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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Hansen Natural Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
411310105
(CUSIP Number)
Rodney C. Sacks
1010 Railroad Street
Corona, California 92882
(909) 739-6200
With a copy to:
Benjamin M. Polk, 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)
December 29, 2005
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.ss. 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).
(Page 1 of 15 Pages)
CUSIP No. 411310105 13D/A Page 2 of 15 Pages
- ----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
326,730
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
326,730
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
326,730
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.4%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 3 of 15 Pages
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,783,334
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,783,334
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,783,334
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.3%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 4 of 15 Pages
- ----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
540,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,930,064
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
540,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,930,064
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,470,064
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 5 of 15 Pages
- ----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
462,194
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,930,064
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
462,194
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,930,064
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,392,258
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
23.4%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 6 of 15 Pages
- ----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
400,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
400,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
400,000
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.8%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 7 of 15 Pages
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(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) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,420,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,420,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,420,000
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.3%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 8 of 15 Pages
INTRODUCTION
This Amendment No. 6 ("AMENDMENT NO. 6") 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")
and Amendment No. 5 dated December 1, 2004 ("Amendment No. 5")(the Original
Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5 and Amendment No. 6 are sometimes referred to herein
collectively as this "STATEMENT ON SCHEDULE 13D"), relating to the common stock,
par value $.005 per share ("COMMON STOCK"), of Hansen Natural Corporation, a
Delaware corporation (formerly known as Unipac Corporation) (the "COMPANY").
Any capitalized terms used in this Amendment No. 6 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 and Amendment No. 5.
ITEM 4. PURPOSE OF TRANSACTION
ITEM 4 IS HEREBY AMENDED AND SUPPLEMENTED BY ADDING THE FOLLOWING:
In order to diversify a portion of Sacks' and Schlosberg' holdings
through the partnership HRS Holdings, L.P., an affiliate of Sacks and Schlosberg
("HRS Holdings") currently plans to sell up to 200,000 shares of Common Stock
over a period of approximately 12 months beginning in January 2006, pursuant to
the 10b5-1 sales plan entered into on December 29, 2005 with Deutsche Bank
Securities Inc. (the "Sales Plan"). A copy of the Sales Plan is being filed
as an exhibit hereto and the foregoing description of the Sales Plan is
qualified in its entirety by reference to the Sales Plan.
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 the date hereof, the aggregate number and percentage of
shares of Common Stock beneficially owned by the Reporting Persons is 5,932,258
shares, or 25.2% of the Common Stock.
As of the date hereof, Brandon No. 1 and Brandon No. 2 directly
beneficially own 326,730 shares, or 1.4%, of the Common Stock and 2,783,334
shares, or 12.3%, of the Common Stock, respectively. Each of Brandon No. 1 and
Brandon No. 2 has shared power to vote and dispose of all shares of the Common
Stock that are directly beneficially owned by it.
As of the date hereof HRS Holdings and Hilrod Holdings L.P. ("Hilrod")
directly beneficially own 400,000 shares or 1.8% of the Common Stock and
1,420,000 shares, or 6.3% of the Common Stock, respectively. Each of HRS
Holdings and Hilrod has shared power to vote and dispose of all shares of the
Common Stock that are directly beneficially owned by it.
CUSIP No. 411310105 13D/A Page 9 of 15 Pages
As of the date hereof, Sacks beneficially owns an aggregate of
5,470,064 shares, or 23.7%, of the Common Stock, as follows:
NATURE OF VOTING AND
DISPOSITION POWER WITH
NUMBER OF RESPECT
SHARES NATURE OF BENEFICIAL OWNERSHIP TO SUCH SHARES
- --------- ---------------------------------- ----------------------
80,000 Direct ownership of shares. Sole power.
460,000 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.
326,730 Indirect ownership through May be deemed to have
Brandon No. 1 as one of the shared power by virtue of
general partners of Brandon No. 1. his position as one of the
general partners of
Brandon No. 1.
