-----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, KBM/B9L/KQ2+G6gEpg6ZQYvyTXzzmXDe3IJQxbi+113N66bd45AjkKX3s4TA5CHp C4DAgvVCTy8iJgn6MQ/JJg== 0000899140-08-001949.txt : 20081028 0000899140-08-001949.hdr.sgml : 20081028 20081028163142 ACCESSION NUMBER: 0000899140-08-001949 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081028 DATE AS OF CHANGE: 20081028 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VELOCITY EXPRESS CORP CENTRAL INDEX KEY: 0001002902 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 870355929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46377 FILM NUMBER: 081145075 BUSINESS ADDRESS: STREET 1: ONE MORNINGSIDE DRIVE NORTH STREET 2: BUILDING B SUITE 300 CITY: WESTPORT STATE: X1 ZIP: 06880 BUSINESS PHONE: 203-349-4160 MAIL ADDRESS: STREET 1: ONE MORNINGSIDE DRIVE NORTH STREET 2: BUILDING B SUITE 300 CITY: WESTPORT STATE: X1 ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: UNITED SHIPPING & TECHNOLOGY INC DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: U SHIP INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13G 1 t4522773b.txt INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Velocity Express Corporation ---------------------------- (Name of Issuer) Common Stock, par value $0.004 per share ---------------------------------------- (Title of Class of Securities) 92257T707 --------- (CUSIP Number) September 7, 2006 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] 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). - -------------------------- ---------------------- CUSIP No. 92257T707 13G Page 2 of 10 Pages - -------------------------- ---------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 453,288+ OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 453,288+ - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,288+ - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7%+ - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------- --------------------------------------------------------------------- + As of October 28, 2008. See Item 4. - -------------------------- ---------------------- CUSIP No. 92257T707 13G Page 3 of 10 Pages - -------------------------- ---------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Loeb - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 453,288+ OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 453,288+ - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,288+ - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7%+ - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - ---------- --------------------------------------------------------------------- + As of October 28, 2008. See Item 4. - -------------------------- ---------------------- CUSIP No. 92257T707 13G Page 4 of 10 Pages - -------------------------- ---------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point Offshore Fund, Ltd. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 322,592+ OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 322,592+ - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,592+ - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6%+ - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------- --------------------------------------------------------------------- + As of October 28, 2008. See Item 4. Item 1(a): Name of Issuer: - --------- -------------- The name of the issuer is Velocity Express Corporation, a Delaware corporation (the "Company"). Item 1(b): Address of Issuer's Principal Executive Offices: - --------- ----------------------------------------------- The Company's principal executive offices are located at One Morningside Drive North, Building B, Suite 300, Westport, CT 06880. Item 2(a): Name of Person Filing: - --------- --------------------- This Schedule 13G is filed by: (i) Third Point LLC, a Delaware limited liability company (the "Management Company"), which serves as investment manager or adviser to a variety of funds and managed accounts (such funds and accounts, collectively, the "Funds"), with respect to the shares of Common Stock (as defined in Item 2(d)) issuable upon the conversion of the shares of the Series Q Convertible Preferred Stock of the Company (the "Preferred Stock") directly owned by the Funds; (ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to the shares of Common Stock issuable upon the conversion of the shares of Preferred Stock indirectly beneficially owned by Mr. Loeb by virtue of such position; and (iii) Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the "Offshore Fund") which invests and trades in securities, with respect to the shares of Common Stock issuable upon the conversion of the shares of Preferred Stock held by it. The Management Company, Mr. Loeb and the Offshore Fund are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b): Address of Principal Business Office or, if None, Residence: - -------- - ----------------------------------------------------------- The address of the principal business office of the Management Company and Mr. Loeb is 390 Park Avenue, New York, New York 10022. The address of the principal business office of the Offshore Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies. Item 2(c): Citizenship: - --------- ----------- The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a United States citizen. The Offshore Fund is organized as a limited liability exempted company under the laws of the Cayman Islands. Item 2(d): Title of Class of Securities: - --------- ---------------------------- Common Stock, par value $0.004 per share ("Common Stock"). -5- Item 2(e): CUSIP Number: - --------- ------------ CUSIP number of the Common Stock is 92257T707. 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, B. [ ] Bank as defined in Section 3(a)(6) of the Act, C. [ ] Insurance Company as defined in Section 3(a)(19) of the Act, D. [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, E. [ ] 13d-1(b)(1)(ii)(E), F. [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), G. [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), H. [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, I. [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, J. