0001144204-12-060874.txt : 20121109 0001144204-12-060874.hdr.sgml : 20121109 20121109162521 ACCESSION NUMBER: 0001144204-12-060874 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121109 DATE AS OF CHANGE: 20121109 GROUP MEMBERS: KINDERHOOK GP, LLC GROUP MEMBERS: KINDERHOOK PARTNERS, LLC GROUP MEMBERS: STEPHEN J. CLEARMAN GROUP MEMBERS: TUSHAR SHAH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Coastal Contacts Inc CENTRAL INDEX KEY: 0001322232 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87046 FILM NUMBER: 121193980 BUSINESS ADDRESS: STREET 1: 2985 VIRTUAL WAY STREET 2: SUITE 320 CITY: VANCOUVER BC V5M 4X7 STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-669-1555 MAIL ADDRESS: STREET 1: 2985 VIRTUAL WAY STREET 2: SUITE 320 CITY: VANCOUVER BC V5M 4X7 STATE: A1 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDERHOOK, LP CENTRAL INDEX KEY: 0001220338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 STREET 2: SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 201-461-0955 MAIL ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 STREET 2: SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: KINDERHOOK PARTNERS, LP DATE OF NAME CHANGE: 20100217 FORMER COMPANY: FORMER CONFORMED NAME: KINDERHOOK PARTNERS L P DATE OF NAME CHANGE: 20030224 SC 13G 1 v328050_sc13g.htm SCHEDULE 13G

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )*
 

 

  Coastal Contacts Inc.  
  (Name of Issuer)  
     
  Common Stock, no par value  
  (Title of Class of Securities)  
     
     
 

19044R207

  
  (CUSIP Number)  
     
     
 

October 25, 2012

  
  (Date of Event Which Requires Filing of the Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

£Rule 13d-1(b)

 

SRule 13d-1(c) for Kinderhook, LP; Kinderhook GP, LLC; Tushar Shah, and Stephen J. Clearman

 

£Rule 13d-1(d)

 

*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 the 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).

 

Page 1 of 11
 

 

 

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C.  20549  
     
     
  SCHEDULE 13G*  
  Under the Securities Exchange Act of 1934  
     
  INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT  
  TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED  
  PURSUANT TO RULE 13d-2  
  (Amendment No. )*  
     
     
  Coastal Contacts Inc.  
  (Name of Issuer)  
     
  Common Stock, no par value  
  (Title of Class of Securities)  
     
     
 

19044R207

  
  (CUSIP Number)  
     
     
 

October 25, 2012

  
  (Date of Event Which Requires Filing of the Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

SRule 13d-1(b) for Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)

 

£Rule 13d-1(c)

 

£Rule 13d-1(d)

 

*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 the 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).

 

 

 

Page 2 of 11
 

Cusip No. 19044R207 13G Page 3 of 11 Pages

 

 

1.

 

NAME OF REPORTING PERSONS

 

Kinderhook, LP (formerly Kinderhook Partners, LP)

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     £

(b)     S

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

 

NUMBER OF

SHARES

 

5.

 

SOLE VOTING POWER 0

 

BENEFICIALLY

OWNED BY

EACH

 

6.

 

SHARED VOTING POWER 2,879,050

 

REPORTING

PERSON

WITH

 

7.

 

SOLE DISPOSITIVE POWER 0

 

 

 

8.

 

 

SHARED DISPOSITIVE POWER 2,879,050

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,050

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) PN

 

 

 

 

 

 

Page 3 of 11
 

 

Cusip No. 19044R207 13G Page 4 of 11 Pages

 

 

1.

 

NAME OF REPORTING PERSONS

 

Kinderhook GP, LLC

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     £

(b)    S

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

 

 

NUMBER OF

SHARES

 

5.

 

SOLE VOTING POWER 0

 

BENEFICIALLY

OWNED BY

EACH

 

6.

 

SHARED VOTING POWER 2,879,050

 

REPORTING

PERSON

WITH

 

7.

 

SOLE DISPOSITIVE POWER 0

 

 

 

8.

 

 

SHARED DISPOSITIVE POWER 2,879,050

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,050

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  £

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) OO

 

 

 

 

Page 4 of 11
 

 

Cusip No. 19044R207 13G Page 5 of 11 Pages

 

 

1.

 

NAME OF REPORTING PERSONS

 

Tushar Shah

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     £

(b)    S

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

 

 

 

NUMBER OF

SHARES

 

5.

 

SOLE VOTING POWER 0

 

BENEFICIALLY

OWNED BY

EACH

 

6.

 

SHARED VOTING POWER 2,879,050

 

REPORTING

PERSON

WITH

 

7.

 

SOLE DISPOSITIVE POWER 0

 

 

 

8.

 

 

SHARED DISPOSITIVE POWER 2,879,050

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,050

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  £

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) IN, HC

 

 

Page 5 of 11
 

 

Cusip No. 19044R207 13G Page 6 of 11 Pages

 

 

1.

 

NAME OF REPORTING PERSONS

 

Stephen J. Clearman

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     £

(b)     S

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

 

 

 

NUMBER OF

SHARES

 

5.

