UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 1, 2004
(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 10 Pages)
CUSIP No. 411310105 13D/A Page 2 of 10 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
297,822
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
297,822
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
297,822
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 3 of 10 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
1,591,667
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,591,667
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,591,667
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.6%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 4 of 10 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
655,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,889,489
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
655,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,889,489
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,544,489
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
23.0%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 5 of 10 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
614,097
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,891,489
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
614,097
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,891,489
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,505,586
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
22.7%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -----------------------------------------------------------------------------
CUSIP No. 411310105 13D/A Page 6 of 10 Pages
INTRODUCTION
This Amendment No. 5 ("AMENDMENT NO. 5") 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") and Amendment No. 4 dated November 22, 2004 ("AMENDMENT NO. 4") (the
Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 and Amendment No. 5 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. 4 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 and
Amendment No. 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THE SECOND PARAGRAPH OF ITEM 3 IS HEREBY AMENDED BY DELETING THE SECOND
PARAGRAPH OF ITEM 3 IN ITS ENTIRETY AND INSERTING IN LIEU THEREOF THE FOLLOWING:
This statement on Schedule 13D relates to a total of 3,160,586 shares of
Common Stock beneficially owned by the Reporting Persons, consisting of (i)
297,822 shares by Brandon No. 1, (ii) 1,591,667 shares by Brandon No. 2, (iii)
655,000 shares by Sacks (not including shares indirectly beneficially owned
through Brandon No. 1 and Brandon No. 2), and (iv) 616,097 shares by Schlosberg
(not including shares indirectly beneficially owned through Brandon No. 1 and
Brandon No. 2).
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:
See the response to Item 4 of this Schedule 13D, which is hereby
incorporated by reference into this Item 5.
(a)-(b) As of the date hereof, the aggregate number and percentage of
shares of Common Stock beneficially owned by the Reporting Persons is 3,160,586
shares, or 28.2% of the Common Stock.
As of the date hereof, Brandon No. 1 and Brandon No. 2 directly
beneficially own 297,822 shares, or 2.7%, of the Common Stock and 1,591,667
shares, or 14.6%, 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.
CUSIP No. 411310105 13D/A Page 7 of 10 Pages
As of the date hereof, Sacks beneficially owns an aggregate of
2,544,489 shares, or 23.0%, of the Common Stock, as follows:
NATURE OF VOTING AND
DISPOSITION POWER WITH RESPECT
NUMBER OF SHARES NATURE OF BENEFICIAL OWNERSHIP TO SUCH SHARES
- --------------------- --------------------------------------------------- ------------------------------------------
495,000 Direct ownership of shares. Sole power.
160,000 Direct ownership of shares issuable upon the
exercise of options to purchase Common Stock
which are currently exercisable or exercisable
within 60 days hereof (as discussed in Item 4). Sole power.
297,822 Indirect ownership through Brandon No. 1 as one May be deemed to have shared power by
of the general partners of Brandon No. 1. virtue of his position as one of the
general partners of Brandon No. 1.
1,591,667 Indirect ownership through Brandon No. 2 as one May be deemed to have shared power by
of the general partners of Brandon No. 2. virtue of his position as one of the
general partners of Brandon No. 2.
CUSIP No. 411310105 13D/A Page 8 of 10 Pages
As of the date hereof, Schlosberg beneficially owns an aggregate of
2,505,586 shares, or 22.7%, of the Common Stock, as follows:
NATURE OF VOTING AND
NUMBER OF SHARES NATURE OF BENEFICIAL OWNERSHIP DISPOSITION POWER
- -------------------- --------------------------------------------------- ------------------------------------------
454,097 Direct ownership of shares. Sole power.
2,000 Direct ownership of shares jointly with his wife. Shared power.
160,000 Direct ownership of shares issuable upon the
exercise of options to purchase Common Stock
which are currently exercisable or exercisable
within 60 days hereof (as discussed in Item 4). Sole power.
297,822 Indirect ownership through Brandon No. 1 as one May be deemed to have shared power by
of the general partners of Brandon No. 1. virtue of his position as one of the
general partners of Brandon No. 1.
1,591,667 Indirect ownership through Brandon No. 2 as one May be deemed to have shared power by
of the general partners of Brandon No. 2. virtue of his position as one of the
general partners of Brandon No. 2.
Percentages calculated in this Schedule 13D with respect to Brandon No. 1
and Brandon No. 2 are based upon an aggregate of 10,891,103 shares of Common
Stock outstanding as of November 30, 2004 (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 160,000 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 320,000 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.
Schlosberg (i) 456,097 shares of Common Stock that he beneficially owns directly
(2,000 of which he jointly owns with his wife); (ii) 160,000 shares issuable
upon the exercise of options to purchase Common Stock which are currently
exercisable or exercisable within 60 days hereof; and (iii) 69,411 shares held
by Brandon No. 1 with respect to the limited partnership interests in Brandon
No. 1 held by Mr. Schlosberg and his children, and (b) with respect to Mr. Sacks
(i) 495,000 shares of Common Stock that he beneficially owns directly; (ii)
160,000 shares issuable upon the exercise of options to purchase Common Stock
which are currently exercisable or exercisable within 60 days hereof; and (iii)
65,046 shares held by Brandon No. 1 with respect to the limited partnership
interests in Brandon No. 1 held by Mr. Sacks, his children, a limited
partnership of which Mr. Sacks is the general partner and he and his children
are the limited partners, and a trust for the benefit of his children.
CUSIP No. 411310105 13D/A Page 9 of 10 Pages
c) Following are transactions in the Company's securities effected by the
Reporting Persons since the last transaction disclosed in Amendment No. 4:
BRANDON NO. 2
NUMBER OF
SHARES OF
COMMON
DATE STOCK A/D* PRICE PER SHARE WHERE AND HOW THE TRANSACTION WAS EFFECTED
- ------------- ---------------- ------- ---------------- ------------------------------------------------------------
12/01/04 200,000 D N/A Shares distributed to limited partners of Brandon No. 2 in
accordance with the terms of its partnership agreement.
___________________
* "A" means an acquisition of securities and "D" means a disposition of
securities.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 411310105 13D/A Page 10 of 10 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.
December 8, 2004
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
/s/ Rodney C. Sacks
-------------------------------------
RODNEY C. SACKS
/s/ Hilton H. Schlosberg
-------------------------------------
HILTON H. SCHLOSBERG