UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Russell C. Hansen
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304
(650) 849-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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.
o
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 (“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).
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed
on April 3, 2009, as amended by Amendment No. 1 filed on June 1, 2009 (the “Schedule 13D”) by the Reporting Persons relating to the common stock, par value
$0.001 per share of Vaughan Foods, Inc., an Oklahoma corporation (the “Issuer”).
Information reported in the Schedule 13D remains in effect except to the extent that it is amended,
restated or superseded by information contained in this Amendment. Capitalized terms used but not
defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 1. Security and Issuer
This Amendment is being filed to report each of the Reporting Persons’
beneficial ownership of the Issuer’s Common Stock as of the
filing date of this Amendment (the “Filing Date”). The
principal executive offices of the Issuer are located at 216 N.E. 12th
Street, Moore, OK 73160.
The shares of the Issuer’s Common Stock reported herein as beneficially owned
by Taylor Family Investments, LLC (“Taylor Investments”) consist of (i) the
number of shares of the Issuer’s Common Stock owned directly by Taylor
Investments and (ii) the number of shares of the Issuer’s Common Stock owned
directly by Dorado Leasing, LLC (“Dorado Leasing”), a wholly owned subsidiary
of Taylor Investments. Taylor Investments as the parent company of Dorado
Leasing may be deemed to beneficially own shares of the Issuer’s Common Stock
owned directly by Dorado Leasing. The shares of the Issuer’s Common Stock
reported herein as beneficially owned by Bruce C. Taylor (“Mr. Taylor”)
consist of (i) the number of shares of the Issuer’s Common Stock owned
directly by Taylor Investments and (ii) the number of shares of the Issuer’s
Common Stock owned directly by Dorado Leasing. Mr. Taylor is the sole
Manager of Taylor Investments and of Dorado Leasing, and as such he may be
deemed to beneficially own shares of the Issuer’s Common Stock owned directly
by Taylor Investments and Dorado Leasing.
Item 3. Source and Amount of Funds or Other Consideration
As of the Filing Date, the Reporting Persons may be deemed to beneficially
own an aggregate of 435,925 shares of the Issuer’s Common Stock, as detailed
in Item 5. The aggregate purchase price for such shares was
$557,373.02 (exclusive of brokerage commissions and fees), which amount has come from the
cash assets of Taylor Investments and Dorado Leasing.
Item 4. Purpose of Transaction
The Issuer’s Common Stock reported as beneficially owned herein was acquired solely for investment purposes. During December 2008 and from time to time thereafter, Mr. Taylor on behalf of Taylor Fresh Foods, Inc. has inquired and may continue to inquire whether the Issuer’s management would be interested in a transaction that might maximize shareholder value. Based upon the Reporting Persons’ evaluation of, among
other factors, the Issuer’s financial position and business prospects, the price levels of the Issuer’s Common Stock, other available investment opportunities, conditions in the securities markets, general economic and industry conditions and other factors that the Reporting Persons may deem material, the Reporting Persons may, in the future and from time to time, take such actions with respect to the Issuer’s Common Stock as the Reporting Persons deem appropriate, including
without limitation: purchasing additional shares or selling some or all of the shares of the Issuer’s Common Stock in the open market, in one or more privately negotiated transactions or otherwise, directly or through one or more entities controlled or deemed to be controlled by the Reporting Persons; engaging in short selling of or any hedging or similar transactions with respect to the Issuer’s Common Stock; proposing or engaging in one or more extraordinary corporate transactions
between any of the Reporting Persons and their respective affiliates and the Issuer and any of its subsidiaries and other affiliates, such as a merger, acquisition, joint venture or reorganization; formulating other purposes, plans or proposals regarding the Issuer or any of its securities; and/or otherwise changing intentions with respect to any and all matters referred to in this Item 4 of Schedule 13D. Except as set forth herein, the Reporting Persons presently do not have any plans or
proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer.
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries.
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend policy of the Issuer.
(f) Any other material change in the Issuer’s business or corporate structure.
(g) Any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b)
Interests of Reporting Persons and Others:
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(1) |
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Taylor Investments: |
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As of the Filing
Date, Taylor
Investments had
sole or shared
beneficial
ownership of
435,925 shares of
the Issuer’s Common
Stock. Of these
435,925 shares of
Common Stock,
Taylor Investments
had (a) sole voting
and sole
dispositive power
with respect to 0
shares of Common
Stock and (b)
shared voting and
shared dispositive
power with respect
to 435,925 shares
of Common Stock.
Of these 435,925
shares of Common
Stock, (a) 297,550 are
owned directly by
Taylor Investments
and (b) 138,375 are
owned directly by
Dorado Leasing, a
wholly owned
subsidiary of
Taylor Investments.
As the parent of
Dorado Leasing,
Taylor Investments
may be deemed to
have beneficial
ownership of the
shares owned
directly by Dorado
Leasing. |
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(2) |
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Mr. Taylor: |
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As of the Filing
Date, Mr. Taylor
had sole or shared
beneficial
ownership of
435,925 shares of
the Issuer’s Common
Stock. Of these
435,925 shares of
Common Stock, Mr.
Taylor had (a) sole
voting and sole
dispositive power
with respect to 0
shares of Common
Stock and (b)
shared voting and
shared dispositive
power with respect
to 435,925 shares
of Common Stock. Of
these 435,925
shares of Common
Stock, (a) 297,550 are
owned directly by
Taylor Investments
and (b) 138,375 are
owned directly by
Dorado Leasing.
Mr. Taylor is the
sole Manager of
Taylor Investments
and of Dorado
Leasing, and as
such Mr. Taylor may
be deemed to have
shared voting and
shared dispositive
power over the
shares owned
directly by Taylor
Investments and
Dorado Leasing. |