VIFL Food Technology Service, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

Food Technology Service, Inc.

(Name of Issuer)

 

Common Stock

 (Title of Class of Securities)

 

344798202

(CUSIP Number)

 

Frank Kavanaugh

Managing Director

Fort Ashford Holdings, LLC

120 Vantis Drive, Suite 300

Aliso Viejo, CA 92656

949-333-3133

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 26, 2012

(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.  £

 

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 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).

 

 

  

1

Name of Reporting Persons:

  

Fort Ashford Holdings, LLC

   

2

Check the Appropriate Box if a Member of a Group (See Instructions)

     

a)  £

 

b)  £

   

3

SEC use only

   

 

4

Source of Funds (See Instructions)

     

OO

   

5

Check if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e)   £

   

6

Citizenship Or Place Of Organization

     

California

     

7

Sole Voting Power

 

802,914

 

8

Shared Voting Power

 

0

 

9

Sole Dispositive Power

 

802,914

       

10

Shared Dispositive Power

 

0    

       

11

Aggregate Amount Beneficially Owned by Each Reporting Person

     

802,914

   

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   £

   

13

Percent of Class Represented by Amount in Row (11)

     

28.39% of the issued and outstanding common stock of the Issuer, based upon 2,827,980 shares of common stock issued and outstanding of the Issuer as of August 8, 2012, as reported on the Issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed August 13, 2012.

   

14

Type of Reporting Person (See Instructions)

     

PN

  

 

Item 1.

Security and Issuer.

 

This Schedule 13D relates to the common stock, $0.01 par value, of Food Technology Service, Inc (the “Issuer”), whose principal place of business is located at 502 Prairie Mine Road, Mulberry, FL 33860.

 

Item 2.

Identity and Background.

 

(a)	This Schedule 13D is being filed by Fort Ashford Holdings, LLC.

 

(b)	The principal business address for Fort Ashford Holdings, LLC is 120 Vantis Drive, Suite 300, Aliso Viejo, CA 92656.

 

(c)	Fort Ashford Holdings, LLC is a private equity firm.

 

(d)	During the past five years, neither Fort Ashford Holdings, LLC nor any of its officers, have been convicted in any criminal proceeding.

 

(e)

During the past five years, Fort Ashford Holdings, LLC has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Fort Ashford Holdings, LLC used an aggregate of $667,510.01 to purchase the common stock reported as beneficially owned in Item 5(c).  No borrowed funds were used to purchase the shares.

 

Item 4.

Purpose of Transaction.

 

The Reporting Persons are engaged in the investment business. These purchases were made for investment purposes.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)

Fort Ashford Holdings, LLC is the beneficial owner of 802,914 shares, or 28.39%, of the issued and outstanding common stock of the Issuer.  As of August 8, 2012, the number of shares issued and outstanding of the Issuer was 2,827,980 as reported on the Issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed August 13, 2012.

 

(b)

Fort Ashford Holdings, LLC has the sole power to vote and dispose of 802,914 shares of common stock of the Issuer.  Mr. Frank Kavanaugh and Mr. Gordon McGilton are Managing Directors of Fort Ashford Holdings, LLC.  Messrs. Kavanaugh and McGilton share voting and dispository control over the shares of common stock held by Fort Ashford Holdings, LLC.  Messrs. Kavanuagh and McGilton disclaim beneficial ownership of such shares of common stock.

 

(c)

Effective September 26, 2012, Fort Ashford Holdings, LLC and Richard G. Hunter entered into a stock purchase agreement, whereby Fort Ashford Holdings, LLC acquired 70,791 shares of the Issuer’s common stock from Mr. Hunter in a private transaction, at a price of $6.50 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 100 shares of the Issuer’s common stock in the open market, at a price of $6.20 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 100 shares of the Issuer’s common stock in the open market, at a price of $6.22 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 147 shares of the Issuer’s common stock in the open market, at a price of $6.23 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 600 shares of the Issuer’s common stock in the open market, at a price of $6.19 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 15,600 shares of the Issuer’s common stock in the open market, at a price of $6.20 per share.

 

On September 28, 2012, Fort Ashford Holdings, LLC purchased 16,759 shares of the Issuer’s common stock in the open market, at a price of $6.25 per share.

 

   

(d)

N/A

 

(e)

N/A

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Stock Purchase Agreement

 

As described in Item 5(c), on September 24, 2012, Fort Ashford Holdings, LLC and Richard G. Hunter, the Issuer’s Chief Executive Officer and Chief Financial Officer, entered into a stock purchase agreement, whereby Fort Ashford Holdings, LLC acquired 70,791 shares of the Issuer’s common stock from Mr. Hunter in a private transaction. The stock purchase agreement was conditioned upon the execution of the Issuer’s agreement with Fort Ashford Holdings, LLC, which occurred on September 26, 2012. A copy of such agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.

 

Agreement with the Issuer

 

Fort Ashford Holdings, LLC is a party to an agreement with the Issuer regarding the inapplicability of the adverse voting rights consequences which otherwise would result under the Florida Control Share Act, and various other matters. A copy of such agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.

 

Item 7.

Materials to be Filed as Exhibits.

 

1

Stock Purchase Agreement by and between Fort Ashford Holdings, LLC and Richard G. Hunter, Ph.D., dated September 24, 2012 (filed herewith).

2

Agreement by and between Fort Ashford Holdings, LLC and Food Technology Service Inc., dated September 26, 2012 (filed herewith).

 

  

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.

 

 

	October 5, 2012
	Date
	/s/ Frank Kavanaugh
	Frank Kavanaugh Managing Director