UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Charles & Colvard, Ltd.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
159 765 10 6
Cyrus M. Johnson, Jr.
Womble Carlyle Sandridge & Rice, PLLC
3500 One Wachovia Center
301 South College Street
Charlotte, NC 28202-6037
(704) 331-4900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 21, 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/A, 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 § 240.13d-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.
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).
CUSIP No. 159 765 10 6
The Schedule 13D originally filed by Mr. Thomas on March 5, 2001 (the
Original Schedule 13D) with respect to shares of common stock, no par value
(Common Stock), of Charles & Colvard, Ltd., a North Carolina corporation (the
Issuer), is hereby amended as set forth by this Amendment No. 2 to Schedule
13D. All information contained herein is as of the date of execution of this
Amendment No. 2 to Schedule 13D. Except as amended herein, the Original
Schedule 13D remains in full force and effect and shall be read together with
this Amendment No. 2. Only those Items that are amended pursuant to this
Amendment No. 2 are reported herein.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D is amended as follows:
(b) The address of Mr. Thomas is 3610 Baron Monck Pass, Raleigh, NC 27612.
(c) The present principal occupation of Mr. Thomas is consultant to the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Schedule 13D is supplemented as follows:
From time to time since the filing of the Original Schedule 13D, Mr.
Thomas has acquired options from the Issuer to purchase shares of Common Stock
(collectively, the Options). Mr. Thomas has exercised certain of these
Options, and may, from time to time, exercise additional Options. Mr. Thomas
currently intends to hold and/or dispose of any shares of Common Stock acquired
upon exercise of Options, as well as shares of Common Stock owned prior to or
obtained subsequent to the exercise of Options, for investment or financial
planning purposes.
On July 21, 2008, the Issuer issued a press release that announced the
resignation of Mr. Thomas as Chief Executive Officer of the Issuer, Chairman of
the Board of Directors and as a Director, effective immediately. On August 1,
2008, the Issuer entered into a Consulting Agreement (the Agreement),
effective July 31, 2008, between the Issuer and Mr.
Thomas. Pursuant to the Agreement, Mr. Thomas is expected to make himself
reasonably available through July 31, 2010 to perform services of an advisory or
consulting nature on behalf of the Issuer.
On November 12, 2009, Mr. Thomas sold 100 shares of Common Stock, which,
when aggregated with his previous transactions in the Common Stock since the
filing of Amendment No. 1 to the Schedule 13D on February 7, 2008, reduced his
beneficial ownership of shares of Common Stock to approximately 8.9% of the
outstanding shares of Common Stock.
Other than as set forth herein, Mr. Thomas does not have any plans or
proposals that relate to or would result in (a) the acquisition by Mr. Thomas
of additional securities of the Issuer (other than Common Stock that he may
acquire pursuant to the exercise of Options granted to him in the course of his
employment), or the disposition of securities of the Issuer other than in
connection with ordinary course investment or financial planning activities,
(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 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 Issuers business or corporate structure, (g)
changes in the Issuers charter or bylaws 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 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, as amended, or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D, is amended as follows:
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(a) |
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Mr. Thomas beneficially owns 1,594,418 shares of Common Stock,
which represents approximately 8.4% of the outstanding shares of
Common Stock. The amount beneficially owned by Mr. Thomas includes
260,671 shares of Common Stock issuable upon the exercise of Options
granted to him by the Issuer. |
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(b) |
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Mr. Thomas has sole voting and dispositive power with
respect to all 1,594,418 shares of Common Stock. |
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(c) |
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On January 8, 2010, Mr. Thomas sold 10,000 shares of
Common Stock at a price per share of $1.41 in a broker
assisted transaction. On February 1, 2010, Mr. Thomas sold
10,000 shares of Common Stock at a price per share of $1.30 in
a broker assisted transaction. |