-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POLlGUubJgkhc2yLEZ0ZmcvwUW3B1ISvyg2lPxiuPnyNYBCgnlVNFRn/gyJdDgu0 5TFGpyeqR/GNsL26OEy0ZA== 0000891554-00-000457.txt : 20000217 0000891554-00-000457.hdr.sgml : 20000217 ACCESSION NUMBER: 0000891554-00-000457 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000216 GROUP MEMBERS: BH CAPITAL INVESTMENTS LP GROUP MEMBERS: EXCALIBUR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: EXCALIBUR LIMITED PARTNERSHIP GROUP MEMBERS: H.B. AND CO., INC. GROUP MEMBERS: HENRY BRACHFELD GROUP MEMBERS: LILIAN BRACHFELD GROUP MEMBERS: WILLIAM S. HECHTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VCAMPUS CORP CENTRAL INDEX KEY: 0000943742 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 541290319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48491 FILM NUMBER: 546763 BUSINESS ADDRESS: STREET 1: 8251 GREENSBORO DRIVE STREET 2: SIUTE 500 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038937800 MAIL ADDRESS: STREET 1: 8251 GREENSBORO DRIVE STREET 2: SUITE 500 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: UOL PUBLISHING INC DATE OF NAME CHANGE: 19960917 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY ONLINE INC DATE OF NAME CHANGE: 19960903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BH CAPITAL INVESTMENTS LP CENTRAL INDEX KEY: 0001106294 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SOUTH TOWER 7TH FLOOR CITY: TORONTO BUSINESS PHONE: 4189297642 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SOUTH TOWER 7TH FLOOR CITY: TORONTO SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G Information Statement pursuant to Rule 13d-1 and 13d-2 ---------- VCampus Corporation (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 92240C 10 0 (CUSIP Number) September 11, 1999 (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(c) (Continued on following pages) (Page 1 of 14 Pages) Page 2 of 19 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BH Capital Investments, L.P. None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 3 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H.B. and Co., Inc. None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henry Brachfeld None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 5 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Excalibur Limited Partnership None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 6 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Excalibur Capital Management, Inc. None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 7 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William S. Hechter None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common OWNED BY stock of the Issuer held by BH Capital Investments, L.P., EACH (ii) 56,300 shares which are issuable upon the exercise of REPORTING immediately exercisable warrants held by BH Capital PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. --------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER None. --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 8 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lilian Brachfeld None - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER None. --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY None. OWNED BY --------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH None --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 9 of 14 Pages Item 1(a). Name of Issuer. VCampus Corporation Item 1(b). Address of Issuer's Principal Executive Offices. 8251 Greensboro Drive, Suite 500 McLean, Virginia 22102 Item 2(a). Names of Persons Filing. BH Capital Investments, L.P. ("BHCI") H.B. and Co., Inc. ("HBCI") Henry Brachfeld ("Mr. Brachfeld") Excalibur Limited Partnership ("ELP") Excalibur Capital Management, Inc. ("ECMI") William S. Hechter ("Mr. Hechter") Lilian Brachfeld ("Mrs. Brachfeld") Item 2(b). Address of Principal Business Office, or if none, Residence. The address of the principal business office of BHCI, HBCI, Mr. Brachfeld and Mrs. Brachfeld is: 175 Bloor Street East South Tower, 7th Floor Toronto, Ontario M4W 3R8 Canada The address of the principal business office of ELP, ECMI and Mr. Hechter is: 33 Prince Arthur Toronto, Ontario M5R 1B2 Canada Item 2(c). Citizenship. BHCI is an Ontario, Canada limited partnership HBCI is an Ontario, Canada corporation Mr. Brachfeld is a citizen of the United States ELP is an Ontario, Canada limited partnership ECMI is an Ontario, Canada corporation Mr. Hechter is a citizen of Canada Mrs. Brachfeld is a citizen of Canada Item 2(d). Title of Class of Securities. Page 10 of 14 Pages Common Stock, $.01 par value per share Item 2(e). CUSIP Number. 