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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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AMENDMENT
No. 1
To
SCHEDULE
13D
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CUSIP
No. 47023A101
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(1)
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Name
of Reporting Person
CanBa
Investments, LLC
S.S.
or I.R.S. Identification No. of Above Person
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(2)
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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(3)
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SEC
Use Only
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(4)
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Source
of Funds
AF
(see Item 3)
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(5)
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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(6)
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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(7)
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Sole
Voting Power
6,910,900
(1)
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(8)
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Shared
Voting Power
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(9)
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Sole
Dispositive Power
6,910,900
(1)
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(10)
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Shared
Dispositive Power
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,910,900
(1)
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent
of Class Represented by Amount in Row (11)
10.9%(1)
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(14)
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Type
of Reporting Person
OO
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(1)
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As
of April 15, 2010, CanBa Investments, LLC (“CanBa”) beneficially owns, and is the
record holder of, 60,609 shares of Series B-2 Convertible Preferred Stock,
$0.001 par value per share, of Jamba, Inc. (the “Company” and, the Series B-2 Convertible
Preferred Stock, the “Series B-2
Preferred”) and 850,000 shares of common stock, $0.001 par value
per share, of the Company (the “Common
Stock”). Shares of Series B-2 Preferred, as well as shares of
Series B-1 Convertible Preferred Stock, $0.001 par value per share, of the
Company (the “Series B-1 Preferred”
and, together with the Series B-2 Preferred, the “Preferred Stock”), are convertible at the
election of the holders, at any time, into shares of Common Stock at an
initial conversion price of $1.15 per share, which is subject to customary
anti-dilution adjustments for stock splits, dividends and the like.
CanBa initially purchased 134,348 shares of Series B-2 Preferred but
subsequently transferred 53,739 shares of Series of B-2 Preferred to its
members, as futher discussed below in Item 3. The holders of the
shares of Preferred Stock have the right to vote on any matters submitted
to a vote of the stockholders of the Company and are entitled to cast that
number of votes equal to the aggregate number of shares of Common Stock
issuable upon the conversion of such holders’ shares of Preferred Stock at
the then-applicable conversion price.
Based
on the foregoing and as of the date hereof, the 60,609 shares of Series
B-2 Preferred beneficially owned by CanBa, on an as-converted basis, is
convertible into 6,060,900 shares of Common Stock and when aggregated with
the 850,000 shares of Common Stock owned by CanBa represents 10.9% of the
total voting power of the voting stock of the Company (based on the
55,158,961 shares of Common Stock outstanding as of March 25, 2010 as
reported in the Definitive Proxy Statement (File No. 001-32552) of the
Company, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2010) calculated in
accordance with Rule 13d-3(d).
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Item
1.
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Security
and Issuer
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This
Amendment No. 1 to the statement on Schedule 13D (the “Schedule 13D”) relates to the shares of
common stock, par value $0.001 per share (the “Common Stock”), of Jamba, Inc., a Delaware
corporation (the “Company” or the
“Issuer”). The principal
executive offices of the Company are located at 6475 Christie Avenue,
Suite 150, Emeryville, California 94608.
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Item
2.
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Identiy
and Background
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This
Schedule13D is filed on behalf of CanBa Investments, LLC (“CanBa”).
The
principal business address of CanBa is 210 Shields Court, Markham,
Ontario, L3R 8V2.
CanBa
is a Delaware limited liability company whose principal business is to
hold Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”) or Common
Stock of the Issuer. CanBa is managed by a two person board of
directors, and all board action relating to the voting or disposition of
Series B-2 Preferred Stock or Common Stock requires approval of a majority
of the board.
CanBa
has not, during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws.
