-----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, JTgc8qYdlyESBRbVxLaTjTQ5U2+DsGgcTh2p/3vncLqUXjVzir5tzL5kI3H3RS8M rDzW1dBbvPUbiigVV8rrmA== 0001016286-02-000019.txt : 20021002 0001016286-02-000019.hdr.sgml : 20021002 20021002154353 ACCESSION NUMBER: 0001016286-02-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALAS PETER E CENTRAL INDEX KEY: 0001016286 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2129825071 MAIL ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48491 FILM NUMBER: 02779807 BUSINESS ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SIUTE 200 CITY: RESTON STATE: VA ZIP: 20191 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: UNIVERSITY ONLINE INC DATE OF NAME CHANGE: 19960903 FORMER COMPANY: FORMER CONFORMED NAME: UOL PUBLISHING INC DATE OF NAME CHANGE: 19960917 SC 13D/A 1 vcmp13a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 *) VCAMPUS Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92240C 10 0 (CUSIP Number) Peter E. Salas, General Partner of Dolphin Offshore Partners, L.P. c/o Dolphin Asset Management Corp. 129 East 17th Street New York, NY 10003 (212) 982-5071 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) September 30, 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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. * 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 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Peter E. Salas, as General Partner of Dolphin Offshore Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___ 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA 7. SOLE VOTING POWER: 594,237 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: 594,237 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 594,237 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.63% 14. TYPE OF REPORTING PERSON: IN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 VCAMPUS Corporation (Name of Company) Item 1. Security and Issuer. The title of the class of security to which this statement relates is the Common Stock of VCAMPUS Corporation, whose principal executive offices are located at 1850 Centennial Park Drive, Suite 200, Reston, Virginia 20191. Item 2. Identity and Background This statement is filed by Peter E. Salas, a United States citizen with a business address at Dolphin Asset Management Corp., 129 East 17th Street, NY, NY 10003, as General Partner of Dolphin Offshore Partners, L.P. His present principal occupation is General Partner of Dolphin Offshore Partners, L.P. During the last five years, Mr. Salas has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting him 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. Item 3. Source and Amount of Funds or Other Consideration 10,000 preferred shares and 25,000 warrants were purchased directly from the issuing company on September 30, 2002 with the working capital of Dolphin Offshore Partners, L.P. Item 4. Purpose of the Transaction The preferred stock and the warrants were acquired for investment purposes only. Item 5. Interest in Securities of the Issuer (a) Mr. Salas is the beneficial owner of 43,140 common shares, 152,483 warrants and preferred stock convertible into 398,614 shares of common stock. He has the potential to control 594,237 shares of common stock of the Company. Such 594,237 shares would constitute approximately 28.63% of the adjusted shares of the Company's Common Stock outstanding as of September 30, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Salas has the exclusive right to vote the shares of Common Stock at any regular or special meetings of the shareholders of the Company and/or any actions in lieu of meetings or shareholder proceedings. Item 7. Material to be Filed as Exhibits Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 2, 2002 /s/ Peter E. Salas -------------------- Peter E. Salas as General Partner of Dolphin Offshore Partners, L.P. -----END PRIVACY-ENHANCED MESSAGE-----