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
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment
No. 1)*
Lifetime
Brands, Inc.
(Name of
Issuer)
Common
Stock, $.01 Par Value
(Title of
Class of Securities)
53222Q103
(CUSIP
Number)
Fred S.
Skolnik, Esq.
Certilman
Balin Adler & Hyman, LLP
90
Merrick Avenue, East Meadow, NY 11554
(516)
296-7000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
23, 2005
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[
]
(Continued
on following pages)
(Page 1
of 12 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).
SCHEDULE
13D
|
CUSIP
No. 53222Q103 |
Page
2 of 12 Pages |
|
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
| |
|
Bruce
Cohen | |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ X ]
(b)
[ ] |
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS* N/A |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) [
] |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States of America |
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7
|
SOLE
VOTING POWER
176,032 |
|
8 |
SHARED
VOTING POWER
581,544
| |
|
9 |
SOLE
DISPOSITIVE POWER
176,032
| |
|
10 |
SHARED
DISPOSITIVE POWER
581,544 |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,576 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ X
]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% |
|
14 |
TYPE
OF REPORTING PERSON*
IN |
|
CUSIP
No. 53222Q103 |
Page
4 of 12 Pages |
|
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
| |
|
Jodie
Glickman | |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ X ]
(b)
[ ] |
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS* N/A |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) [
] |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States of America |
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7
|
SOLE
VOTING POWER
97,107 |
|
8 |
SHARED
VOTING POWER
581,544
| |
|
9 |
SOLE
DISPOSITIVE POWER
97,107
| |
|
10 |
SHARED
DISPOSITIVE POWER
581,544 |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,651 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ X
]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% |
|
14 |
TYPE
OF REPORTING PERSON*
IN |
|
CUSIP
No. 53222Q103 |
Page
6 of 12 Pages |
|
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
| |
|
Laura
Miller | |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ X ]
(b)
[ ] |
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS* N/A |
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) [
] |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
States of America |
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH |
7
|
SOLE
VOTING POWER
114,410
|
|
8 |
SHARED
VOTING POWER
581,544
| |
|
9 |
SOLE
DISPOSITIVE POWER
114,410
| |
|
10 |
SHARED
DISPOSITIVE POWER
581,544 |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,954 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ X
]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% |
|
14 |
TYPE
OF REPORTING PERSON*
IN |
|
Item
1. |
Security
and Issuer. |
This
statement amends and supplements the Schedule 13D filed for an event dated April
27, 2001 filed by the Reporting Persons in reference to shares of common stock,
par value $.01 per share (“Common Stock”), of Lifetime Brands, Inc., a Delaware
corporation (“Lifeti
me” or the “Issuer”). The address of Lifetime’s principal
executive offices is One Merrick Avenue, Westbury, New York 11590.
|
Item
2. |
Identity
and Background. | |
|
(a)
|
Names
of Reporting Persons: | |
|
Bruce
Cohen (“Mr. Cohen”)
Jodie
Glickman (“Mrs. Glickman”)
Laura
Miller (“Mrs. Miller”) | ||
|
(b) |
Residence
or business addresses of Reporting Persons: | |
|
Mr.
Cohen:
1
Evans Drive
Brookville,
New York 11545
Mrs.
Glickman:
1233
Beech Street, Unit 35
Atlantic
Beach, New York 11509
Mrs.
Miller:
1312
Harbor Road
Hewlett
Harbor, New York 11557 | ||
|
(c) |
Mr.