To
the knowledge of CanBa, the name, business address, citizenship and
principal occupation or employment of each director and officer of CanBa,
and any other information concerning CanBa and other persons and entities
as to which such information is required to be disclosed in response to
General Instruction C to Schedule 13D are set forth in Schedule A and
incorporated herein by this reference.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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On
May 31, 2009, the Company, Mistral Equity Partners, LP (“MEP”), Mistral Equity Partners QP, LP
(“MEP QP”), MEP Co-Invest, LLC
(“MEP C-I”, together with MEP and MEP
QP, the “Mistral Purchasers”) and a
company controlled by the Serruya family (“Serruya”) entered into a Securities
Purchase Agreement (the “Purchase
Agreement”), providing for (i) the issuance and sale to the Mistral
Purchasers of 170,000 shares of a new series of preferred stock, the
Series B-1 Convertible Preferred Stock, $0.001 par value per share, of the
Company (the “Series B-1 Preferred”)
at a price of $115 per share (the “Mistral
Transaction”) and (ii) the issuance and sale to Serruya of 134,348
shares of a new series of preferred stock, the Series B-2 Convertible
Preferred Stock, $0.001 par value per share, of the Company (the “Series B-2 Preferred” and, together with
the Series B-1 Preferred, the “Preferred
Stock”) at a price of $115 per share
(the
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“Series B-2 Transaction”). Following
the execution of the Purchase Agreement, Serruya assigned all its rights
and obligations under the Purchase Agreement and related documents to
CanBa Investments, LLC (“CanBa”)
pursuant to an Assignment and Assumption of Contract dated June 4, 2009
among the Company, Serruya and CanBa (the “Assignment Agreement” and the Series B-2
Transaction, following the entering into of the Assignment Agreement,
together with the Mistral Transaction, collectively, the “Transactions”). The Transactions were
consummated on June 16, 2009 (the “Closing”).
Shares
of Preferred Stock are convertible at the election of the holders, at any
time, into shares of common stock, $0.001 par value per share, of the
Company (the “Common Stock”) at an
initial conversion price of $1.15 per share, which is subject to customary
anti-dilution adjustments for stock splits, dividends and the like.
The holders of the shares of Preferred Stock have the right to vote on any
matters submitted to a vote of the stockholders of the Company and are
entitled to cast that number of votes equal to the aggregate number of
shares of Common Stock issuable upon the conversion of such holders’
shares of Preferred Stock at the then-applicable conversion
price.
At
the Closing, CanBa purchased an aggregate of 134,348 shares of Series B-2
Preferred for an aggregate purchase price of $15,450,020. Following
the Closing, on June 17, 2009, certain members of CanBa exchanged their
interests in CanBa into an equal number Series B-2 Preferred.
Following such exchange, CanBa held 80,609 Series B-2 Preferred. As
of that date, such shares of Series B-2 Preferred were convertible into
8,060,900 shares of Common Stock. Under the terms of the Purchase
Agreement, CanBa was entitled to a $85,000 reimbursement for fees and
expenses incurred by it in connection with the consummation of the
Transaction. Such expense reimbursement was deducted from the
aggregate purchase price payable by CanBa at the Closing in exchange for
its shares of Series B-2 Preferred.
All
of the funds required to acquire the shares of Series B-2 Preferred at the
Closing were obtained from capital contributions from the members of
CanBa.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to (a) the full text of the Purchase Agreement, a
copy of which is listed hereto as Exhibit
1 and incorporated herein by reference and (b) the full text of the
Certificate of Designation, Preferences and Rights of the Preferred Stock
(the “Certificate of Designation”), a
copy of which is listed hereto as Exhibit
2 and incorporated herein by reference.
As
reported on CanBa’s Form 4 filings, on March 31, 2010 CanBa converted
20,000 shares of the Series B-2 Preferred into 2,000,000 shares of Common
Stock. Subsequently, from April 8, 2010 through April 15, 2010, CanBa sold
1,150,000 shares of Common Stock at prices ranging from a low of $2.85 to
a high of $3.40 in open market transactions on the NASDAQ Stock
Market..
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Item
4.
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Purpose
of Transaction
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The
information set forth in Item 3 hereof is hereby incorporated by reference
into this Item 4.
CanBa
consummated the Series B-2 Transaction and acquired its shares of Series
B-2 Preferred for investment purposes. Depending upon market
conditions and other factors that it may deem material, CanBa may purchase
additional shares of Common Stock and/or related securities or may dispose
of all or a portion of its shares of Series B-2 Preferred (or the shares
of
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Common
Stock underlying such shares) it now beneficially owns or may hereafter
acquire.
Except
as otherwise disclosed herein, the Reporting Persons have no present plans
or proposals which relate to or would result in any of the matters
described in Items 4(a) through (j) of Schedule 13D.
As
a condition to the Closing, the Company was required to apply a portion of
the proceeds obtained from the sale of the shares of Preferred Stock to
pay and discharge in full the Victory Indebtedness (as defined in the
Purchase Agreement) and for other ordinary course working capital
purposes. The Victory Indebtedness was paid and discharged in full
at the Closing.
