-----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, FAe+ZfDlDzA+SxGhJ4YSJhaDlAetHT7CRxNqrrLkGzO2OgOAfWbYEaJiYG1wGgAw +GI7a1RYZ6cJqz1Rm63hQw== 0001193125-09-147442.txt : 20090710 0001193125-09-147442.hdr.sgml : 20090710 20090710162223 ACCESSION NUMBER: 0001193125-09-147442 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090710 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: 09940339 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: Manatuck Hill Partners, LLC CENTRAL INDEX KEY: 0001467902 IRS NUMBER: 264540925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1465 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203.418.4400 MAIL ADDRESS: STREET 1: 1465 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

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, $0.004 par value

(Title of Class of Securities)

 

 

92257T707

(CUSIP Number)

 

 

June 30, 2009

(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).

Continued on following pages

Page 1 of 5 Pages


Page 2 of 5 Pages

 

  1  

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

            MANATUCK HILL PARTNERS, LLC

            26-4540925

   
  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨

b.  ¨

   
  3  

SEC Use Only

 

   
  4  

Citizenship or Place of Organization

 

            DELAWARE

   

 

Number of  

Shares  

Beneficially  

Owned By  

Each  

Reporting  

Person  

With  

 

 

  5    Sole Voting Power

 

                532,704

 

  6    Shared Voting Power

 

                0

 

  7    Sole Dispositive Power

 

                532,704

 

  8    Shared Dispositive Power

 

                0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            532,704

   
10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

 

¨

 

11  

Percent of Class Represented By Amount in Row (9)

 

            11.78%

   
12  

Type of Reporting Person (See Instructions)

 

            IA

   

 


Page 3 of 5 Pages

 

Item 1  

(a)

   Name of Issuer:      
     Velocity Express Corporation (the “Issuer”)      
         1  

(b)

   Address of the Issuer’s Principal Executive Offices:      
     One Morningside Drive North, Bldg B, Suite 300, Westport, CT 06880      
Item 2  

(a) – (c)

   Name, Principal Business Address, and Citizenship of Person Filing:      
    

Manatuck Hill Partners, LLC

1465 Post Road East

Westport, CT 06880

which is a Delaware corporation.

     
         2  

(d)

   Title of Class of Securities:      
     Common Stock, $0.004 par value      
         2  

(e)

   CUSIP Number:      
     92257T707      
Item 3.   This statement is filed pursuant to Rule 13d-1(c).   


Page 4 of 5 Pages

 

Item 4.    Ownership:      
   Ownership as of July 10, 2009 is incorporated herein by reference from items (5) – (9) and (11) of the cover page of this Schedule 13G.      
   The number of shares reported in items (5) – (9) and (11) consists of 223,962 shares of Common Stock issuable upon the conversion of shares of Series M Convertible Preferred Stock and 308,742 shares of Common Stock issuable upon the conversion of shares of Series Q Convertible Preferred Stock of the Issuer, in each case, held for the account of the Reporting Person’s clients.      
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:      
   The Reporting Person is an investment adviser acting on behalf of its clients’ accounts and, as such, has beneficial ownership of the shares which are the subject of this filing through the investment discretion the Reporting Person exercises over such accounts. Although such accounts do not have beneficial ownership of the shares for purposes of Section 13 and Section 16 of the Act, one account of the Reporting Person, Manatuck Hill Scout Fund, L.P., owns of record more than 5% of the Issuer’s 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.      
Item 10.    Certification:      
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.      


Page 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: July 10, 2009   MANATUCK HILL PARTNERS, LLC
  By:  

/s/ Tom Scalia

  Name:   Tom Scalia
  Title:   Chief Financial Officer
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