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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Hansen Natural Corporation
Common Stock, $0.005 par value per share
411310-10-5
May 28, 2003
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 7 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).
A-1
SCHEDULE 13G
(Amendment No. 3)
| CUSIP No. 411310-10-5 | ||||||
| 1. | Name of Reporting Person: Kevin Douglas (1) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: United States |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 0 | |||||
| 6. | Shared Voting Power: 693,013 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 1,026,461 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,026,461 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 10.0%(2) | |||||
| 12. | Type of Reporting Person: IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold 392,794 shares both directly and jointly. | |
| (2) | Calculated based on 10,253,203 shares of Hansen Natural Corporation’s Common Stock outstanding as of May 2, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on May 15, 2003. |
Page 2 of 7
SCHEDULE 13G
(Amendment No. 3)
| CUSIP No. 411310-10-5 | ||||||
| 1. | Name of Reporting Person: James E. Douglas, III |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: United States |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 18,780 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 18,780 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,026,461 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 10.0%(1) | |||||
| 12. | Type of Reporting Person: IN | |||||
| (1) | Calculated based on 10,253,203 shares of Hansen Natural Corporation’s Common Stock outstanding as of May 2, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on May 15, 2003. |
Page 3 of 7
SCHEDULE 13G
(Amendment No. 3)
| CUSIP No. 411310-10-5 | ||||||
| 1. | Name of Reporting Person: Douglas Family Trust (1) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: California |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 314,668 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 314,668 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,026,461 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 10.0%(2) | |||||
| 12. | Type of Reporting Person: OO | |||||
| (1) | James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee. | |
| (2) | Calculated based on 10,253,203 shares of Hansen Natural Corporation’s Common Stock outstanding as of May 2, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on May 15, 2003. |
Page 4 of 7
SCHEDULE 13G
(Amendment No. 3)
| CUSIP No. 411310-10-5 | ||||||
| 1. | Name of Reporting
Person: James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1) |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: California |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 300,219 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 300,219 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,026,461 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 10.0%(2) | |||||
| 12. | Type of Reporting Person: OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee. | |
| (2) | Calculated based on 10,253,203 shares of Hansen Natural Corporation’s Common Stock outstanding as of May 2, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on May 15, 2003. |
Page 5 of 7
Item 4. Ownership
Reference is made to Rows 5-9 and 11 of each of the cover pages of this Amendment No. 3 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 March 31, 2003, as filed with the Securities and Exchange Commission on May 15, 2003, there were 10,253,203 shares of its Common Stock outstanding as of May 2, 2003. As of the date of filing of this Amendment No. 3 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 (1) |
392,794 | |||
James E. Douglas, III |
18,780 | |||
Douglas Family Trust |
314,668 | |||
James Douglas and Jean Douglas Irrevocable Descendants’ Trust |
300,219 | |||
Total |
1,026,461 | |||
| (1) | As referenced above, Kevin Douglas and his wife, Michelle Douglas, hold 392,794 shares both directly and jointly. |
Each of the Reporting Persons may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a “group,” the filing of this Amendment No. 3 to Schedule 13G shall not be construed as an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting 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 6 of 7
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: June 3, 2003 | /s/ Kevin Douglas | |||
| Kevin Douglas | ||||
| Date: June 3, 2003 | /s/ Kevin Douglas, Attorney-in-Fact | |||
| James E. Douglas, III | ||||
| DOUGLAS FAMILY TRUST | ||||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | James E. Douglas, Jr. Trustee |
|||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | Jean A. Douglas Trustee |
|||
| JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST |
||||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas | ||
| Title: | Kevin Douglas Trustee |
|||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | Michelle Douglas Trustee |
|||
Page 7 of 7
EXHIBIT A
JOINT FILING (SEE ITEM 4 HEREOF) AGREEMENT
This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. 3 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: June 3, 2003 | /s/ Kevin Douglas | |||
| Kevin Douglas | ||||
| Date: June 3, 2003 | /s/ Kevin Douglas, Attorney-in-Fact | |||
| James E. Douglas, III | ||||
| DOUGLAS FAMILY TRUST | ||||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | James E. Douglas, Jr. Trustee | |||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | Jean A. Douglas Trustee | |||
| JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST | ||||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas | ||
| Title: | Kevin Douglas Trustee |
|||
| Date: June 3, 2003 | By: | /s/ Kevin Douglas, Attorney-in-Fact | ||
| Title: | Michelle Douglas Trustee |
|||
A-1
EXHIBIT 24
LIMITED POWER OF ATTORNEY FOR
SECTION 13(d) REPORTING OBLIGATIONS
The undersigned hereby make, constitute and appoint each of Tim McGaw, Eileen Davis and Kevin Douglas, acting either individually or together, as the undersigneds’ true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto) with respect to the securities of Hansen Natural Corporation, a Delaware corporation (the “Company”), with the U. S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (including, without limitation, Regulation 13D-G), as may be amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigneds’ representative and on the undersigneds’ behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, in connection with the foregoing, and the undersigned hereby authorize any such person to release any such information to any of the attorneys-in-fact and approve and ratify any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledge that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) none of such attorneys-in-fact assumes (i) any liability for the undersigneds’ responsibility to comply with the requirements of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds’ obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) of the Exchange Act and Regulation 13D-G promulgated thereunder.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, appropriate or desirable to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D or 13G with respect to the undersigneds’ holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
The undersigned have caused this Limited Power of Attorney to be executed as of this 18th day of March, 2003.
| /s/ Kevin Douglas | ||
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| Kevin Douglas | ||
| JAMES DOUGLAS AND JEAN DOUGLAS | ||
| IRREVOCABLE DESCENDANTS’ TRUST | ||
| /s/ Michelle Douglas | ||
|
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| Michelle Douglas, as co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust | ||
| /s/ Kevin Douglas | ||
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| Kevin Douglas, as co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust | ||
| DOUGLAS FAMILY TRUST | ||
| /s/ James E. Douglas, Jr. | ||
|
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| James E. Douglas, Jr., as co-trustee of the Douglas Family Trust | ||
| /s/ Jean A. Douglas | ||
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| Jean A. Douglas, as co-trustee of the Douglas Family Trust |
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