the sole trustee of the Gamma Trust and may be deemed to share beneficial ownership of the securities held by the Gamma
Trust with the Gamma Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Gamma Trust. Frost is
one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost
Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder
of Frost-Nevada Corporation.
(6)
Frost is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership of the securities held by the Nevada
Trust with the Nevada Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of the Nevada Trust. Frost
is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the
sole general partner of Frost-Nevada Limited Partnership.
(7)
The calculation of the percentage is based on 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in Exhibit
2.1 to the Form 8-K filed on August 29, 2019.
(8)
The calculation of the percentage is based on (i) 170,372,173 Common Shares outstanding as of August 27, 2019, as reported in
Exhibit 2.1 to the Form 8-K filed on August 29, 2019, and (ii) 80,000 Common Shares to be issued upon the exercise of vested options
(including options that will be exercisable within 60 days of the date hereof) held by the Reporting Person.
CUSIP
No. 148435100
|
13D/A
|
Page
7 of 8 Pages
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 is hereby amended and supplemented by adding the following:
The
matters set forth in Item 4 above are incorporated into this Item 6 by reference as if fully set forth herein.
Item
7. Material to be Filed as Exhibits.
Item
7 is hereby amended to add the following exhibit:
CUSIP
No. 148435100
|
13D/A
|
Page
8 of 8 Pages
|
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.
Dated
as of September 5, 2019
|
/s/
Phillip Frost, M.D.
|
|
Phillip
Frost, M.D.
|
|
FROST
GAMMA INVESTMENTS TRUST
|
|
|
|
By:
|
/s/
Phillip Frost, M.D.
|
|
Name:
|
Phillip
Frost, M.D.
|
|
Title:
|
Trustee
|
|
FROST
NEVADA INVESTMENTS TRUST
|
|
|
|
|
By:
|
/s/
Phillip Frost, M.D.
|
|
Name:
|
Phillip
Frost, M.D.
|
|
Title:
|
Trustee
|