Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND
EXCHANGE COMMISSION
Washington,
D.C.
20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
RESTORATION
HARDWARE,
INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
760981100
(CUSIP
Number)
Mark
Shamia
Chief
Operating Officer
Palo
Alto Investor, LLC
470
University Avenue
Palo
Alto, California 94301
Telephone:
(650) 325-0772
with
copies to:
Steve
L. Camahort, Esq.
O’Melveny
& Myers LLP
Embarcadero
Center West
275
Battery Street, Suite 2600
San
Francisco, CA 94111
Telephone: (415)
984-8700
(Name,
Address and Telephone Number of Persons
Authorized
to Receive Notices and Communications)
January
24, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. þ
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 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 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 (“Exchange Act”) or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
|
CUSIP
No. 760981100
|
Page 2
of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
Palo
Alto Investors, LLC
|
|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
|
(a)
|
o
|
|||||
|
(b)
|
þ
|
|||||
|
3.
|
SEC
Use Only
|
|||||
|
4.
|
Source
of Funds (See Instructions)
OO
|
|||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
||||
|
8.
|
Shared
Voting Power
4,474,800
|
|||||
|
9.
|
Sole
Dispositive Power
0
|
|||||
|
CUSIP
No. 760981100
|
Page 3
of 17 Pages
|
|
10.
|
Shared
Dispositive Power
4,474,800
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,474,800
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
11.5%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
IA,
OO
|
||
|
CUSIP
No. 760981100
|
Page 4
of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
Palo
Alto Investors, Inc.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
|
o
|
|||
|
(b)
|
þ
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
||||
|
8.
|
Shared
Voting Power
4,474,800
|
|||||
|
9.
|
Sole
Dispositive Power
0
|
|||||
|
CUSIP
No. 760981100
|
Page 5
of 17 Pages
|
|
10.
|
Shared
Dispositive Power
4,474,800
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,474,800
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
11.5%
(See Item 5)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
|
|
CUSIP
No. 760981100
|
Page
6 of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
Palo
Alto Small Cap Master Fund, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
|
o
|
|||
|
(b)
|
þ
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO,
WC
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
||||
|
8.
|
Shared
Voting Power
3,356,900
|
|||||
|
9.
|
Sole
Dispositive Power
0
|
|||||
|
CUSIP
No. 760981100
|
Page 7
of 17 Pages
|
|
10.
|
Shared
Dispositive Power
3,356,900
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,356,900
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.6%
(See Item 5)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
CUSIP
No. 760981100
|
Page 8
of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
Micro
Cap Partners, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
|
o
|
|||
|
(b)
|
þ
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO,
WC
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
||||
|
8.
|
Shared
Voting Power
1,032,620
|
|||||
|
9.
|
Sole
Dispositive Power
0
|
|||||
|
CUSIP
No. 760981100
|
Page 9
of 17 Pages
|
|
10.
|
Shared
Dispositive Power
1,032,620
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,032,620
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.7%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
||
|
CUSIP
No. 760981100
|
Page 10
of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
UBTI
Free, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
|
o
|
|||
|
(b)
|
þ
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO,
WC
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
||||
|
8.
|
Shared
Voting Power
85,280
|
|||||
|
9.
|
Sole
Dispositive Power
0
|
|||||
|
CUSIP
No. 760981100
|
Page
11 of 17 Pages
|
|
10.
|
Shared
Dispositive Power
85,280
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
85,280
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.2%
(See Item 5)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
CUSIP
No. 760981100
|
Page 12
of 17 Pages
|
|
1.
|
Names
of Reporting Persons.
William
Leland Edwards
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
(a)
|
o
|
|||
|
(b)
|
þ
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO,
PF
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
6.
|
Citizenship
or Place of Organization
United
States
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
5,933
|
||||
|
8.
|
Shared
Voting Power
4,474,800
|
|||||
|
9.
|
Sole
Dispositive Power
5,933
|
|||||
|
CUSIP
No. 760981100
|
Page 13
of 17 Pages
|
|
10.
|
Shared
Dispositive Power
4,474,800
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,480,733
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
11.5%
(See Item 5)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on
Schedule 13D filed by the Reporting Persons (as such term is defined in Item
2
below) on November 19, 2007 (the “Schedule 13D”).
The
information set forth in response to each separate Item below shall be deemed
to
be a response to all Items where such information is relevant. The
information set forth in the Exhibits and Schedule attached hereto is expressly
incorporated herein by reference and the response to each item of this Schedule
13D is qualified in its entirety by the provisions of such Exhibits and
Schedule.
|
Item
4.
|
Purpose
of Transaction.
|
Item
4 of
the Schedule 13D is amended and supplemented by adding the
following:
“On
January 24, 2008, the Issuer, Parent and Merger Sub entered into a First
Amendment to the Merger Agreement (the “First Amendment”),
pursuant to which the Merger Consideration (as defined in the Merger Agreement)
will be reduced to $4.50 per share in cash. In connection with the
First Amendment, each of PASCMF and MCP entered into an Amendment to the
Rollover Agreement with Parent (each, a “Rollover Agreement
Amendment”) pursuant to which each of PASCMF and MCP agreed and
acknowledged that the Rollover Agreements shall remain in full force and
effect
following the execution of the First Amendment. In addition, each of
each of PASCMF, MCP and UBTI entered into an Amendment to Stockholder Voting
Agreement, dated as of January 24, 2008, with the Issuer (each, a “Voting Agreement
Amendment”) pursuant to which each of PASCMF, MCP and UBTI agreed to vote
for and support the Merger with Parent as contemplated in the Merger Agreement,
as amended by the First Amendment.