Prior
to the Closing, the Company filed the Certificate of Designation creating
the Series B-1 Preferred and Series B-2 Preferred and providing for
powers, preferences and relative, optional and other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof. The shares of Preferred Stock are convertible at the
election of the holders, at any time, into shares of Common Stock at an
initial conversion price of $1.15 per share, which is subject to customary
anti-dilution adjustments for stock splits, dividends and the
like.
The
holders of the shares of Preferred Stock have the right to vote on any
matters submitted to a vote of the stockholders of the Company and are
entitled to cast that number of votes equal to the aggregate number of
shares of Common Stock issuable upon the conversion of such holders’
shares of Preferred Stock at the then-applicable conversion price.
After a two-year period, the Company will have the right to force the
shares of Preferred Stock to convert into shares of Common Stock if (i)
the Common Stock trading volume averages 150,000 shares per trading day
over a 30 trading day period and (ii) the daily volume weighted average
price per share of the Common Stock exceeds the product of 2.5 times the
then-applicable conversion price for any 20 of the preceding 30 trading
days.
The
holders of the shares of the Series B-2 Preferred, voting as a separate
class, are entitled to elect one member to the board of directors of
the Company (the “Preferred Director”
and the Board of Directors of the Company, the “Board”) so long as more than 25% of the
number of shares of Series B-2 Preferred originally issued are
outstanding. In the event that (i) at the time of the Issuer’s 2010
annual meeting of its stockholders there are more than 9 members on the
Board and (ii) so long as more than 50% of the number of shares of Series
B-2 Preferred originally issued are outstanding, then the size of the
Board will be increased by one additional Board seat and the holders of
the Series B-2 Preferred, voting as a separate class, will be entitled to
elect one additional member to the Board to fill the seat. The ability to
elect any members to the Board by the holders of the Series B-2 Preferred
ceases once the number of outstanding shares of Series B-2 Preferred is
less than 25% of the number of shares of Series B-2 Preferred originally
issued. Under the terms of the Purchase Agreement, the foregoing
Board member election rights shall continue to be held by CanBa in respect
of any shares of Common Stock held thereby upon conversion of any shares
of its Series B-2 Preferred, although such election rights are subject to
similar reductions depending on the percentage of such shares
that
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continue
to be held by CanBa, relative to the number of shares of Common Stock
underlying the shares of Series B-2 Preferred that were issued and
sold to CanBa at the Closing.
The
shares of Preferred Stock are entitled to an 8% dividend, payable
quarterly in cash, at the option of the Company. The dividend rate
will increase to 10% in the event the Common Stock is not listed for
trading on any of the New York Stock Exchange, the NASDAQ Global Market or
the American Stock Exchange or if the Company fails to declare and pay, in
full and in cash, dividends on shares of the Preferred Stock for three
consecutive quarters until such time as the dividends are paid in full and
in cash. Further, if the Company fails to declare and pay, in full
and in cash, dividends on shares of the Preferred Stock for three
consecutive quarters, the size of the Board shall be increased by one
member and the holders of the Preferred Stock, voting together as a single
class, shall be entitled to elect one additional member to the Board until
such time as the dividends are paid in full and in cash.
In
the event of a liquidation, dissolution or winding-up of the affairs of
the Company, the holders of the shares of Preferred Stock then outstanding
will have the right to receive, out of the assets of the Company available
for distribution to its stockholders before any payment to the holders of
shares of Common Stock or any other junior stock, an amount per share
equal to the greater of (i) the original sale price per share plus
any unpaid accrued dividends or (ii) such amount per share as would
have been payable had all shares of Preferred Stock been converted into
shares of Common Stock immediately prior to such liquidation, dissolution
or winding-up.
After
7 years from the date the shares of Preferred Stock are originally issued,
the holders of at least a majority of the then outstanding shares of
Preferred Stock will have the right to require the Company to redeem their
shares of Preferred Stock, in whole or in part, at a price per share equal
to the original sale price per share plus any unpaid but accrued
dividends.
The
Company has granted the purchasers of the shares of Preferred Stock
certain preemptive rights with respect to the sale and issuance by the
Company of equity securities, as delineated in the Purchase
Agreement. The holders of the shares of Preferred Stock also
received customary protective provisions under the Certificate of
Designation and additional protections under the Purchase Agreement
(including the requirement that the consent of a majority of the holders
of the shares of Common Stock issuable upon conversion of the Preferred
Stock must be obtained prior to the Company incurring in excess of $10
million in indebtedness).