92240C 10 0 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. This statement is filed pursuant to Rule 13d-1(c) Item 4. Ownership. (a) Amount beneficially owned by reporting persons as of September 11, 2000: Each reporting person, except Mrs. Brachfeld (see subsection (d) below), beneficially owns 515,212 shares (1). (b) Percent of Class: Each reporting person, except Mrs. Brachfeld (see subsection (d) below), holds 8.3% (based on 6,199,938 shares of common stock of the Issuer outstanding, determined from a 13D filed on January 21, 2000 with the Issuer). (c) Number of shares as to which such persons have: (i) Sole power to direct the vote: None of the reporting persons have the sole power to direct the vote. (ii) Shared power to vote or to direct the vote: Each reporting person, except Mrs. Brachfeld (see subsection (d) below), has the shared power to vote or direct the vote of 515,212 shares (1). (iii) Sole power to dispose or direct the disposition of the Common Stock: None of the reporting persons have the sole power to dispose or direct the disposition of the securities of the Issuer. (iv) Shared power to dispose or direct the disposition of: Each reporting person, except Mrs. Brachfeld (see subsection (d) below), has the shared power to dispose or direct the disposition of 515,212 shares (1). (d) Mrs. Brachfeld is the sole stockholder of HBCI and the wife of Mr. Brachfeld. By reason of such status, Mrs. Brachfeld maybe deemed to beneficially own the shares of common stock of the Issuer beneficially owned by HBCI and Mr. Brachfeld. Mrs. Brachfeld disclaims beneficial ownership of all such shares pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended. Notes: (1) 515,212 shares, including (i) 145,000 shares of common stock of the Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by BH Capital Investments, L.P., (iii) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon the exercise of immediately exercisable warrants held by Excalibur Limited Partnership, and (vi) 56,306 shares which are issuable upon conversion of $312,500 principal amount of issuer's convertible debentures owned by Excalibur Limited Partnership. Page 11 of 14 Pages Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. 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. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired 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 were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect. Exhibits: A. Joint Filing Agreement, dated February 11, 2000, among BHCI, HBCI, Mr. Brachfeld, ELP, ECMI, Mr. Hechter and Mrs. Brachfeld. Page 12 of 14 Pages 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. February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ BH Capital Investments, L.P. -------------------------------- By: H.B. and Co., Inc. By: Henry Brachfeld President --------------------------------------- (Signature) February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ H.B. and Co., Inc. ---------------------- By: Henry Brachfeld President --------------------------------------- (Signature) February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ Henry Brachfeld ------------------- Henry Brachfeld --------------------------------------- (Signature) February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ Excalibur Limited Partnership --------------------------------- By: Excalibur Capital Management, Inc. General Partner By: William S. Hechter William Hechter Director --------------------------------------- (Signature) Page 13 of 14 Pages February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ Excalibur Capital Management, Inc. -------------------------------------- By: William S. Hechter ------------------ William S. Hechter Director --------------------------------------- (Signature) February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ William S. Hechter ---------------------- William S. Hechter --------------------------------------- (Signature) February 11, 2000 -------------------------------------- (Date) --------------------------------------- /s/ Lilian Brachfeld -------------------- Lilian Brachfeld --------------------------------------- (Signature) Page 14 of 14 Pages Exhibit A This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership of the undersigned of shares of common stock of VCampus Corporation, a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 11, 2000 -------------------------------------- /s/ BH Capital Investments, L.P. -------------------------------------- By: H.B. and Co., Inc. By: Henry Brachfeld President -------------------------------------- (Signature) -------------------------------------- /s/ H.B. and Co., Inc. -------------------------------------- By: Henry Brachfeld President -------------------------------------- (Signature) -------------------------------------- /s/ Henry Brachfeld -------------------------------------- Henry Brachfeld -------------------------------------- (Signature) -------------------------------------- /s/ Excalibur Limited Partnership -------------------------------------- By: Excalibur Capital Management, Inc. General Partner By: William S. Hechter William Hechter Director -------------------------------------- (Signature) -------------------------------------- /s/ Excalibur Capital Management, Inc. -------------------------------------- By: William S. Hechter William S. Hechter Director -------------------------------------- (Signature) -------------------------------------- /s/ William S. Hechter -------------------------------------- William S. Hechter -------------------------------------- (Signature) -------------------------------------- /s/ Lilian Brachfeld -------------------------------------- Lilian Brachfeld -------------------------------------- (Signature) -----END PRIVACY-ENHANCED MESSAGE-----