View:
Download DOC
Download PDF
Download XLS

 

 

UNITED STATES

 

 

SECURITIES & EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

Hansen Natural Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

411310105

(CUSIP Number)

 

Rodney C. Sacks

550 Monica Circle, Suite 201

Corona, California 92880

(951) 739-6200

 

With a copy to:

 

Michael R. Littenberg, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 18, 2010

(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 in the remainder of this cover page shall not be deemed to be "filed" for 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.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Brandon Limited Partnership No. 1

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
1,040,928

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,040,928

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,928

 

 

(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)
1.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Brandon Limited Partnership No. 2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
4,907,824

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
4,907,824

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,824

 

 

(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)
5.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Rodney Cyril Sacks

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
3,534,873

 

(8)

Shared Voting Power
11,686,006

 

(9)

Sole Dispositive Power
3,534,873

 

(10)

Shared Dispositive Power
11,686,006

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
15,220,879

 

 

(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)
16.0%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilton Hiller Schlosberg

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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 Kingdom

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
3,223,649

 

(8)

Shared Voting Power
11,686,006

 

(9)

Sole Dispositive Power
3,223,649

 

(10)

Shared Dispositive Power
11,686,006

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
14,909,655

 

 

(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)
15.6%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
HRS Holdings, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
757,866

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
757,866

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
757,866

 

 

(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)
0.8%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
3,730,000

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
3,730,000

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
3,730,000

 

 

(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)
3.9%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings IV, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
192,462

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
192,462

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
192,462

 

 

(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)
0.2%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings V, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
95,714

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
95,714

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
95,714

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VI, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
228,950

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
228,950

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
228,950

 

 

(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)
0.2%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VII, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
42,740

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
42,740

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
42,740

 

 

(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)
0.04%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

11


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings VIII, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
153,618

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
153,618

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
153,618

 

 

(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)
0.2%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

12


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings IX, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
347,602

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
347,602

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
347,602

 

 

(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)
0.4%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

13


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings X, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
66,408

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
66,408

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
66,408

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

14


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Hilrod Holdings XI, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
121,894

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
121,894

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
121,894

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

15


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
The RCS 2008 Grantor Retained Annuity Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
65,466

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
65,466

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
65,466

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

16


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
The RCS 2009 Grantor Retained Annuity Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
122,590

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
122,590

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
122,590

 

 

(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)
0.1%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

17


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
The RCS Direct Grantor Retained Annuity Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
46,386

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
46,386

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
46,386

 

 

(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)
0.05%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

18


 

CUSIP No.   411310105

13D/A

 

 

(1)

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
The RCS Direct Grantor Retained Annuity Trust #2

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
PF (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
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
19,175

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
19,175

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
19,175

 

 

(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)
0.02%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

19


 

CUSIP No. 411310105

 

13D/A

 

 

 

Introduction

 

This Amendment No. 10 (“Amendment No. 10”) amends the statement on Schedule 13D dated November 21, 1990 (the “Original Statement”), as amended by Amendment No. 1 dated March 29, 1991 (“Amendment No. 1”), Amendment No. 2 dated June 11, 1993 (“Amendment No. 2”), Amendment No. 3 dated August 29, 1994 (“Amendment No. 3”), Amendment No. 4 dated November 22, 2004 (“Amendment No. 4”), Amendment No. 5 dated December 1, 2004 (“Amendment No. 5”), Amendment No. 6 dated December 29, 2005 (“Amendment No. 6”), Amendment No. 7 dated January 13, 2005 (“Amendment No. 7”), Amendment No. 8 dated February 2, 2006 (“Amendment No. 8”) and Amendment No. 9 filed February 23, 2010 (“Amendment No. 9”) (the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6,  Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10 are sometimes referred to herein collectively as this “statement on Schedule 13D”), relating to the common stock, par value $0.005 per share (“Common Stock”), of Hansen Natural Corporation, a corporation organized under the laws of the state of Delaware (the “Company”).  This Amendment No. 10 reflects transactions and developments through November 23, 2010, relating to such persons’ respective holdings of the Company.  The Reporting Persons may be deemed to constitute a “group” and, accordingly, jointly file this Amendment No. 10.  A joint filing agreement by the Reporting Persons is attached hereto as Exhibit A.

 

Any capitalized terms used in this Amendment No. 10 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9.

 

Item 2.                    Identity and Background

 

Item 2(a) is hereby amended by deleting Item 2(a) in its entirety and inserting in lieu thereof the following:

 

(a)           The reporting persons are Brandon Limited Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”), Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”), Rodney Cyril Sacks, a natural person in his individual capacity (“Mr. Sacks”), Hilton Hiller Schlosberg, a natural person in his individual capacity (“Mr. Schlosberg”), HRS Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“HRS Holdings”), Hilrod Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod Holdings”), Hilrod Holdings IV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IV”), Hilrod Holdings V, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod V”), Hilrod Holdings VI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VI”), Hilrod Holdings VII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VII”), Hilrod Holdings VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VIII”), Hilrod Holdings IX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IX”), Hilrod Holdings X, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod X”), Hilrod Holdings XI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XI”),

 

20


 

CUSIP No. 411310105

 

13D/A

 

 

 

The RCS 2008 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS 2008”), The RCS 2009 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS 2009”), The RCS Direct Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct”), and The RCS Direct Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS Direct #2”).

 

The general partners of each of Brandon No. 1, Brandon No. 2, HRS Holdings, Hilrod, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X and Hilrod XI are Mr. Sacks and Mr. Schlosberg.

 

The sole trustee of RCS 2008, RCS 2009, RCS Direct and RCS Direct #2 is Mr. Sacks.

 

Item 2(b) is hereby amended and supplemented by adding the following:

 

The principal business address for each of Hilrod IX, Hilrod X, Hilrod XI, RCS Direct and RCS Direct #2 is 550 Monica Circle, Suite 201, Corona, California 92880.

 

Item 2(c) is hereby amended and supplemented by adding the following:

 

The principal business of each of Hilrod IX, Hilrod X Hilrod XI, RCS Direct and RCS Direct #2 is to invest in, acquire, hold, sell, dispose of and otherwise deal in shares of the Common Stock and other securities of the Company.

 

Item 2(d) is hereby amended by deleting Item 2(d) in its entirety and inserting in lieu thereof the following:

 

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Item 2(e) is hereby amended by deleting Item 2(e) in its entirety and inserting in lieu thereof the following:

 

During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting 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.

 

Item 3.            Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented by adding the following:

 

Shares of Common Stock of the Company purchased by each of Mr. Sacks and Mr. Schlosberg were subsequently transferred to each of Hilrod IX, Hilrod X and Hilrod XI by Mr. Sacks and Mr. Schlosberg.  Shares of Common Stock of the Company purchased by Mr. Sacks were subsequently transferred to RCS Direct and RCS Direct #2 by Mr. Sacks.

 

21


 

CUSIP No. 411310105

 

13D/A

 

 

 

Item 4.            Purpose of Transaction

 

Item 4 is hereby amended and supplemented by adding the following:

 

This Amendment No. 10 is being filed to report the disposition by the Reporting Persons of Common Stock of the Company that represents approximately a 4.05% decrease in the Reporting Persons’ beneficial ownership of the outstanding Common Stock of the Company since the date of filing Amendment No. 9 to this statement on Schedule 13D.  The Reporting Persons sold certain shares in the open market and distributed shares of Common Stock of the Company to certain limited partners in accordance with the terms of the partnership agreements.  The purpose of the transactions involving the Common Stock of the Company was to reduce the ownership of Common Stock by the Reporting Persons.

 

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.

 

Item 5.            Interest in Securities of the Issuer

 

Item 5 is hereby amended by deleting Item 5 in its entirety and inserting in lieu thereof the following:

 

(a)-(b)             As of November 23, 2010, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 18,444,528 shares, or 20.75% of the Common Stock.

 

The information set forth in the cover pages to this Amendment No. 10 and the information set forth or incorporated into Items 2, 3, 4 and 6 hereof is incorporated herein by reference.

 

22


 

CUSIP No. 411310105

 

13D/A

 

 

 

As of November 23, 2010, Mr. Sacks beneficially owns an aggregate of 15,220,879 shares, or 16.0%, of the Common Stock, as follows:

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power With
Respect
to Such Shares

62,756

 

Direct ownership of shares.

 

Sole power.

3,281,256

 

Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof.

 

Sole power.

1,040,928

 

Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.

4,907,824

 

Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

757,866

 

Indirect ownership through HRS Holdings as one of the general partners of HRS Holdings.

 

May be deemed to have shared power by virtue of his position as one of the general partners of HRS Holdings.

3,730,000

 

Indirect ownership through Hilrod as one of the general partners of Hilrod.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod.

192,462

 

Indirect ownership through Hilrod IV as one of the general partners of Hilrod IV.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IV.

95,714

 

Indirect ownership through Hilrod V as one of the general partners of Hilrod V.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod V.

228,950

 

Indirect ownership through Hilrod VI as one of the general partners of Hilrod VI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VI.

42,740

 

Indirect ownership through Hilrod VII as one of the general partners of Hilrod VII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VII.

153,618

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod VIII.

 

May be deemed to have shared power by virtue of his position as one

 

23


 

CUSIP No. 411310105

 

13D/A

 

 

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power With
Respect
to Such Shares

 

 

 

 

of the general partners of Hilrod VIII.

347,602

 

Indirect ownership through Hilrod IX as one of the general partners of Hilrod IX.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IX.

66,408

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod X.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod X.

121,894

 

Indirect ownership through Hilrod XI as one of the general partners of Hilrod XI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XI.

65,466

 

Indirect ownership through RCS 2008 as the trustee of RCS 2008.

 

Sole power.

122,590

 

Indirect ownership through RCS 2009 as the trustee of RCS 2009.

 

Sole power.

46,386

 

Indirect ownership through RCS Direct as the trustee of RCS Direct.

 

Sole power.

19,175

 

Indirect ownership through RCS Direct #2 as the trustee of RCS Direct #2.

 

Sole power.

 

24


 

CUSIP No. 411310105

 

13D/A

 

 

 

As of November 23, 2010, Mr. Schlosberg beneficially owns an aggregate of 14,909,655 shares, or 15.6%, of the Common Stock, as follows:

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power

5,149

 

Direct ownership of shares.

 

Sole power.

3,223,649

 

Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof.

 

Sole power.

1,040,928

 

Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.

4,907,824

 

Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

757,866

 

Indirect ownership through HRS Holdings as one of the general partners of HRS Holdings.

 

May be deemed to have shared power by virtue of his position as one of the general partners of HRS Holdings.

3,730,000

 

Indirect ownership through Hilrod as one of the general partners of Hilrod.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod.

192,462

 

Indirect ownership through Hilrod IV as one of the general partners of Hilrod IV.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IV.

95,714

 

Indirect ownership through Hilrod V as one of the general partners of Hilrod V.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod V.

228,950

 

Indirect ownership through Hilrod VI as one of the general partners of Hilrod VI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VI.

42,740

 

Indirect ownership through Hilrod VII as one of the general partners of Hilrod VII.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod VII.

153,618

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod VIII.

 

May be deemed to have shared power by virtue of his position as one of the general partners

 

25


 

CUSIP No. 411310105

 

13D/A

 

 

 

Number of
Shares

 

Nature of Beneficial Ownership

 

Nature of Voting and
Disposition Power

 

 

 

 

of Hilrod VIII.

347,602

 

Indirect ownership through Hilrod IX as one of the general partners of Hilrod IX.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod IX.

66,408

 

Indirect ownership through Hilrod VIII as one of the general partners of Hilrod X.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod X.

121,894

 

Indirect ownership through Hilrod XI as one of the general partners of Hilrod XI.

 

May be deemed to have shared power by virtue of his position as one of the general partners of Hilrod XI.

 

Percentages calculated in this Schedule 13D with respect to Brandon No. 1, Brandon No. 2, HRS Holdings, Hilrod, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, RCS 2008, RCS 2009, RCS Direct and RCS Direct #2 are based upon an aggregate of 95,981,953 shares of Common Stock outstanding as of November 23, 2010 (the “Aggregate Outstanding Shares”), as disclosed to the Reporting Persons by the Company. Percentages calculated in this Schedule 13D with respect to each of Mr. Sacks and Mr. Schlosberg are based upon the Aggregate Outstanding Shares plus 3,218,500 shares of Common Stock issuable to such persons upon exercise of options to purchase Common Stock. Percentages calculated in this Schedule 13D with respect to the Reporting Persons as a group are based upon the Aggregate Outstanding Shares plus 6,437,000 shares of Common Stock issuable to the Reporting Persons upon exercise of options to purchase Common Stock.

 

Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Mr. Sacks: (i) 62,756 shares of Common Stock; (ii) 3,218,500 shares presently exercisable under the stock option agreements; (iii) 37,300 shares beneficially held by Hilrod because Mr. Sacks is one of Hilrod’s general partners; (iv) 7,579 shares beneficially held by HRS Holdings because Mr. Sacks is one of HRS Holdings’ general partners; (v) 1,925 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (vi) 957 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (vii) 2,290 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (viii) 427 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (ix) 1,536 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners;(x) 3,476 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners;(xi) 664 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; and (xii) 1,219 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; and (b) with respect to Mr. Schlosberg: (i) 5,149 shares of Common Stock; (ii) 3,218,500 shares presently exercisable under the stock option agreements; (iii) 37,300 shares beneficially held by Hilrod because Mr. Schlosberg is one of Hilrod’s general partners; (iv) 7,579 shares beneficially held by HRS Holdings because Mr. Schlosberg is one of HRS

 

26


 

CUSIP No. 411310105

 

13D/A

 

 

 

Holdings’ general partners; (v) 1,925 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (vi) 957 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (vii) 2,290 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (viii) 427 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (ix) 1,536 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (x)  3,476 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners;(xi) 664 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; and (xii) 1,219 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners.