Cohen resigned as Executive Vice President of Lifetime effective as of
July 6, 2005 and is not employed currently. Mrs. Glickman is a
teacher at Cooper Kids Therapy, 215 Coachman Place East, Syosset, New York
11791. Mrs. Miller is not employed currently. Mrs. Miller’s husband, Evan
Miller, is an Executive Vice President of Lifetime. The Reporting Persons
are siblings. | |
|
(d) |
No
Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) in the last five
years. | |
|
(e) |
No
Reporting Person has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. | |
|
(f) |
Each
Reporting Person is a United States
citizen. | |
|
Item
3. |
Source
and Amount of Funds or Other
Consideration. |
Not
applicable.
|
Item
4. |
Purpose
of Transaction. |
Not
applicable.
|
Item
5. |
Interest
in Securities of the Issuer. |
(a)
As of the
date hereof, Mr. Cohen is deemed to beneficially own 757,576 shares of Common
Stock of the Issuer (5.9% of the outstanding Common Stock). Mr. Cohen’s figure
represents (i) 263,150 shares of Common Stock held in an irrevocable trust
for the benefit of Mr. Cohen, for which Mr. Cohen, Mrs. Glickman and Mrs. Miller
are the trustees (the “Bruce Cohen Trust”), (ii) 19,768 shares of Common
Stock owned directly by Mr. Cohen, and (iii) the following shares of Common
Stock for which Mr. Cohen disclaims beneficial ownership: (a) 159,759 shares of
Common Stock held in two irrevocable trusts for the benefit of Mrs. Glickman,
for which Mr. Cohen, Mrs. Glickman and Mrs. Miller are the trustees (the “Jodie
Glickman Trusts”), (b) 158,635 shares of Common Stock held in two irrevocable
trusts for the benefit of Mrs. Miller, for which Mr. Cohen, Mrs. Glickman and
Mrs. Miller are the trustees (the “Laura Miller Trusts”), and (c) 156,264 shares
of Common Stock held in four irrevocable trusts for the benefit of Mr. Cohen’s
wife and children, for which Mr. Cohen is the sole trustee (the “Cohen Family
Trusts”).
As of the
date hereof, Mrs. Glickman is deemed to beneficially own 678,651 shares of
Common Stock of the Issuer (5.3% of the outstanding Common Stock). Mrs.
Glickman’s figure represents (i) 159,759 shares of Common Stock held in the
Jodie Glickman Trusts, (ii) 29,844 shares of Common Stock owned directly by Mrs.
Glickman, and (iii) the following shares of Common Stock for which Mrs. Glickman
disclaims beneficial ownership: (a) 263,150 shares of Common Stock held in the
Bruce Cohen Trust, (b) 158,635 shares of Common Stock held in the Laura Miller
Trusts, and (c) 67,263 shares of Common Stock held in four irrevocable trusts
for the benefit of Mrs. Glickman’s husband, children and grandchild, for which
Mrs. Glickman is the sole trustee (the “Glickman Family Trusts”).
As of the
date hereof, Mrs. Miller is deemed to beneficially own 695,954 shares of Common
Stock of the Issuer (5.4% of the outstanding Common Stock). Mrs. Miller’s figure
represents (i) 158,635 shares of Common Stock held in the Laura Miller Trusts,
and (ii) the following shares of Common Stock for which Mrs. Miller disclaims
beneficial ownership: (a) 263,150 shares of Common Stock held in the Bruce Cohen
Trust, (b) 159,759 shares of Common Stock held in the Jodie Glickman Trusts, and
(c) 114,410 shares of Common Stock held in four irrevocable trusts for the
benefit of Mrs. Miller’s husband and children, for which Mrs. Miller is the sole
trustee (the “Miller Family Trusts”). Excludes 25,000 shares of Common Stock
issuable to Evan Miller upon the exercise of options which are exercisable
within 60 days and 100 shares of Common Stock owned directly by Evan
Miller.
All
percentage figures are based upon the 12,685,645 shares of Common Stock of the
Issuer outstanding as of September 30, 2005 (after giving retroactive
effect to the offering discussed in paragraph (c) hereof), as reflected in the
Issuer’s form of prospectus filed with the Securities and Exchange Commission on
November 21, 2005 pursuant to Rule 424(b)(i), promulgated under the
Securities Act of 1933, as amended, together with the 233,000 shares of Common
Stock issued by the Issuer pursuant to the over-allotment option discussed
therein.
