-----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, BtcXn3OIJJIklv3bugeB5UugLsM1L/0WHOBrujkykjJY6hIRnIJp8GNQ2Yxxh6I9 Mcu4mErTvqa4qncW530DcQ== 0001405736-08-000007.txt : 20080314 0001405736-08-000007.hdr.sgml : 20080314 20080314115121 ACCESSION NUMBER: 0001405736-08-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48491 FILM NUMBER: 08688299 BUSINESS ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 7036547213 MAIL ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 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: 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 13D BUSINESS ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 7036547213 MAIL ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 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 SC 13D 1 fingerhut13dmar08.txt FINGERHUT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) VCAMPUS CORPORATION ______________________________________________________________________________ (Name of Issuer) COMMON STOCK ______________________________________________________________________________ (Title of Class of Securities) 2240C 30 8 (CUSIP Number) January 25, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copiesof the schedule, including all exhibits. See Rule 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). Schedule 13D Page 2 of 7 CUSIP No. 92240C 30 8 Introductory Note: Mr. Barry Fingerhut and a group of then related filing persons last made a Schedule 13D filing in April of 2004. This filing provides additional disclosure regarding recent transactions by Mr. Fingerhut. (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Barry K. Fingerhut (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ________________________________________________________________________ (3) SEC USE ONLY ________________________________________________________________________ (4) SOURCE OF FUNDS PF Personal Funds, OO Other ________________________________________________________________________ (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________ Schedule 13D Page 3 of 7 CUSIP No. 92240C 30 8 (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 11,219,558 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 224,311 (1) EACH (9) SOLE DISPOSITIVE POWER REPORTING 11,219,558 PERSON WITH (10) SHARED DISPOSITIVE POWER 224,311 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,443,869 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5% (14) TYPE OF REPORTING PERSON IN (1) Includes (a) (i) 146,298 shares of common stock held by Wheatley Partners, L.P., an investment partnership organized under the laws of the s tate of Delaware of which Mr. Fingerhut serves as an officer of the General Partner, (ii) 10,928 shares of common stock issuable upon exercise of warrants held by Wheatley Partners, L.P., (b) 929 shares of common stock issuable upon exercise of warrants held by Wheatley Foreign Partners, L.P., an investment partnership organized under the laws of the State of Delaware of which Mr. Fingerhut serves as an officer of the General Partner, and (c) 42,225 shares held in a joint account with respect to which Mr. Fingerhut has investment and voting power. Mr. Fingerhut disclaims beneficial ownership of the securities described in sections (a) and (b) of this footnote, except to the extent of his pecuniary interest therein, and this filing shall not be deemed an admission that Mr. Fingerhut is the beneficial owner of such shares. Schedule 13D Page 4 of 7 CUSIP No. 92240C 30 8 ITEM 1 – SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D (the "Statement") relates is the Common Stock, $0.01 par value ("Common Stock") of VCampus Corporation, a Delaware corporation ("VCampus", with its principal executive offices located at 1850 Centennial Park Drive, Suite 200, Reston, VA 20191. ITEM 2 – IDENTITY AND BACKGROUND (a). NAME Barry K. Fingerhut (b). BUSINESS ADDRESS 399 Park Avenue, 32nd Floor, New York, NY 10022 (c). EMPLOYMENT Investment Manager; Fingerhut Partners, LLC (d). During the last five years, Mr. Fingerhut has not been convicted in a criminal proceeding (excluding traffic or similar violations). (e). During the last five years, Mr. Fingerhut has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding any violation with respect to such laws. (f). Mr. Fingerhut is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On May 18, 2004, $125,000 in principal amount of a convertible note held by Mr. Fingerhut was automatically converted, upon shareholder approval, into 76,788 shares of the Common Stock of VCampus. On March 23, 2006 Mr. Fingerhut used $1,150,000 of his personal funds to purchase 1,150 shares of Series B-1 Preferred Stock of VCampus and a warrant for the purchase of 500,000 shares of the Common Stock of VCampus (the “B-1 Warrant”). In satisfaction of VCampus’ cash dividend obligation to Mr. Fingerhut for the quarters ended June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007, VCampus issued a total of 247 shares of Series B-1 Preferred Stock, in the aggregate, to Mr. Fingerhut. In exchange for Mr. Fingerhut's agreement to accept future dividends in additional shares of Series B-1 Preferred Stock instead of