2,783,334 Indirect ownership through May be deemed to have
Brandon No. 2 as one of the shared power by virtue of
general partners of Brandon No. 2. his position as one of the
general partners of
Brandon No. 2.
400,000 Indirect ownership through HRS May be deemed to have
Holdings as one of the general shared power by virtue of
partners of HRS Holdings. his position as one of the
general partners of HRS
Holdings.
1,420,000 Indirect ownership through Hilrod May be deemed to have
as one of the general partners of shared power by virtue of
Hilrod. his position as one of the
general partners of Hilrod.
CUSIP No. 411310105 13D/A Page 10 of 15 Pages
As of the date hereof, Schlosberg beneficially owns an aggregate of
5,392,258 shares, or 23.4%, of the Common Stock, as follows:
NUMBER OF NATURE OF VOTING AND
SHARES NATURE OF BENEFICIAL OWNERSHIP DISPOSITION POWER
- --------- ---------------------------------- --------------------
2,194 Direct ownership of shares. Sole power.
460,000 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.
326,730 Indirect ownership through May be deemed to have
Brandon No. 1 as one of the shared power by virtue of
general partners of Brandon his position as one of the
No. 1. general partners of Brandon
No. 1.
2,783,334 Indirect ownership through May be deemed to have
Brandon No. 2 as one of the shared power by virtue of
general partners of Brandon his position as one of the
No. 2. general partners of Brandon
No. 2.
400,000 Indirect ownership through HRS May be deemed to have
Holdings as one of the general shared power by virtue of
partners of HRS Holdings. his position as one of the
general partners of HRS
Holdings.
1,420,000 Indirect ownership through Hilrod May be deemed to have
as one of the general partners of shared power by virtue of
Hilrod. his position as one of the
general partners of Hilrod.
Percentages calculated in this Schedule 13D with respect to Brandon No.
1, Brandon No. 2, HRS Holdings and Hilrod are based upon an aggregate of
22,607,128 shares of Common Stock outstanding as of December, 30 2005 (the
"Aggregate Outstanding Shares"). Percentages calculated in this Schedule 13D
with respect to each of Sacks and Schlosberg are based upon the Aggregate
Outstanding Shares plus 460,000 shares of Common Stock issuable to such person
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 920,000 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
Schlosberg (i) 2,194 shares of Common Stock that he beneficially owns directly
(ii) 460,000 shares issuable upon the exercise of options to purchase Common
Stock which are currently exercisable or exercisable within 60 days hereof (iii)
200,000 shares held by HRS Holdings with respect to the limited partnership
interests held by Schlosberg in HRS Holdings and (iv) 710,000 shares held by
Hilrod with respect to limited partnership interests held by Schlosberg in
Hilrod and (b) with respect to Sacks (i) 80,000 shares of Common Stock that he
beneficially owns directly and (ii) 460,000 shares issuable upon the exercise of
options to purchase Common Stock which are currently exercisable or exercisable
within 60 days hereof (iii) 200,000 shares held by HRS Holdings with respect to
the limited partnership interests held by Sacks in HRS Holdings and (iv) 710,000
shares held by Hilrod with respect to limited partnership interests held by
Sacks in Hilrod.
