SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
SPECTRUM
GROUP INTERNATIONAL, INC.
(Name
of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
84763M102
(CUSIP NUMBER)
Jeffrey D. Benjamin
c/o Spectrum Group International, Inc.
1063 McGaw
Irvine, CA 92614
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 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 which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
¨
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act.
1
|
NAME OF REPORTING PERSONS
Jeffrey D. Benjamin
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,945,764
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
2,945,764
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,764
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
14
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TYPE OF REPORTING PERSON
IN
|
Item 1.
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Security and Issuer
|
This
statement on Schedule 13D (the “Statement”) relates to the common stock, par value $0.01 per share (the “Common
Stock”), of Spectrum Group International, Inc., a Delaware corporation (the “Issuer”). The principal executive
offices of the Issuer are located at 1063 McGaw, Suite 250, Irvine, CA 92614.
Item 2.
|
Identity and Background
|
(a) This
Statement is being filed by Jeffrey D. Benjamin (the “Reporting Person”).
(b) The
address of the Reporting Person is c/o Spectrum Group International, Inc., 1063 McGaw, Irvine, CA 92614.
(c) The
Reporting Person is a Senior Advisor to Cyrus Capital Partners, L.P., located at 399 Park Ave, New York, NY 10022.
(d)-(e) During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been 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.
(f)
The Reporting Person is a
citizen of the United States.
Item 3.
|
Source and Amount of Funds
|
The acquisition cost
of the 2,945,764 shares of Common Stock owned by the Reporting Person was $6,151,464, the source of which was personal funds.
Item 4.
|
Purpose of the Transaction
|
The securities of the
Issuer acquired by the Reporting Person were acquired for investment purposes. Depending upon market conditions and other factors
that the Reporting Person may deem material to his investment decision, the Reporting Person may make purchases of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock held by him at any time. The Reporting Person may
from time to time review or reconsider his position with respect to the Issuer or formulate plans or proposals with respect to
any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but has no present intention of doing so. The Reporting
Person is a director of the Issuer.
Item 5.
|
Interest in Securities of the Issuer
|
(a), (b) The Reporting
Person has the sole power to vote and dispose of 2,945,764 shares of Common Stock, which represents 9.6% of the shares of Common
Stock issued and outstanding.
1
(c) On September 25,
2012, the Reporting Person acquired 1,738,000 shares of Common Stock in a rights offering of the Issuer at a subscription price
of $1.90 per share.
(d) Not applicable.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The Reporting Person holds restricted stock
units, settleable in 19,792 shares of Common Stock, which, if not earlier forfeited, will vest on June 30, 2013.
Item 7.
|
Material to be Filed as Exhibits
|
None.
1
Based on 30,628,991 shares
of the Common Stock reported outstanding as of September 27, 2012 in the Issuer’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2012.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: October 5, 2012
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/s/ Jeffrey Benjamin
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Jeffrey Benjamin
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