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership: - ------ --------- On July 3, 2006, the Funds acquired an aggregate of 500,000 shares of Preferred Stock, 355,834 of which were acquired by the Offshore Fund. Each share of Preferred Stock was initially convertible into 9.0909 shares of Common Stock upon the satisfaction of certain conditions outside the control of the Reporting Persons. On September 7, 2006, the last of these conditions was satisfied and the Reporting Persons acquired beneficial ownership of the shares of Common Stock into which the Preferred Stock was then convertible. The Preferred Stock pays a quarterly dividend which has been paid to date, at the option of the Company, in additional shares of Preferred Stock as permitted by its terms. On December 7, 2007, the Company effected a 1 for 15 reverse stock split of the Common Stock, and on May 8, 2008 the Company made adjustments to existing Common Stock warrants and issued new Common Stock warrants, resulting in successive adjustments on those dates to the rate at which the Preferred Stock was convertible into shares of Common Stock. Other than shares issued to the Reporting Persons as dividends on the Preferred Stock, none of the Reporting Persons has acquired or disposed of either Preferred Stock or Common Stock since September 7, 2006. A. Third Point LLC and Daniel S. Loeb ---------------------------------- (a) - (b) Amount Beneficially Owned and Percentage of Class: -6- Each of the Management Company and Mr. Loeb beneficially owned the following numbers of shares of Common Stock, representing the following percentages of the Common Stock, as of the dates indicated: Date Number of Shares Percentage of Class ---- ---------------- ------------------- September 7, 2006 4,545,450 21.1% (1) December 31, 2006 4,683,586 16.3% (2) October 1, 2007 4,897,495 10.8% (3) October 28, 2008 453,288 11.7% (4) (1) Based on 16,965,310 shares of Common Stock reported by the Company as outstanding on May 12, 2006 and the shares of Common Stock issuable to the Funds upon conversion of the Preferred Stock. (2) Based on 24,141,162 shares of Common Stock reported by the Company as outstanding on November 16, 2006 and the shares of Common Stock issuable to the Funds upon conversion of the Preferred Stock. (3) Based on 40,539,051 shares of Common Stock reported by the Company as outstanding on July 19, 2007 and the shares of Common Stock issuable to the Funds upon conversion of the Preferred Stock. (4) Based on 3,409,488 shares of Common Stock reported by the Company as outstanding on October 22, 2008 and the shares of Common Stock issuable to the Funds upon conversion of the Preferred Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: All shares reported as beneficially owned by such Reporting Person in response to Item 4.A.(a) - (b) above for each date indicated. (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: All shares reported as beneficially owned by such Reporting Person in response to Item 4.A.(a) - (b) above for each date indicated. B. Third Point Offshore Fund, Ltd. ------------------------------- (a) - (b) Amount Beneficially Owned and Percentage of Class: The Offshore Fund beneficially owned the following numbers of shares of Common Stock, representing the following percentages of the Common Stock, as of the dates indicated: Date Number of Shares Percentage of Class ---- ---------------- ------------------- September 7, 2006 3,234,851 16.0% (1) December 31, 2006 3,333,169 12.1% (2) October 1, 2007 3,485,415 7.9% (3) October 28, 2008 322,592 8.6% (4) -7- (1) Based on 16,965,310 shares of Common Stock reported by the Company as outstanding on May 12, 2006 and the shares of Common Stock issuable to the Offshore Fund upon conversion of the Preferred Stock. (2) Based on 24,141,162 shares of Common Stock reported by the Company as outstanding on November 16, 2006 and the shares of Common Stock issuable to the Offshore Fund upon conversion of the Preferred Stock. (3) Based on 40,539,051 shares of Common Stock reported by the Company as outstanding on July 19, 2007 and the shares of Common Stock issuable to the Offshore Fund upon conversion of the Preferred Stock. (4) Based on 3,409,488 shares of Common Stock reported by the Company as outstanding on October 22, 2008 and the shares of Common Stock issuable to the Offshore Fund upon conversion of the Preferred Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: All shares reported as beneficially owned by such Reporting Person in response to Item 4.B.(a) - (b) above for each date indicated. (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: All shares reported as beneficially owned by such Reporting Person in response to Item 4.B.(a) - (b) above for each date indicated. 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 five percent of the class of securities, check the following: [ ] Item 6: Ownership of More than Five Percent on Behalf of Another - ------ -------------------------------------------------------- Person: ------ Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. 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. -8- Item 10: Certification: - ------- ------------- Each of the Reporting Persons hereby makes the following 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 having that purpose or effect. [Signatures on following page] -9- 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. Dated: October 28, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact EXHIBIT INDEX Exhibit 99.1: Joint Filing Agreement, dated October 28, 2008, by and between the Reporting Persons. Exhibit 99.2: Power of Attorney granted by Mr. Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff and Bruce Wilson, dated June 12, 2008. EX-99.1 3 t4522773c.txt JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: October 28, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ---------------------------------------- Name: William Song Title: Attorney-in-Fact EX-99.2 4 t4522773d.txt POA Exhibit 99.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company's compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements, reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of June 12, 2008. /s/ Daniel S. Loeb --------------------------------------------- Daniel S. Loeb THIRD POINT LLC By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ----------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer [Additional signatures on following page] THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ULTRA LTD. By: Third Point Advisors LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member LYXOR/THIRD POINT FUND LIMITED By: Third Point Advisors LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----