SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SHELLS SEAFOOD RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
822809 109
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(CUSIP Number)
Banyon Investment, LLC
c/o Philip Chapman
750 Lexington Avenue, 18th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 2005*
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(Date of Event which Requires Filing of this Statement)
* This Amendment No. 2 to Schedule 13D is being filed to report the exercise by
Banyon Investment, LLC of a common stock purchase warrant, the beneficial
ownership of which was reported on the initial Schedule 13D filed with the
Securities and Exchange Commission on April 10, 2002 as amended by Amendment
No. 1 filed with the Securities and Exchange Commission on January 21, 2005.
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
(Continued on following pages)
CUSIP No. 82209 10 9 SCHEDULE 13D
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
(a) Banyon Investment, LLC
IRS ID #01-0588981
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
(a) PF - personal funds of members of Banyon Investment, LLC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_|
ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) Delaware
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7. SOLE VOTING POWER
NUMBER OF
SHARES (a) 4,454,015
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING (a) -0-
PERSON -------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
(a) 4,454,015
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10. SHARED DISPOSITIVE POWER
(a) -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 4,454,015
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 32.7%
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14. TYPE OF REPORTING PERSON
(a) 00
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CUSIP No. 82209 10 9 SCHEDULE 13D
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Catherine Adler
Co-Managing Member of Banyon Investment, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
(a) PF - personal funds of members of Banyon Investment, LLC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_|
ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
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7. SOLE VOTING POWER
NUMBER OF
SHARES (a) 4,454,015 (Note 1)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING (a) -0-
PERSON --------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
(a) 4,454,015 (Note 1)
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
(a) -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 4,454,015 (Note 1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
(Note 2)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 32.7%
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14. TYPE OF REPORTING PERSON
(a) IN
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Note 1 - Consists of 4,454,015 shares of the Company's Common Stock owned
by Banyon Investment, LLC.
Note 2 - Excludes shares of Common Stock owned by Frederick R. Adler,
spouse of Catherine Adler.
CUSIP No. 82209 10 9 SCHEDULE 13D
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Philip Chapman
Co-Managing Member of Banyon Investment, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
(a) PF - personal funds of members of Banyon Investment, LLC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |_|
TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
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7. SOLE VOTING POWER
NUMBER OF
SHARES (a) 4,520,015 (Note 1)
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING (a) -0-
PERSON --------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
(a) 4,520,015 (Note 1)
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
(a) -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 4,520,015 (Note 1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 33.1%
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14. TYPE OF REPORTING PERSON
(a) IN
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Note 1 - Consists of (i) 4,454,015 shares of the Company's Common Stock
owned by Banyon Investment, LLC, and (ii) 30,000 shares of Common Stock
and presently exercisable options to purchase an additional 36,000 shares
of Common Stock owned by the Reporting Person.
In the initial Schedule 13D filed with the Securities and Exchange
Commission on April 10, 2002 (the "Initial Filing"), the Reporting Persons
disclosed that in connection with a private financing transaction by the
Company in 2002, the Company issued to Banyon Investment, LLC, an investor
in the financing, a warrant to purchase 4,454,015 shares of the Company's
Common Stock.
The warrant became exercisable on January 31, 2003 and on November
10, 2004, Banyon Investment, LLC exercised the warrant with respect to
1,562,500 shares at an exercise price of $0.16 per share as reported in
Amendment No. 1. On January 31, 2005, Banyon Investment, LLC exercised the
warrant with respect to the remaining 2,891,515 shares at an exercise
price of $0.16 per share. This Amendment No. 2 to Schedule 13D is being
filed by Banyon Investment, LLC, Philip Chapman and Catherine Adler
(collectively, the "Reporting Persons") to report the exercise of the
remaining portion of the warrant.
Item 1. SECURITY AND ISSUER.
Common Stock, $.01 par value per share of
Shells Seafood Restaurants, Inc.
