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SC 13G/A (Hansen Natural Corporation)
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Hansen Natural Corporation

(Name of Issuer)

Common Stock, $0.005 par value per share

(Title of Class of Securities)

411310-10-5

(CUSIP Number of Class of Securities)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o   Rule 13d-1(b)
x   Rule 13d-1(c)
o   Rule 13d-1(d)

(Continued on following pages)

(Page 1 of 9 Pages)

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13G
(Amendment No. 2)

     
CUSIP No. 411310-10-5
    Names of Reporting Persons
1   I.R.S. Identification Nos. of above persons (entities only)
    Kevin Douglas
    Check the Appropriate Box if a Member of a Group (See Instructions)
2        (a)     o
         (b)     x Joint Filing
3   SEC Use Only
    Citizenship or Place of Organization
4   United States
                 
    5   Sole Voting Power   -0-    
NUMBER OF  
SHARES                
BENEFICIALLY   6   Shared Voting Power   730,011    
OWNED BY  
EACH                
REPORTING   7   Sole Dispositive Power   -0-    
PERSON  
WITH                
    8   Shared Dispositive Power   730,011    
     
    Aggregate Amount Beneficially Owned by Each Reporting Person
9   730,011
10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          o
11   Percent of Class Represented by Amount in Row (9) 7.3% (1)
    Type of Reporting Person
12   IN

  (1)   Calculated based on 10,053,003 shares of Hansen Natural Corporation’s Common Stock outstanding as of October 31, 2002, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2002 and filed with the Securities and Exchange Commission on November 14, 2002.

Page 2 of 9

 

SCHEDULE 13G
(Amendment No. 2)

     
CUSIP No. 411310-10-5
    Names of Reporting Persons
1   I.R.S. Identification Nos. of above persons (entities only)
    Douglas Family Trust (1)
    Check the Appropriate Box if a Member of a Group (See Instructions)
2        (a)     o
         (b)     x Joint Filing
3   SEC Use Only
    Citizenship or Place of Organization
4   California
                 
NUMBER OF   5   Sole Voting Power   -0-    
SHARES  
BENEFICIALLY                
OWNED BY   6   Shared Voting Power   730,011    
EACH  
REPORTING                
PERSON   7   Sole Dispositive Power   -0-    
WITH  
                 
    8   Shared Dispositive Power   730,011    
     
    Aggregate Amount Beneficially Owned by Each Reporting Person
9   730,011
10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          o
11   Percent of Class Represented by Amount in Row (9) 7.3% (2)
    Type of Reporting Person
12   OO

  (1)   James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are trustees.
 
  (2)   Calculated based on 10,053,003 shares of Hansen Natural Corporation’s Common Stock outstanding as of October 31, 2002, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2002 and filed with the Securities and Exchange Commission on November 14, 2002.

Page 3 of 9

 

SCHEDULE 13G
(Amendment No. 2)

     
CUSIP No. 411310-10-5
    Names of Reporting Persons
1   I.R.S. Identification Nos. of above persons (entities only)
    James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)
    Check the Appropriate Box if a Member of a Group (See Instructions)
2        (a)     o
         (b)     x Joint Filing
3   SEC Use Only
    Citizenship or Place of Organization
4   California
                 
    5   Sole Voting Power   -0-    
NUMBER OF  
SHARES                
BENEFICIALLY   6   Shared Voting Power   730,011    
OWNED BY  
EACH                
REPORTING   7   Sole Dispositive Power   -0-    
PERSON  
WITH                
    8   Shared Dispositive Power   730,011    
     
    Aggregate Amount Beneficially Owned by Each Reporting Person
9   730,011
10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          o
11   Percent of Class Represented by Amount in Row (9) 7.3% (1)
    Type of Reporting Person
12   OO

  (1)   Kevin Douglas and Michelle Douglas, husband and wife, are trustees.
       
  (2)   Calculated based on 10,053,003 shares of Hansen Natural Corporation’s Common Stock outstanding as of October 31, 2002, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2002 and filed with the Securities and Exchange Commission on November 14, 2002.

Page 4 of 9

 

Item 4. Ownership

     Reference is made to Rows 5-9 and 11 of each of the cover pages of this Amendment No. 2 to Schedule 13G, which Rows are incorporated by reference herein. According to Hansen Natural Corporation’s quarterly report on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on November 14, 2002, there were 10,053,003 shares of its Common Stock outstanding as of October 31, 2002. As of the date of filing of this Amendment No. 2 to Schedule 13G, the following reporting persons hold directly the following number of shares of Hansen Natural Corporation’s Common Stock:

         
    COMMON STOCK
REPORTING PERSON   DIRECTLY HELD
 
Kevin Douglas
     274,782  
Douglas Family Trust
     228,320  
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
     226,909  
 
    
 
Total
     730,011  

     Each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Amendment No. 2 to Schedule 13G shall not be construed as an admission by any reporting person that such person is a beneficial owner of any securities other than those directly held by such person.

Item 10. Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 9

 

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.

     
Date: February 14, 2003   /s/ Kevin Douglas
Kevin Douglas

Page 6 of 9

 

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.

     
Date: February 14, 2003   DOUGLAS FAMILY TRUST
 
  By:   /s/ James E. Douglas, Jr.
James E. Douglas, Jr.
Title: Trustee
 
  By:   /s/ Jean A. Douglas

Jean A. Douglas
Title: Trustee

Page 7 of 9

 

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.

     
Date: February 14, 2003   JAMES DOUGLAS AND JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’ TRUST
 
  By:   /s/ Kevin Douglas
Kevin Douglas
Title: Trustee
 
  By:   /s/ Michelle Douglas
Michelle Douglas
Title: Trustee

Page 8 of 9

 

EXHIBIT A

JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. 2 to Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of Hansen Natural Corporation’s Common Stock, $0.005 par value per share, is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     
Date: February 14, 2003     /s/ Kevin Douglas
Kevin Douglas
 
Date: February 14, 2003   DOUGLAS FAMILY TRUST
  By:   /s/ James E. Douglas, Jr.
James E. Douglas, Jr.
Title: Trustee
 
  By:   /s/ Jean A. Douglas
Jean A. Douglas
Title: Trustee
 
Date: February 14, 2003   JAMES DOUGLAS AND JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’ TRUST
 
  By:   /s/ Kevin Douglas
Kevin Douglas
Title: Trustee
 
  By:   /s/ Michelle Douglas
Michelle Douglas
Title: Trustee

Page 9 of 9