The
shares reflected above as beneficially owned by Mr. Cohen, Mrs. Glickman and
Mrs. Miller exclude 180,000 shares of Common Stock held by The Milton and Norma
Cohen Family Foundation, Inc. (the “Foundation”) of which the Reporting Persons
and the Reporting Persons’ parents, Milton and Norma Cohen, are the directors.
The approval of the Board of Directors of the Foundation is required to dispose
of any such shares.
(b)
Mr. Cohen
has sole voting and dispositive power with respect to the 156,246 shares of
Common Stock held in the Cohen Family Trusts and the 19,768 shares of Common
Stock owned directly by Mr. Cohen. Mr. Cohen shares voting and dispositive power
with Mrs. Glickman and Mrs. Miller, as trustees, with respect to the 263,150
shares of Common Stock held in the Bruce Cohen Trust, the 159,759 shares of
Common Stock held in the Jodie Glickman Trusts and the 158,635 shares of Common
Stock held in the Laura Miller Trusts.
Mrs.
Glickman has sole voting and dispositive power with respect to the 67,263 shares
of Common Stock held in the Glickman Family Trusts and the 29,844 shares of
Common Stock owned directly by Mrs. Glickman. Mrs. Glickman shares voting and
dispositive power with Mr. Cohen and Mrs. Miller, as trustees, with respect to
the 263,150 shares of Common Stock held in the Bruce Cohen Trust, the 159,759
shares of Common Stock held in the Jodie Glickman Trusts and the 158,635 shares
of Common Stock held in the Laura Miller Trusts.
Mrs.
Miller has sole voting and dispositive power with respect to the 114,410 shares
of Common Stock held in the Miller Family Trusts. Mrs. Miller shares voting and
dispositive power with Mr. Cohen and Mrs. Glickman, as trustees, with respect to
the 263,150 shares of Common Stock held in the Bruce Cohen Trust, the 159,759
shares of Common Stock held in the Jodie Glickman Trusts and the 158,635 shares
of Common Stock held in the Laura Miller Trusts.
(c)
The only
transactions in Common Stock effected by the Reporting Persons during the 60
days preceding the date hereof were pursuant to an Underwriting Agreement, dated
November 17, 2005, and in connection with the registered public offering of
Common Stock of the Issuer, by the Issuer and certain selling stockholders,
including the Jodie Glickman Trusts, one of the Glickman Family Trusts (the
“Selling Glickman Family Trust”), the Laura Miller Trusts, and three of the
Miller Family Trusts (the “Selling Miller Family Trusts”), pursuant to a
registration statement on Form S-3 (Registration Statement No. 333-129345) filed
by the Issuer which was declared effective by the Securities and Exchange
Commission on November 17, 2005. Pursuant to the offering, which was consummated
on November 23, 2005 for the price of $20.24 per share of Common Stock, the
Jodie Glickman Trusts sold, in the aggregate, 164,029 shares of Common Stock,
the Selling Glickman Family Trust sold 35,971 shares of Common Stock, the Laura
Miller Trusts sold, in the aggregate, 195,000 shares of Common Stock, and the
Selling Miller Family Trusts sold, in the aggregate, 30,000 shares of Common
Stock.
(d)
See Item
5(b) above.
(e)
Not
applicable.
|
Item
6. |
Contracts,
Agreements, Understandings or Relationships With Respect to Securities of
the Issuer. |
See Item
2(c) above. The Reporting Persons have agreed that all Common Stock controlled
by any of them would vote in a block.
|
Item
7. |
Material
to be Filed as Exhibits. |
(1)
Agreement
among the Reporting Persons.
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: November 30, 2005 | /s/ Bruce Cohen | |
|
Bruce Cohen | ||
| |
|
|
| /s/ Jodie Glickman | ||
|
Jodie Glickman | ||
| /s/ Laura Miller | ||
|
Laura Miller | ||