CUSIP No. 411310105 13D/A Page 11 of 15 Pages
c) Following are transactions in the Company's securities effected by
the Reporting Persons since the last transaction disclosed in Amendment No. 5:
- ----------- --------- --- --------- --------------------------
NUMBER OF
SHARES OF
COMMON PRICE PER WHERE AND HOW THE
DATE STOCK A/D SHARE TRANSACTION WAS EFFECTED
- ----------- --------- --- --------- --------------------------
BRANDON NO. 1
- ----------- --------- --- --------- --------------------------
3/28/05 1,700 D $ 60.00 Shares sold on open market
3/29/05 20,850 D $ 60.00 Shares sold on open market
3/29/05 5,000 D $ 59.80 Shares sold on open market
3/31/05 1,000 D $ 60.27 Shares sold on open market
3/31/05 2,300 D $ 60.26 Shares sold on open market
3/31/05 1,000 D $ 60.25 Shares sold on open market
3/31/05 300 D $ 60.22 Shares sold on open market
3/31/05 300 D $ 60.17 Shares sold on open market
3/31/05 2,600 D $ 60.16 Shares sold on open market
3/31/05 2,100 D $ 60.15 Shares sold on open market
3/31/05 1,790 D $ 60.12 Shares sold on open market
3/31/05 3,100 D $ 60.11 Shares sold on open market
3/31/05 8,650 D $ 60.10 Shares sold on open market
3/31/05 2,450 D $ 60.08 Shares sold on open market
3/31/05 300 D $ 60.07 Shares sold on open market
3/31/05 3,830 D $ 60.06 Shares sold on open market
3/31/05 10,058 D $ 60.05 Shares sold on open market
3/31/05 100 D $ 60.04 Shares sold on open market
3/31/05 3,400 D $ 60.03 Shares sold on open market
3/31/05 4,700 D $ 60.02 Shares sold on open market
3/31/05 100 D $ 60.01 Shares sold on open market
3/31/05 27,892 D $ 60.00 Shares sold on open market
3/31/05 1,100 D $ 59.97 Shares sold on open market
3/31/05 2,100 D $ 59.91 Shares sold on open market
3/31/05 8,856 D $ 59.90 Shares sold on open market
3/31/05 3,461 D $ 59.65 Shares sold on open market
3/31/05 5,420 D $ 59.60 Shares sold on open market
3/31/05 10,000 D $ 59.50 Shares sold on open market
8/8/05 163,365 A N/A Stock dividend issued by the Company
BRANDON NO. 2
- ----------- --------- --- --------- --------------------------
6/30/05 200,000 D N/A Shares distributed to limited
partners of Brandon No. 2 in
accordance with the terms of its
partnership agreement.
8/8/05 1,391,667 A N/A Stock dividend issued by the Company
- ----------- --------- --- --------- --------------------------
RODNEY SACKS
- ----------- --------- --- --------- --------------------------
8/8/05 495,000 A N/A Stock dividend issued by the Company
CUSIP No. 411310105 13D/A Page 12 of 15 Pages
- ----------- --------- --- --------- --------------------------
HILTON SCHLOSBERG
- ----------- --------- --- --------- --------------------------
8/8/05 456,097 A N/A Stock dividend issued by the Company
- ----------------------------
* "A" means an acquisition of securities and "D" means a disposition of
securities.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby supplemented by the following:
The Sales Plan is incorporated by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement dated January 5, 2006.
2. Advanced Instruction to Sell Common Stock, dated December 29, 2005
between Deutsche Bank Securities Inc. and HRS Holdings, L.P.
CUSIP No. 411310105 13D/A Page 13 of 15 Pages
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.
January 5, 2006
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
/s/ Rodney C. Sacks
---------------------------------
RODNEY C. SACKS
/s/ Hilton H. Schlosberg
---------------------------------
HILTON H. SCHLOSBERG
CUSIP No. 411310105 13D/A Page 14 of 15 Pages
EXHIBIT INDEX
1. Joint Filing Agreement dated January 5, 2006.
2. Advanced Instruction to Sell Common Stock, dated December 29, 2005 between
Deutsche Bank Securities Inc. and HRS Holdings, L.P.
CUSIP No. 411310105 13D/A Page 15 of 15 Pages
EXHIBIT 1
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this agreement
as an exhibit to this Schedule 13D to evidence the agreement of the below-named
parties, in accordance with the rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule jointly on behalf of each such
party.