cash, on October 31, 2006 VCampus issued a warrant to Mr. Fingerhut for the purchase of 500,000 shares of VCampus Common Stock (in replacement of the B-1 Warrant) and a new warrant for the purchase of an additional 225,000 shares of VCampus Common Stock. Additionally, on October 31, 2006, VCampus filed an Amended Certificate of Designations for the Series B-1 Preferred Stock which, among other things, made the Series B-1 Preferred Stock immediately convertible, at the option of the holder, into VCampus Common Stock and changed the formula that determines the conversion price. The current conversion price floor for the Series B-1 Preferred Stock is $0.37 per share. Based upon the fact that the Series B-1 Preferred Stock became immediately convertible into VCampus Common Stock at $0.37 per share, Mr. Fingerhut's beneficial ownership of VCampus Common Stock could be deemed to have increased by 3,356,756 shares effective on October 31, 2006. On January 25, 2008, 307.5 shares of Series A-1 Preferred Stock (convertible into a total of 1,025,000 shares of common stock at $0.30 per share) and 1,397 shares of Series B-1 Preferred Stock (convertible into a total of 3,775,676 shares of common stock at $0.37 per share) were transferred to Mr. Fingerhut by a business associate as consideration for the cancellation of debt owed to Mr. Fingerhut by the business associate in an amount equal to the original purchase price of the shares acquired by the business associate. Mr. Fingerhut disclaims beneficial ownership of the shares of common stock issuable to him upon conversion of the Series B-1 Preferred Stock and upon exercise of the Series B-1 Warrant to the extent that Schedule 13D Page 5 of 7 CUSIP No. 92240C 30 8 such shares may not be deemed beneficially owned by him by virtue of the conversion price and exercise price not being fixed. ITEM 4. PURPOSE OF TRANSACTION Mr. Fingerhut acquired his shares of VCampus for investment and not with the purpose of changing or influencing the control of VCampus. Mr. Fingerhut does not have any plan or proposal which relates to or would result in any actions enumerated in subitems (a) through (j) of Item 4 of Schedule 13D, except that Mr. Fingerhut may dispose of some or all of the Common Stock or may acquire additional shares of Common Stock from time to time, depending upon price and market conditions, evaluation of alternative investments, and other factors and Mr. Fingerhut has from time to time in the past and is currently in discussions with VCampus management and the other holders of VCampus convertible debt and preferred stock regarding the terms under which Mr. Fingerhut and other investors would convert their debt and preferred securities into common stock. No definitive terms have been agreed upon, but such recapitalization, if consummated, could result in a change in control of the Company and/or the composition of the Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) 11,443,869 or 54.5% (b) (i) Sole Voting Power 11,219,558 (ii) Shared Voting Power 224,311 (1) (iii) Sole Dispositive Power 11,219,558 (iv) Shared Dispositive Power 224,311 (1) (c) On January 25, 2008, 307.5 shares of Series A-1 Preferred Stock (convertible into a total of 1,025,000 shares of common stock at $0.30 per share) and 1,397 shares of Series B-1 Preferred Stock (convertible into a total of 3,775,676 shares of common stock at $0.37 per share) were transferred to Mr. Fingerhut by a business associate as consideration for the cancellation of debt owed to Mr. Fingerhut by the business associate in an amount equal to the original purchase price of the shares acquired by the business associate, such amount being $1,000 per share. (d) None. (e) Not applicable. (1) Includes (a) (i) 146,298 shares of common stock held by Wheatley Partners, L.P., an investment partnership organized under the laws of the State of Delaware of which Mr. Fingerhut serves as an officer of the General Partner, (ii) 10,928 shares of common stock issuable upon exercise of warrants held by Wheatley Partners, L.P., (b) 929 shares of common stock issuable upon exercise of warrants held by Wheatley Foreign Partners, L.P., an investment partnership organized under the laws of the State of Delaware of which Mr. Fingerhut serves as an officer of the General Partner, and (c) 42,225 shares held in a joint account with respect to which Mr. Fingerhut has investment and voting power. Mr. Fingerhut disclaims beneficial ownership of the securities described in sections (a) and (b) of this footnote, except to the extent of his pecuniary interest therein, and this filing shall not be deemed an admission that Mr. Fingerhut is the beneficial owner of such shares. Schedule 13D Page 6 of 7 CUSIP No. 92240C 30 8 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships between Mr. Fingerhut and any other person with respect to any securities of VCampus required to be disclosed or filed herewith. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Schedule 13D Page 7 of 7 CUSIP No. 92240C 30 8 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 20, 2008 Date /s/ Barry K. Fingerhut Signature Barry K. Fingerhut Name/Title -----END PRIVACY-ENHANCED MESSAGE-----