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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. 4)**
VAUGHAN FOODS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
92241M107
(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)
December 21, 2009
(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.
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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 persons 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.
** This amendment is being refiled for the sole purpose of including this
filing under the Issuers correct CIK code. On December 24, 2009, due to a clerical
error this filing was filed under the Issuers prior CIK code. Other than this
note, this filing is exactly the same as the filing that was originally made on
December 24, 2009. All references herein to the Filing Date refer to December 24,
2009, the date this filing was originally made.
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).
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1. |
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NAMES OF REPORTING PERSONS
Taylor Family Investments, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) 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 (SEE INSTRUCTIONS) |
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WC |
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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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N/A |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Nevada
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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265,344 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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265,344 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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265,344 |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
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N/A |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7%1 |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
1 Based upon 4,623,077 shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2009.
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1. |
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NAMES OF REPORTING PERSONS
Bruce C. Taylor |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) 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 (SEE INSTRUCTIONS) |
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OO |
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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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N/A |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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265,344 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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265,344 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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265,344 |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
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N/A
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7%1 |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
1 Based upon 4,623,077 shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2009.
This Amendment No. 4 (this Amendment) amends and supplements the Schedule 13D filed
on April 3, 2009, as amended by Amendment No. 1 filed on June 1, 2009 and as further amended by
Amendment No. 2 filed on July 22, 2009 and Amendment No. 3 filed on November 25, 2009 (as amended,
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 Issuers 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 Issuers Common Stock reported herein as beneficially owned by Taylor Family Investments, LLC
(Taylor Investments) consist of (i) the number of shares of the Issuers Common Stock owned directly by Taylor
Investments and (ii) the number of shares of the Issuers 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 Issuers Common Stock owned directly by Dorado
Leasing. The shares of the Issuers Common Stock reported herein as beneficially owned by Bruce C. Taylor
(Mr. Taylor) consist of (i) the number of shares of the Issuers Common Stock owned directly by Taylor Investments
and (ii) the number of shares of the Issuers 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
Issuers Common Stock owned directly by Taylor Investments and Dorado Leasing.
Item 3. Source and Amount of Funds or Other Consideration
This item is not applicable. This Amendment reports sales of shares rather than purchases.
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 265,344
shares of the
Issuers Common
Stock. Of these
265,344 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 265,344 shares of
Common Stock. Of
these 265,344 shares
of Common Stock, (a)
140,969 are owned
directly by Taylor
Investments and (b)
124,375 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 265,344 shares of
the Issuers Common
Stock. Of these
265,344 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
265,344 shares of
Common Stock. Of
these 265,344 shares
of Common Stock, (a)
140,969 are owned
directly by Taylor
Investments and (b)
124,375 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. |
(c) The following transactions in the Issuers Common Stock were effected by each of Taylor Investments and
Dorado Leasing since the filing of Amendment No. 3 with the Securities and Exchange Commission:
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Party Effecting |
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Description of |
Transaction |
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Transaction Date |
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Shares Acquired |
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Shares Disposed |
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Price Per Share2 |
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Transaction |
Taylor Investments |
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12/01/2009 |
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0 |
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1,800 |
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$ |
0.70 |
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Open Market Sale |
Taylor Investments |
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12/04/2009 |
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0 |
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4,000 |
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$ |
0.64 |
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Open Market Sale |
Taylor Investments |
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12/09/2009 |
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0 |
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1,500 |
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$ |
0.70 |
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Open Market Sale |
Taylor Investments |
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12/14/2009 |
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0 |
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5,000 |
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$ |
0.65 |
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Open Market Sale |
Taylor Investments |
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12/21/2009 |
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0 |
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16,600 |
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$ |
0.53 |
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Open Market Sale |
Taylor Investments |
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12/21/2009 |
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0 |
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1,000 |
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$ |
0.52 |
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Open Market Sale |
Taylor Investments |
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12/21/2009 |
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0 |
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100 |
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$ |
0.51 |
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Open Market Sale |
Taylor Investments |
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12/21/2009 |
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0 |
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25,900 |
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$ |
0.50 |
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Open Market Sale |
Taylor Investments |
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12/21/2009 |
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0 |
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18,400 |
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$ |
0.49 |
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Open Market Sale |
Item 7. Material to Be Filed as Exhibits
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Exhibit 99.1 |
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Joint Filing Agreement, dated April 3, 2009
(incorporated by reference from the Schedule
13D filed by the Reporting Persons with the
Securities and Exchange Commission on April
3, 2009). |
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2 |
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Exclusive of brokerage commissions and fees. |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
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TAYLOR FAMILY INVESTMENTS, LLC |
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By:
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/s/ Bruce C. Taylor
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December 24, 2009 |
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Name: Bruce C. Taylor |
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Title: Manager |
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BRUCE C. TAYLOR |
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/s/ Bruce C. Taylor |
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December 24, 2009 |
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Bruce C. Taylor |
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