SC 13D 1 r13dsc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1) CONCEPTS DIRECT, INC. ------------------------------------ (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE ------------------------------------ (Title of Class of Securities) 206013104 ------------------------------------ (CUSIP Number) Marshall S. Geller St. Cloud Capital Partners, LP 10866 Wilshire Suite 1450 Los Angeles, CA 90024 (310) 475-2700 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: W. Alex Voxman Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 (213) 485-1234 October 4, 2002 ------------------------------------ (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on the following page) Page 1 of 9 Pages SCHEDULE 13D ----------------------- --------------------- CUSIP No. 206013104 Page 2 of 9 ----------------------- --------------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON St. Cloud Capital Partners, LP ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS NA ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 272,369 shares* OWNED BY EACH ----------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 272,369 shares* ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 272,369 shares* ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 272,369 shares* ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 272,369 shares* ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% (based on 4,923,538 shares of Concept Direct, Inc.'s Common Stock outstanding as of August 12, 2002 as reported in the Company's Form 10-Q filed August 14, 2002). ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN ------------------------------------------------------------------ *See response to Item 5(a). SCHEDULE 13D ----------------------- --------------------- CUSIP No. 206013104 Page 3 of 9 ----------------------- --------------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON SCGP, LLC ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS NA ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 shares* OWNED BY EACH ----------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 272,369 shares** ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 shares* ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 272,369 shares* ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,369 shares* ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% (based on 4,923,538 shares of Concept Direct, Inc.'s Common Stock outstanding as of August 12, 2002 as reported in the Company's Form 10-Q filed August 14, 2002). ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO ------------------------------------------------------------------ *See response to Item 5(a). SCHEDULE 13D ----------------------- --------------------- CUSIP No. 206013104 Page 4 of 9 ----------------------- --------------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON St. Cloud Capital, LLC ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS NA ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 shares* OWNED BY EACH ----------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 272,369 shares* ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 shares* ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 272,369 shares* ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 272,369 shares* ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% (based on 4,923,538 shares of Concept Direct, Inc.'s Common Stock outstanding as of August 12, 2002 as reported in the Company's Form 10-Q filed August 14, 2002). ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO ------------------------------------------------------------------ *See response to Item 5(a). SCHEDULE 13D ----------------------- --------------------- CUSIP No. 206013104 Page 5 of 9 ----------------------- --------------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON Marshall S. Geller ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS NA ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 35,500 shares* OWNED BY EACH ----------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 272,369 shares* ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 35,500 shares* ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 272,369 shares* ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,869 shares* ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.92% (based on 4,923,538 shares of Concept Direct, Inc.'s Common Stock outstanding as of August 12, 2002 as reported in the Company's Form 10-Q filed August 14, 2002). ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN ------------------------------------------------------------------ *See response to Item 5(a). SCHEDULE 13D ----------------------- --------------------- CUSIP No. 206013104 Page 6 of 9 ----------------------- --------------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON Cary Fitchey ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------ 4 SOURCE OF FUNDS NA ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 shares* OWNED BY EACH ----------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH 272,369 shares* ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 shares* ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 272,369 shares* ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 272,369 shares* ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% (based on 4,923,538 shares of Concept Direct, Inc.'s Common Stock outstanding as of August 12, 2002 as reported in the Company's Form 10-Q filed August 14, 2002). ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN ------------------------------------------------------------------ *See response to Item 5(a). ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 (this Amendment) to Schedule 13D ("Schedule 13D"), relates to the common stock, $0.10 par value per share (the "Common Stock"), of Concepts Direct, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 2950 Colorful Avenue, Longmont, Colorado 80504-6214. The Company's Common Stock is listed on the Nasdaq SmallCap Market. Except as specifically provide herein, this Amendment does not modify any of the information previously reported on Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. (a) This Amendment is being filed jointly by St. Cloud Capital Partners, LP, a Delaware limited partnership ("St. Cloud Partners"), SCGP, LLC, a Delaware limited liability company ("SCGP"), St. Cloud Capital, LLC, a California limited liability company ("St. Cloud Capital"), Marshall S. Geller, an individual ("Mr. Geller"), and Cary Fitchey, an individual ("Mr. Fitchey, and collectively with St. Cloud Partners, SCGP, St. Cloud Capital and Mr. Geller, the "Reporting Persons.") (b) The address of the principal business of each of St. Cloud Partners, St. Cloud Capital, Mr. Geller and Mr. Fitchey is 10866 Wilshire Boulevard, Suite 1450, Los Angeles, California 90024. (c) St. Cloud Partners is licensed by the United States Small Business Administration as a Small Business Investment Company, whose principal business is to invest in companies. The principal business of SCGP is to act as the general partner of St. Cloud Partners. The principal business of St. Cloud Capital is to provide management services to St. Cloud Partners and investment advice to SCGP. Mr. Geller and Mr. Fitchey are venture capitalists. (d) None of the Reporting Persons have during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) Mr. Geller and Mr. Fitchey are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change has occurred to this item of the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. No material change has occurred to this item of the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(1) Pursuant to the Purchase Agreement, St. Cloud Partners purchased a Warrant to purchase 275,000 shares of Common Stock at an exercise price of $0.10 per share. On August 7, 2002, St. Cloud Partners exercised the warrant pursuant to the net exercise provision thereof and acquired 272,369 shares of Common Stock. Following the issuance of such shares, based on 4,923,538 shares of Common Stock outstanding on August 12, 2002 (and excluding outstanding options), such shares constitute approximately 5.24% of the Common Stock. Pursuant to the Investors' Rights Agreement described in Item 4 and Item 6 of the Schedule 13D, Wiland is required, in specific circumstances, to vote all of the shares of Common Stock beneficially held by Wiland in favor of the designee of St. Cloud Partners for election to the Board. Accordingly, St. Cloud Partners may be deemed to share voting power over the shares of Common Stock owned by Wiland. Based on 4,923,538 shares of Common Stock outstanding on August 12, 2002 (and excluding outstanding options), Wiland owns an aggregate of 1,676,100 shares of Common Stock (which includes (A) 1,401,100 shares of Common Stock held by P.Wiland according to the Company's Definitive Proxy Statement filed on April 10, 2002 and (B) 275,000 shares of Common Stock issuable upon exercise of a Common Stock Purchase Warrant purchased by Wiland on April 26, 2002 under the Purchase Agreement), representing approximately 32% of the Company's outstanding Common Stock. The 272,369 shares owned by St. Cloud Partners, when such shares combined with the shares beneficially owned by Wiland would number 1,948,469, which would then constitute approximately 35% of the Common Stock. St. Cloud Partners expressly disclaims any admission that they have beneficial ownership of, or any pecuniary interest in, any shares of Common Stock except the 272,369 shares with respect to which they possess sole dispositive power. (a)(2) SCGP is a general partner of St. Cloud Partners and may be deemed to beneficially own the securities owned by St. Cloud Partners. Neither the filing of Schedule 13D nor any of its contents shall be deemed to constitute an admission that SCGP is the beneficial owner of the securities described in Item 5(a)(1) above for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership is expressly disclaimed (a)(3) St. Cloud Capital provides management services to St. Cloud Partners and advice to SCGP and may be deemed to beneficially own the securities owned by St. Cloud Partners and/or SCGP. Neither the filing of Schedule 13D nor any of its contents shall be deemed to constitute an admission that St. Cloud Capital is the beneficial owner of the securities described in Item 5(a)(1) or Item 5(a)(2) above for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership is expressly disclaimed. (a)(4) Mr. Geller owns 25,000 shares of Common Stock and holds options to purchase 14,500 shares of Common Stock (which includes 10,500 shares which could be acquired through the exercise of stock options within 60 days). In addition, in Mr. Geller's capacity as a co-founder and senior manager of St. Cloud Partners, Mr. Geller shares indirect voting and dispositive power with respect to the 272,369 shares of Common Stock deemed to be beneficially owned by St. Cloud Partners. Assuming the exercise of the options held by Mr. Geller that are exercisable within 60 days, Mr. Geller would beneficially own an aggregate of 307,869 shares of Common Stock if shares owned by St. Cloud Partners are deemed to be beneficially owned by Mr. Geller. Following the issuance of all such shares, based on 4,923,538, shares of Common Stock outstanding (and excluding outstanding options), such shares would constitute approximately 5.92% of the Common Stock. Neither the filing of Schedule 13D nor any of its contents shall be deemed to constitute an admission that Mr. Geller is the beneficial owner of the securities described in Item 5(a)(1) above for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership is expressly disclaimed. (a)(5) In Mr. Fitchey's capacity as senior manager of St. Cloud Partners, Mr. Fitchey shares indirect voting and dispositive power with respect to the 272,369 shares of Common Stock deemed to be beneficially owned by St. Cloud Partners. Neither the filing of Schedule 13D nor any of its contents shall be deemed to constitute an admission that Mr. Fitchey is the beneficial owner of the securities described in Item 5(a)(1) above for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership is expressly disclaimed. Assuming exercise of the options held by Mr. Geller that are exercisable within 60 days: (b)(1) St. Cloud Partners has sole power to vote or to direct the vote and dispose or to direct the disposition of 272,369 shares of Common Stock. (b)(2) SCGP, as the general partner of St. Cloud Partners, shares the power to vote or to direct the vote and dispose or to direct the disposition of 272,369 shares of Common Stock owned by St. Cloud Partners. (b)(3) St. Cloud Capital, as a provider of management services to St. Cloud Partners and investment advice to SCGP, shares the power to vote or to direct the vote and dispose or to direct the disposition of 272,369 shares of Common Stock owned by St. Cloud Partners and/or SCGP. (b)(4) Mr. Geller has sole power to vote or to direct the vote and dispose or to direct the disposition of 35,500 shares of Common Stock. Mr. Geller, as a co-founder and senior manager of St. Cloud Partners, shares the power to vote or to direct the vote and dispose or to direct the disposition of 272,369 shares of Common Stock owned by St. Cloud Partners. (b)(5) Mr. Fitchey, as senior manager of St. Cloud Partners, shares the power to vote or to direct the vote and dispose or to direct the disposition of 272,369 shares of Common Stock owned by St. Cloud Partners. (c) None, to the knowledge of the Reporting Persons. (d) None, to the knowledge of the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change has occurred to this item of the Schedule 13D ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Joint Filing Agreement, dated as of October 4, 2002, by and among St. Cloud Capital Partners, LP, a Delaware limited partnership, SCGP, LLC, a Delaware limited liability company, St. Cloud Capital, LLC, a California limited liability company, Marshall S. Geller, an individual, and Cary Fitchey, an individual. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 4, 2002 ST. CLOUD CAPITAL PARTNERS, LP By: /s/ Marshall S. Geller ------------------------------ Name: Marshall S. Geller Title: Partner Dated: October 4, 2002 SCGP, LLC By: /s/ Cary Fitchey ------------------------------ Name: Cary Fitchey Title: Managing Member Dated: October 4, 2002 ST. CLOUD CAPITAL, LLC By: /s/ Cary Fitchey ------------------------------ Name: Cary Fitchey Title: Managing Member Dated: October 4, 2002 MARSHALL S. GELLER By: /s/ Marshall S. Geller ------------------------------ Marshall S. Geller Dated: October 4, 2002 CARY FITCHEY By: /s/ Cary Fitchey ------------------------------ Cary Fitchey EXHIBIT INDEX Exhibit 1. Joint Filing Agreement, dated as of October 4, 2002, by and among St. Cloud Capital Partners, LP, a Delaware limited partnership, SCGP, LLC, a Delaware limited liability company, St. Cloud Capital, LLC, a California limited liability company, Marshall S. Geller, an individual, and Cary Fitchey, an individual. EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies. Dated: October 4, 2002 ST. CLOUD CAPITAL PARTNERS, LP By: s/ Marshall S. Geller ------------------------------ Name: Marshall S. Geller Title: Partner Dated: October 4, 2002 SCGP, LLC By: /s/ Cary Fitchey ------------------------------ Name: Cary Fitchey Title: Managing Member Dated: October 4, 2002 ST. CLOUD CAPITAL, LLC By: /s/ Cary Fitchey ------------------------------ Name: Cary Fitchey Title: Managing Member Dated: October 4, 2002 MARSHALL S. GELLER By: /s/ Marshall S. Geller ------------------------------ Marshall S. Geller Dated: October 4, 2002 CARY FITCHEY By: /s/ Cary Fitchey ------------------------------ Cary Fitchey