At
the Closing, the Company entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with
the Mistral Purchasers, CanBa and North Point Advisors LLC pursuant to
which, among other things, the Company agreed to grant the parties thereto
certain registration rights including the right to require the Company to
file a registration statement to register the shares of Common Stock
issuable upon conversion of the Preferred Stock. The Company also
entered into an amendment (“Amendment
No. 1 to the Rights Agreement”) to its rights agreement
dated October 8, 2008 (the “Rights
Agreement”) providing for the Mistral Purchasers and CanBa to be
“Grandfathered Persons” such that the issuance of the shares of Preferred
Stock and the issuance of any shares of the Common Stock upon conversion
thereof will not trigger the provisions of the Rights Agreement. All
other provisions of the Rights Agreement otherwise remain in
effect.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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Based
on calculations made in accordance with Rule 13d-3(d) and there being
55,158,961 shares of Common Stock outstanding as of March 25, 2010, as
reported in the Definitive Proxy Statement (File No. 001-32552) of the
Company, filed with the Securities and Exchange Commission (the “SEC”) on April
1, 2010), CanBa beneficially owns 60,609 shares of Series B-2 Preferred
Stock, which is currently convertible into 6,060,900 shares of Common
Stock, and 1,150,000 shares of Common Stock, which when aggregated,
represents beneficial ownership of 10.9% of the outstanding Common
Stock.
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(b)
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CanBa
has the sole power to vote and dispose of the 6,910,900 shares of Common
Stock.
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(c)
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On
June 16, 2009, CanBa purchased 134,348 shares of Series B-2 Preferred at a
price of $115 per share, for an aggregate purchase price of $15,450,000.
On June 17, 2009, CanBa distributed 53,739 shares of Series B-2 Preferred
to certain of its members upon redemption of such members interests in
CanBa.
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As
reported on CanBa’s Form 4 filings, on March 31, 2010 CanBa converted
20,000 shares of the Series B-2 Preferred into 2,000,000 shares of Common
Stock. Subsequently, from April 8, 2010 through April 15, 2010, CanBa sold
1,150,000 shares of Common Stock at prices ranging from a low of $2.85 to
a high of $3.40 in open market transactions on the NASDAQ Stock Market as
described in the table
below:
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Date
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Quantity
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Price
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Transaction
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April
8, 2010
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200,000
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$3.042
(1)
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Sale
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April
9, 2010
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250,000
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$3.076
(2)
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Sale
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April
12, 2010
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200,000
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$3.098 (3)
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Sale
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April
13, 2010
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50,000
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$2.930 (4)
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Sale
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April
14, 2010
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300,000
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$2.936
(5)
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Sale
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April
15, 2010
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150,000
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$3.292
(6)
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Sale
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Exhibit
1
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Securities
Purchase Agreement, dated as of May 31, 2009, by and among the
Company, MEP, MEP QP, MEP C-I and the Serruya Purchaser (filed as
Exhibit 10.1 to the Company’s Form 8-K (File No. 001-32552)
filed with the SEC on June 3, 2009 and incorporated herein by
reference).
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Exhibit
2
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Certificate
of Designation of Series B-1 Convertible Preferred Stock and
Series B-2 Convertible Preferred Stock of the Company dated
June 16, 2009 (filed as Exhibit 3.1 to the Company’s
Form 8-K (File No. 001-32552) filed with the SEC on
June 17, 2009 and incorporated herein by
reference).
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Exhibit
3
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Registration
Rights Agreement dated as of June 16, 2009 by and among the Company,
North Point Advisors LLC, MEP, MEP QP, MEP C-I and Canba Investments, LLC
(filed as Exhibit 4.1 to the Company’s Form 8-K (File
No. 001-32552) filed with the SEC on June 17, 2009 and
incorporated herein by reference).
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Exhibit
4
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Amendment
No. 1 to Rights Agreement dated as of June 16, 2009 by and
between the Company and Continental Stock Transfer & Trust
Company as rights agent (filed as Exhibit 4.3 to the Company’s
Form 8-K (File No. 001-32552) filed with the SEC on
June 17, 2009 and incorporated herein by
reference).
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CANBA
INVESTMENTS, LLC
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By:
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/s/
Sam Serruya
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Name:
Sam Serruya
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Title:
Director
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Name
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Title/Principal
Occupation or
Employment
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Citizenship
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Sam
Serruya
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Mr. Serruya
is a director and president of CanBa Investments, LLC.
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Canadian
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Jack
Serruya
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Mr. Serruya
is a director of CanBa Investments, LLC. Mr. Serruya’s principal
occupation is Vice President of Sheppard Avenue Inc., a real estate
investment firm.
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Canadian
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