The
foregoing description of the First Amendment, the Rollover Agreements and
the
Voting Agreement Amendments does not purport to be complete and is qualified
in
its entirety by reference to the full text of the First Amendment, each of
the
Rollover Agreement Amendments with PASCMF and MCP and each of the Voting
Agreement Amendments with PASCMF, MCP and UBIT, which are attached hereto
as
Exhibits 99.8, 99.9, 99.10, 99.11, 99.12 and 99.13, respective, and are
incorporated by reference herein.
Except
as
described herein, the Reporting Persons have no present plan or proposal
that
would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D.”
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item
5(a)
of the Schedule 13D is hereby amended and restated in its entirety as
follows:
“The
amount and percentage of shares of Common Stock that may be deemed to be
beneficially owned by the Reporting Persons is reported herein as of the
close
of business on January 24, 2008. The Reporting Persons may be deemed
to beneficially own an aggregate of 4,474,800 shares of Common Stock (the
“PAI Shares”),
representing approximately 11.5% of the outstanding Common Stock. In
addition to the PAI Shares, Mr. Edwards personally owns 5,933 shares of Common
Stock (the “Edwards
Shares” and, together with the PAI Shares, the “Shares”)
and may be
deemed to beneficially own an aggregate of 4,480,733 shares of Common Stock,
representing approximately 11.5% of the outstanding shares of Common
Stock.
The
percentages used herein are based the 38,934,912 shares of Common Stock reported
to be outstanding as of November 28, 2007 by the Issuer in its Quarterly
Report
on Form 10-Q for the quarterly period ended August 4, 2007, filed with the
U.S.
Securities and Exchange Commission on December 13, 2007, and were calculated
in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculations all securities not outstanding which are
subject
to options, warrants, rights or conversion privileges and which are beneficially
owned by any person other than the Reporting Persons.
|
Item
7.
|
Material
to Be Filed as Exhibits.
|
|
99.8
|
First
Amendment to the Merger Agreement dated January 24, 2008, by and
among
Home Holdings, LLC, Home Merger Sub, Inc., and Restoration Hardware,
Inc.
(incorporated by reference to exhibit number 2.1 of Form 8-K filed
by the
Issuer with the SEC on January 24, 2008)
|
|
99.9
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and Palo Alto Small Cap
Master
Fund, L.P.
|
|
99.10
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and Micro Cap Partners,
L.P.
|
|
99.11
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and UBTI Free, L.P.
|
|
99.12
|
Amendment
to Rollover Agreement, dated as of January 24, 2008, by and between
Home
Holdings, LLC and Palo Alto Small Cap Master Fund, L.P.
|
|
99.13
|
Amendment
to Rollover Agreement, dated as of January 24, 2008, by and between
Home
Holdings, LLC and Micro Cap Partners, L.P.
|
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
Dated:
January 25, 2008
|
||
|
Palo
Alto Investors, LLC
|
||
| By: |
/s/ William L. Edwards
|
|
|
Name: William
L. Edwards
|
||
|
Title: President
|
||
|
Palo
Alto Investors, Inc.
|
||
|
By:
|
/s/
William
L. Edwards
|
|
|
Name: William
L. Edwards
|
||
|
Title: President
|
||
|
Palo
Alto Small Cap Master Fund, L.P.
|
||
|
By
Palo Alto Investors, LLC, its general partner
|
||
|
By
Palo Alto Investors, Inc., its managing member
|
||
|
By:
|
/s/
William
L. Edwards
|
|
|
Name: William
L. Edwards
|
||
|
Title: President
|
||
|
Micro
Cap Partners, L.P.
|
||
|
By
Palo Alto Investors, LLC, its general partner
|
||
|
By
Palo Alto Investors, Inc., its managing member
|
||
|
By:
|
/s/
William
L. Edwards
|
|
|
Name: William
L. Edwards
|
||
|
Title: President
|
||
|
UBTI
Free, L.P.
|
||
|
By
Palo Alto Investors, LLC, its general partner
|
||
|
By
Palo Alto Investors, Inc., its managing member
|
||
|
By:
|
/s/
William
L. Edwards
|
|
|
Name: William
L. Edwards
|
||
|
Title: President
|
||
|
WILLIAM
L. EDWARDS
|
||
|
/s/
William L. Edwards
|
||
|
Name: William
L. Edwards
|
||
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Document
|
||
|
99.8
|
First
Amendment to the Merger Agreement dated January 24, 2008, by and
among
Home Holdings, LLC, Home Merger Sub, Inc., and Restoration Hardware,
Inc.
(incorporated by reference to exhibit number 2.1 of Form 8-K filed
by the
Issuer with the SEC on January 24, 2008)
|
||
|
99.9
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and Palo Alto Small Cap
Master
Fund, L.P.
|
||
|
99.10
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and Micro Cap Partners,
L.P.
|
||
|
99.11
|
Amendment
to Stockholder Voting Agreement, dated as of January 24, 2008,
by and
between the Restoration Hardware, Inc. and UBTI Free, L.P.
|
||
|
99.12
|
Amendment
to Rollover Agreement, dated as of January 24, 2008, by and between
Home
Holdings, LLC and Palo Alto Small Cap Master Fund, L.P.
|
||
|
99.13
|
Amendment
to Rollover Agreement, dated as of January 24, 2008, by and between
Home
Holdings, LLC and Micro Cap Partners, L.P.
|