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Body Central Corp.
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(Name of Issuer)
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Common Stock, Par value $0.001 per share
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(Title of Class of Securities)
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09689U102
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(CUSIP Number)
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Frederick Tucker Golden
c/o Solas Capital Management, LLC
405 Park Avenue, Floor 6
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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June 27, 2014
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(Date of Event Which Requires Filing of this Statement)
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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.
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* 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.
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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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CUSIP No.
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09689U102
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1.
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NAME OF REPORTING PERSON
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Solas Capital Management, LLC
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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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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8.
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SHARED VOTING POWER
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1,785,767
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,785,767
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,785,767
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99%
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14.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.
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09689U102
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1.
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NAME OF REPORTING PERSON
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Frederick Tucker Golden
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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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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0
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8.
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SHARED VOTING POWER
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1,785,767
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,785,767
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,785,767
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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09689U102
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1.
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NAME OF REPORTING PERSON
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Blackwell Partners, LLC
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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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Georgia
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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
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0
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8.
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SHARED VOTING POWER
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1,801,737
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,801,737
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,801,737
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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09689U102
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1.
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NAME OF REPORTING PERSON
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Solas Capital Partners, LP
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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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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8.
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SHARED VOTING POWER
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1,621,043
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,621,043
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,621,043
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.94%
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14.
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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09689U102
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Shares”), of Body Central Corp., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 6225 Powers Avenue, Jacksonville, Florida 32217.
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Item 2.
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Identity and Background.
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(a), (b), (f)
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The names of the persons filing this Statement (the “Reporting Persons”) are:
Solas Capital Management, LLC, a Delaware limited liability company (“Solas”), Frederick Tucker Golden, a United States Citizen (“Mr. Golden”), Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”) and Solas Capital Partners, LP, a Delaware limited partnership (the “Fund”). This Form 13D is the first amendment to the Form 13D for Solas and Mr. Golden and is the initial Form 13D for Blackwell and the Fund. Mr. Golden is the managing member of Solas. Solas is the investment manager to the Fund and to a separate account held by Blackwell.
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The business address of each reporting person is c/o Solas Capital Management, LLC, 405 Park Avenue, Floor 6, New York, New York 10022.
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(c)
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The principal business of Solas and Mr. Golden is investment management.
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(d)
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During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding.
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(e)
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During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons, as part of a group, previously submitted a proposal to the Issuer concerning the issuance of new securities. Following the submission, the Issuer issued new securities. The Reporting Persons are no longer part of a group and have no agreement to act with another person for the purpose of acquiring, holding, voting or disposing of securities of the issuer.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a), (b)
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According to the Issuer’s Form 8-K filed on June 30, 2014, there were 16,654,550 Shares issued and outstanding as of June 27, 2014. In addition to the Shares, the Reporting Persons beneficially own convertible notes, which are subject to a 9.99% blocker and accordingly the number and percentage of Shares reported in this Form 13D show the number of Shares that would be issuable on a conversion of the convertible notes, subject to the 9.99% blocker.
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Solas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,785,767 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,785,767 Shares.
Mr. Golden has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,785,767 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,785,767 Shares.
Blackwell has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,801,737 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,801,737 Shares.
The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,621,043 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,621,043 Shares.
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(c)
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The transactions in the Shares since the prior Schedule 13D by the Reporting Persons are set forth in Exhibit B.
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(d)
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Not applicable
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(e)
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Not applicable
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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As described in Item 5, the convertible notes beneficially owned by the Reporting Persons are subject to a 9.99% blocker. In the absence of such blocker, (i) Solas and Mr. Golden would have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 6,279,061 Shares, (ii) Blackwell would have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 4,658,018 Shares and (iii) the Fund would have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 1,621,043 Shares.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
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Exhibit B: Schedule or Transactions
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Solas Capital Management, LLC
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By: /s/ Frederick Tucker Golden
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Name: Frederick Tucker Golden
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Title: Managing Member
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Frederick Tucker Golden
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/s/ Frederick Tucker Golden
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Blackwell Partners, LLC
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By: /s/ Jannine Lall
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Name: Jannine Lall
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Title: Assistant Treasurer
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Solas Capital Partners, LP
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By: Solas Capital, LLC, its general partner
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By: /s/ Frederick Tucker Golden
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Name: Frederick Tucker Golden
Title: Managing Member
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Solas Capital Management, LLC
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By: /s/ Frederick Tucker Golden
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Name: Frederick Tucker Golden
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Title: Managing Member
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Frederick Tucker Golden
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/s/ Frederick Tucker Golden
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Blackwell Partners, LLC
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By: /s/ Jannine Lall
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Name: Jannine Lall
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Title: Assistant Treasurer
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Solas Capital Partners, LP
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By: Solas Capital, LLC, its general partner
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By: /s/ Frederick Tucker Golden
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Name: Frederick Tucker Golden
Title: Managing Member
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Security
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Date of Transaction
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Total Cost
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Subordinated Secured Convertible Note
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6/27/2014
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$1,483,000
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Security
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Date of Transaction
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Total Cost
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Subordinated Secured Convertible Note
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6/27/2014
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$517,000
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