16313 N. Dale Mabry Highway
Suite 100
Tampa, Florida 33618
Item 2. IDENTITY AND BACKGROUND.
Banyon Investment, LLC
(a) Banyon Investment, LLC
(b) c/o Philip Chapman
750 Lexington Avenue, 18th Floor
New York, New York 10022
Catherine Adler
(a) Catherine Adler
(b) 1520 South Ocean Blvd.
Palm Beach, Florida 33480
(c) Catherine Adler, Co-Managing Member of Banyon Investment, LLC,
is a private investor.
Philip R. Chapman
(a) Philip Chapman
(b) 750 Lexington Avenue, 18th Floor
New York, New York 10022
(c) Philip Chapman, Co-Managing Member of Banyon Investment, LLC,
is employed by the venture capital firm of Adler & Co.
(d) During the last five years none of the reporting persons have
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years none of the reporting persons have
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violation of or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
(f) Catherine Adler and Philip Chapman are citizens of the United
States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
PF - personal funds of members of Banyon Investment, LLC
Item 4. PURPOSE OF TRANSACTION.
In connection with a private financing transaction in 2002, the
Company issued to Banyon Investment, LLC, an investor in the
financing, a warrant to purchase 4,454,015 shares of Common Stock.
On November 10, 2004, Banyon Investment, LLC exercised the warrant
with respect to 1,562,500 shares. On January 31, 2005, Banyon
Investment, LLC exercised the warrant with respect to the remaining
2,891,515 shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) For information with respect to the aggregate number of shares
and percentage of the Common Stock beneficially owned by the
Reporting Persons, see Rows 11 and 13 of the cover pages.
(b) For information with respect to the power to vote or direct
the vote and the power to dispose or to direct the disposition
of the Common Stock beneficially owned by the Reporting
Persons, see Rows 7-10 of the cover pages.
(c) On January 31, 2005, Banyon Investment, LLC exercised the
remaining portion of its warrant to purchase shares of Common
Stock at an exercise price of $0.16 per share with respect to
2,891,515 shares. No other transactions in the Company's
Common Stock were effected by Banyon Investment, LLC, Philip
Chapman or Catherine Adler during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Philip Chapman serves as Chairman of the Company's Board of
Directors. Catherine Adler is the spouse of Frederick R. Adler, a
greater than 10% owner of the Company's Common Stock. Philip Chapman
is the son-in-law of Frederick R. Adler.
Pursuant to an Investor Rights Agreement, dated as of January 31,
2002, by and among Shells Seafood Restaurants, Inc., Banyon
Investment, LLC and the other investors parties thereto, as amended
from time to time (the "Investor Rights Agreement"), the composition
of the Company's Board of Directors is fixed at 7 members. Banyon
Investment, LLC and a group of unrelated investors each have the
right to nominate 3 persons for election to the Board. The parties
to the Investor Rights Agreement have agreed to vote their shares to
cause such nominees to be elected. Philip R. Chapman is one of the
three persons nominated by Banyon Investment, LLC for election as a
director of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Investor Rights Agreement, dated as of January 31, 2002, by and
among Shells Seafood Restaurants, Inc., Banyon Investment, LLC and
the other investors parties thereto, as amended from time to time
(filed as an exhibit to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 27,
2002 and incorporated herein in its entirety).
Joint Filing Statement dated as of February 10, 2005 (filed
herewith).
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.
BANYON INVESTMENT, LLC
/s/ Philip Chapman
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By: Philip Chapman
Title: Co-Managing Member
/s/ Philip Chapman
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Philip Chapman
/s/ Catherine Adler
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Catherine Adler
Date: February 10, 2005
EXHIBIT INDEX
99.1 Investor Rights Agreement, dated as of January 31, 2002, by and among
Shells Seafood Restaurants, Inc., Banyon Investment, LLC and the other investors
parties thereto, as amended from time to time (filed as an exhibit to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 27, 2002 and incorporated herein in its entirety).
99.2 Joint Filing Statement (filed herewith).