 

SOLE VOTING POWER 0

 

BENEFICIALLY

OWNED BY

EACH

 

6.

 

SHARED VOTING POWER 2,879,050

 

REPORTING

PERSON

WITH

 

7.

 

SOLE DISPOSITIVE POWER 0

 

 

 

8.

 

 

SHARED DISPOSITIVE POWER 2,879,050

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,050

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  £

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) IN, HC

 

 

 

Page 6 of 11
 

 

Cusip No. 19044R207 13G Page 7 of 11 Pages

 

 

1.

 

NAME OF REPORTING PERSONS

 

Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)     £

(b)     S

 

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

 

 

NUMBER OF

SHARES

 

5.

 

SOLE VOTING POWER 0

 

BENEFICIALLY

OWNED BY

EACH

 

6.

 

SHARED VOTING POWER 2,879,050

 

REPORTING

PERSON

WITH

 

7.

 

SOLE DISPOSITIVE POWER 0

 

 

 

8.

 

 

SHARED DISPOSITIVE POWER 2,879,050

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,050

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  £

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%

 

 

12.

 

 

TYPE OF REPORTING PERSON (See Instructions) IA

 

 

 

Page 7 of 11
 

Cusip No. 19044R207 13G Page 8 of 11 Pages

 

 

Item 1(a).Name of Issuer: Coastal Contacts Inc.

 

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

2985 Virtual Way, Suite 320

Vancouver, British Columbia V5M 4X7

 

Item 2(a).Name of Person Filing: Kinderhook, LP (formerly Kinderhook Partners, LP)

Kinderhook GP, LLC

Tushar Shah

Stephen J. Clearman

Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

(for all reporting persons)

2 Executive Drive, Suite 585

Fort Lee, New Jersey 07024

Item 2(c).Citizenship: Kinderhook, LP - Delaware

Kinderhook GP, LLC - Delaware

Tushar Shah - United States of America

Stephen J. Clearman - United States of America

Kinderhook Partners, LLC - Delaware

 

Item 2(d).Title of Class of Securities: Common Stock, no par value

 

Item 2(e).CUSIP Number: 19044R207

 

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) £ Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
  (b) £ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
  (c) £ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
  (d) £ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) S An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); with respect to Kinderhook Partners, LLC only
  (f) £ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
  (g) £ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

Page 8 of 11
 

 

Cusip No. 19044R207 13G Page 9 of 11 Pages

 

 

  (i) £ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) £ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) £ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4.Ownership:

 

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

(b)Percent of Class:

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote:

  

(ii)shared power to vote or to direct the vote:

 

(iii)sole power to dispose or to direct the disposition of:

 

(iv)shared power to dispose or to direct the disposition of:

 

Ownership as of October 25, 2012 is incorporated herein by reference from items (5) – (9) and (11) of the cover pages of this Schedule 13G.

 

Item 5.Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [  ].

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

 

Kinderhook Partners, LLC (the “Investment Adviser”) serves as the investment adviser to Kinderhook, LP (the “Partnership”) and is responsible for making investment decisions on the Partnership’s behalf. Kinderhook GP, LLC (the “General Partner”) serves as the general partner to the Partnership. Messrs. Tushar Shah and Stephen J. Clearman serve as the General Partner’s and Investment Adviser’s co-managing members and as a result, Mr. Clearman and Mr. Shah may be deemed to control such entities. Accordingly, Mr. Clearman and Mr. Shah may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership’s, General Partner’s, and Investment Adviser’s power to vote and/or dispose of the shares of Common Stock. Mr. Clearman and Mr. Shah disclaim beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest, if any, therein.

 

Page 9 of 11
 

Cusip No. 19044R207 13G Page 10 of 11 Pages

 

 

 

Kinderhook, LP specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

 

Kinderhook GP, LLC specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

 

Kinderhook Partners, LLC specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

 

Item 7.Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable

 

Item 8.Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9.Notice of Dissolution of Group:

 

Not Applicable

 

Item 10.Certifications:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

  November 9, 2012
  (Date)
   
  /s/ Tushar Shah
  (Signature)
   
  Tushar Shah
  Name and Title

 

  November 9, 2012
  (Date)
   
  /s/ Stephen J. Clearman
  (Signature)
   
  Stephen J. Clearman
  Name and Title

 

  November 9, 2012
  (Date)
   
  /s/ Tushar Shah
  (Signature)
   
  Tushar Shah – Managing Member of Kinderhook GP, LLC
  Name and Title

 

  November 9, 2012
  (Date)
   
  /s/ Tushar Shah
  (Signature)
   
  Tushar Shah – Managing Member of Kinderhook, LP’s General Partner
  Name and Title

 

Page 10 of 11
 

Cusip No. 19044R207 13G Page 11 of 11 Pages

 

 

 

Item 10. Certifications:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above are held in the ordinary course of business and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

  November 9, 2012
  (Date)
   
  /s/ Tushar Shah
  (Signature)
   
  Tushar Shah, Managing Member of Kinderhook Partners, LLC
  Name and Title

 

 

 

 

Page 11 of 11