Dated as of January 5, 2006
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
/s/ Rodney C. Sacks
---------------------------------
RODNEY C. SACKS
/s/ Hilton H. Schlosberg
---------------------------------
HILTON H. SCHLOSBERG
EXHIBIT 2
ADVANCED INSTRUCTION TO SELL COMMON STOCK
TO: DEUTSCHE BANK SECURITIES INC. ("DBSI"), ACTING IN ITS INDIVIDUAL
CAPACITY AND/OR AS AGENT FOR DEUTSCHE BANK AG, LONDON BRANCH ("DBAG")
DATED: DECEMBER 28, 2005
ACCOUNT NUMBER:
I am a holder of shares, or options to acquire shares, of the common
stock of Hansen Natural Corporation (the "Company" and the "Shares"). I would
like to sell Shares in order to diversify my portfolio pursuant to this
instruction (the "Instruction"). I also wish to take advantage of SEC Rule
10b5-1, which provides for an affirmative defense from insider trading liability
for purchases and sales effected pursuant to a contract, instruction or plan
entered into when a person is not aware of any material nonpublic information. I
have confirmed with my own legal advisors and with corporate counsel that I am
eligible to sell under the safe harbor provisions, understand my ongoing
obligations under such provisions, and am not relying upon any advice of DBSI or
its affiliates with regard thereto. While this Instruction is in effect, I agree
not to enter into or alter any corresponding or hedging transaction or position
with respect to the securities covered by this Instruction and agree not to
alter or deviate from, or attempt to exercise any influence over how, when or
whether transactions are executed pursuant to, the terms of this Instruction.
I hereby instruct DBSI to sell up to 200,000 Shares in the days in
which the primary market for the Company's stock is open in accordance with the
conditions set out below. This Instruction shall be valid and binding for the
period from January 1, 2006 to December 31, 2006, inclusive, and may not be
revoked unless in writing, which revocation shall be effective 2 business days
after it is received by DBSI or DBAG, as appropriate, pursuant to the contact
information listed below.
I wish to sell Shares using a Variable Delivery Forward contract (the
"VDF"). In connection therewith, I have executed, or will execute before this
instruction shall be deemed effective, a Forward Purchase Contract, and the
associated Pledge and Security Annex and Account Control Agreement (the "VDF
Contract") with DBAG. This letter constitutes an offer by me to DBAG to enter
into a VDF upon the terms listed in the VDF Contract and the following terms:
1. A maximum of 200,000 Shares may be sold under the following conditions:
a) If the stock price is equal to at least $85.00, I wish to sell
one-half (50%) of my then available Shares (available Shares equals
the then current number of Shares net of any previous outright sales
under this plan).
b) If the stock price is equal to or greater than $88.00, I wish to sell
all of my then available Shares (available Shares equals the then
current number of Shares net of any sales under trigger (a) and/or
previous outright sales under this plan).
2. No fewer than 25,000 Shares may be sold in a VDF sale.
3. If, at any time, the quantity of Shares to be sold in 1 would cause me to
exceed the volume limitations as provided under Rule 144 of the Exchange
Act, as determined by DBSI in its sole discretion, DBSI shall cease any
sales until such time that the Shares to be sold under this Instruction
would not exceed the volume limitations of Rule 144, as determined by DBSI
in its sole discretion.
4. The Floor Level shall be equal to 100%.
5. The Threshold Level shall equal 130%.
6. The Valuation Dates of each VDF shall begin 1 year from Trade Date and
continue for the next two trading days, with a third of the VDF expiring on
each date.
7. The Purchase Price or advance rate of each VDF shall not be less than
87.50%.
8. Notwithstanding the terms contained herein, DBAG may accept or reject any
offer in whole or in part and shall have sole discretion as to the number
of VDFs executed, the Trade Date of each VDF, and the number of Shares
allocated to each VDF.