 

(c)           Following are transactions in the Company’s securities effected by the Reporting Persons during the past 60 days:

 

Name

 

Date of
Transaction

 

No. of Shares
Purchased/
(Sold)

 

Average Price
Per Share

 

Range of Prices
Per Share

 

Hilrod III

 

11/09/2010

 

(21,096

)

$

50.77

(1)

$50.75 - $50.88

 

Hilrod VI

 

11/09/2010

 

(22,892

)

$

50.77

(1)

$50.75 - $50.88

 

Hilrod VI

 

11/11/2010

 

(13,878

)

$

46.69

(1)

$49.50 - $49.87

 

Hilrod

 

11/11/2010

 

(92,134

)

$

46.69

(1)

$49.50 - $49.87

 

Hilrod

 

11/12/2010

 

(50,000

)

$

50.06

(1)

$50.00 - $50.25

 

Hilrod

 

11/15/2010

 

(22,768

)

$

50.02

(1)

$50.00 - $50.08

 

Hilrod

 

11/17/2010

 

(300

)

$

50.00

 

 

 

Brandon No. 2

 

11/18/2010

 

(2,605,512

)(2)

N/A

 

N/A

 

HRS Holdings

 

11/18/2010

 

(42,134

)

$

50.01

(1)

$50.00 - $50.25

 

Hilrod

 

11/18/2010

 

(84,798

)

$

50.01

(1)

$50.00 - $50.25

 

Hilrod

 

11/19/2010

 

(35,000

)

$

52.86

(1)

$52.80 - $53.04

 

Hilrod

 

11/22/2010

 

(15,000

)

53.07

(1)

$53.00 - $53.17

 

 

(1)            This transaction was executed in multiple trades in the open market.  The price reported above reflects the weighted average sale price.  The range of sales prices for these transactions is set forth above.  The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Company or a security holder of the Company full information regarding the number of shares and prices at which the transaction was effected.

 

(2)            The shares of Common Stock represent shares which are held of record by Brandon No. 2. Such shares were distributed to certain limited partners in accordance with the terms of the partnership agreement.

 

(d)           No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 

27


 

CUSIP No. 411310105

 

13D/A

 

 

 

(e)           Not applicable.

 

Item 7.            Material to be Filed as Exhibits

 

1.             Joint Filing Agreement dated November 23, 2010.

 

28


 

CUSIP No. 411310105

 

13D/A

 

 

 

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.

 

 

November 23, 2010

 

 

BRANDON LIMITED PARTNERSHIP NO. 1

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

BRANDON LIMITED PARTNERSHIP NO. 2

 

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

HRS HOLDINGS, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS IV, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

HILROD HOLDINGS V, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

29


 

CUSIP No. 411310105

 

13D/A

 

 

 

 

HILROD HOLDINGS VI, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS VII, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS VIII, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS IX, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS X, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS XI, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

THE RCS 2008 GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

THE RCS 2009 GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

30


 

CUSIP No. 411310105

 

13D/A

 

 

 

 

THE RCS DIRECT GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

THE RCS DIRECT GRANTOR RETAINED ANNUITY TRUST #2

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

 

 

/s/ Rodney C. Sacks

 

RODNEY C. SACKS

 

 

 

/s/ Hilton H. Schlosberg

 

HILTON H. SCHLOSBERG

 

31


 

CUSIP No. 411310105

 

13D/A

 

 

 

EXHIBIT INDEX

 

A.            Joint Filing Agreement dated November 23, 2010.

 

32

Exhibit 99.(A)

 

JOINT FILING AGREEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of November 23, 2010

 

 

BRANDON LIMITED PARTNERSHIP NO. 1

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

BRANDON LIMITED PARTNERSHIP NO. 2

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

General Partner

 

 

 

 

 

 

 

HRS HOLDINGS, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

HILROD HOLDINGS IV, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

1


 

 

HILROD HOLDINGS V, L.P.

 

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS VI, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS VII, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS VIII, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS IX, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS X, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

HILROD HOLDINGS XI, L.P.

 

 

 

By:

/s/ Hilton H. Schlosberg

 

 

Name:

Hilton H. Schlosberg

 

 

Title:

General Partner

 

 

 

 

 

 

 

 

 

THE RCS 2008 GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

2


 

 

THE RCS 2009 GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

THE RCS DIRECT GRANTOR RETAINED ANNUITY TRUST

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

THE RCS DIRECT GRANTOR RETAINED ANNUITY TRUST #2

 

 

 

By:

/s/ Rodney C. Sacks

 

 

Name:

Rodney C. Sacks

 

 

Title:

Trustee

 

 

 

 

 

 

 

/s/ Rodney C. Sacks

 

RODNEY C. SACKS

 

 

 

/s/ Hilton H. Schlosberg

 

HILTON H. SCHLOSBERG

 

3