If the above conditions cannot be met, I wish to sell outright up to
150,000 shares per calendar month, up to a total of 200,000 Shares upon the
following terms:
1. If the stock price is equal to at least $86, sell up to 25,000 shares.
2. If the stock price is equal to at least $87, sell up to an additional
25,000 shares.
3. If the stock price is equal to at least $89, sell up to an additional
25,000 shares.
4. If the stock price is equal to at least $91, sell up to an additional
25,000 shares.
5. If the stock price is equal to at least $93, sell up to an additional
25,000 shares.
6. If the stock price is equal to at least $95, sell up to an additional
25,000 shares.
7. If, at any time, the quantity of Shares to be sold in 1, 2, 3, 4, 5, or 6
would cause me to exceed the volume limitations as provided under Rule 144
of the Exchange Act, as determined by DBSI in its sole discretion, DBSI
shall cease any sales until such time that the Shares to be sold under this
Instruction would not exceed the volume limitations of Rule 144, as
determined by DBSI in its sole discretion.
8. Notwithstanding the terms contained herein, DBAG may accept or reject any
offer in whole or in part and shall have sole discretion as to the timing
and the number of shares sold.
Any and all representations in the VDF Contracts and the VDF
confirmation are incorporated herein and made as of the date hereof, and such
representations shall be deemed repeated each day that this Instruction is in
effect. Once the conditions above have been met I shall be responsible for
performance under the VDF Contract and the VDF confirmation (which confirmation
I agree to execute and return promptly) to the extent DBAG has executed any
VDFs.
You are authorized to make deliveries of securities and payment of
moneys in accordance with your normal practice. All Shares to be sold shall have
been previously deposited into my account, and you shall not be required to
follow this Instruction if Shares are not present in my account (or acceptable
arrangements to deliver option Shares have not been made) prior to the dates on
which sales shall occur. The share amount listed above shall be increased or
decreased to reflect stock splits or any other event with dilutive or
concentrative effects should they occur. I understand that I shall be
responsible to arrange for any filings that may be required under applicable law
(e.g., Form 144, Schedule 13D, and Forms 4 and 5), and that I may be subject to
the short swing profit rules contained in Section 16 of the Securities Exchange
Act of 1934. This authorization does not otherwise relieve me of any
responsibilities hereunder or under any applicable law.
All sales shall be effected in your normal fashion in accordance with
your terms and conditions for my account and risk. You may act as principal in
any transaction hereunder. I hereby ratify and confirm any and all transactions
with you in accordance with this Instruction. I also agree to indemnify and hold
DBSI and its affiliates harmless from and to pay DBSI and its affiliates
promptly on demand any and all losses arising from its reasonable interpretation
and performance of this Instruction. DBSI and its affiliates shall not be liable
for the taking of any action or the omission to take any action hereunder except
for actions or omissions that are a result of bad faith and gross negligence.
I am not presently aware of any material nonpublic information
regarding the Company or its common stock, and covenant that I will not discuss
or otherwise disclose material nonpublic information to my investment
representative or any other of your personnel responsible for carrying out this
Instruction. I certify that this Instruction does not violate or conflict with
any law, regulation, employment plan, policy, contract, judgment, order, decree
or undertaking applicable to me or to which I am a party, and agree to notify
you if this representation is no longer accurate.
This Instruction shall be governed by the laws of New York. This
Instruction shall not be effective until DBSI or DBAG, as appropriate, confirms
its acceptance in writing by signing below. DBSI or DBAG may decline to act
hereunder in their sole discretion upon reasonable notice.
/s/ Hilton H. Schlosberg 12/29/05
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HRS HOLDINGS DATE
HILTON H. SCHLOSBERG
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Accepted
Deutsche Bank AG London
c/o Deutsche Bank Securities Inc.
60 Wall Street
MS NYC60-0447
New York, NY 10005
212-250-4940 phone
732-578-2641 fax
/s/ Steve Perricone
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By:
/s/ Jeremy Levine
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By: