-----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, NiRSCw8jKAlekqd8rC9EIhn7DYD3+dDlqDlmlwKrKFuyOt7U6Z8ByuP0SXGAiY/x lwM6xDaRxAicfzjBcENCOA== 0000919574-08-000760.txt : 20080212 0000919574-08-000760.hdr.sgml : 20080212 20080212152731 ACCESSION NUMBER: 0000919574-08-000760 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL SCIENCES, INC. CENTRAL INDEX KEY: 0001091158 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 330727173 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80323 FILM NUMBER: 08598095 BUSINESS ADDRESS: STREET 1: 10182 TELESIS COURT 6TH FL STREET 2: STE 20 5 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585460040 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT 6TH FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: WEBSIDESTORY INC DATE OF NAME CHANGE: 20000404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGDON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001000097 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 157 WEST 57TH STREET 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123330100 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 50 FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: KINGDON CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19960408 SC 13G/A 1 d854024_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Visual Sciences, Inc. (formerly known as WebSideStory, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 92845H108 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (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 in 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 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. 92845H108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kingdon Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 0 6. SHARED VOTING POWER 700,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 700,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.34% 12. TYPE OF REPORTING PERSON* OO CUSIP No. 92845H108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mark Kingdon 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 700,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 700,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.34% 12. TYPE OF REPORTING PERSON* IN CUSIP No. 92845H108 --------------------- Item 1(a). Name of Issuer: Visual Sciences, Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 10182 Telesis Court 6th Floor San Diego, California 92121 United States of America ____________________________________________________________________ Item 2(a). Name of Persons Filing: Kingdon Capital Management, LLC Mark Kingdon ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence of Persons Filing: 152 West 57th Street, 50th Floor New York, NY 10019 United States of America ____________________________________________________________________ Item 2(c). Citizenship: Kingdon Capital Management, LLC: Delaware Mark Kingdon: United States of America ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $.001 par value ____________________________________________________________________ Item 2(e). CUSIP Number: 92845H108 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 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 Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Kingdon Capital Management, LLC: 700,000 Mark Kingdon: 700,000 ______________________________________________________________________ (b) Percent of class: Kingdon Capital Management, LLC: 3.34% Mark Kingdon: 3.34% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Kingdon Capital Management, LLC: 0 Mark Kingdon: 0 (ii) Shared power to vote or to direct the vote Kingdon Capital Management, LLC: 700,000 Mark Kingdon: 700,000 (iii) Sole power to dispose or to direct the disposition of Kingdon Capital Management, LLC: 0 Mark Kingdon: 0 (iv) Shared power to dispose or to direct the disposition of Kingdon Capital Management, LLC: 700,000 Mark Kingdon: 700,000 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 [X]. Mark Kingdon, Kingdon Capital Management, LLC _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below each of the Reporting Persons certifies that, to the best of their 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 such purpose or effect. 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 12, 2008 ----------------- (Date) Kingdon Capital Management, LLC By: /s/ William Walsh --------------------- Name: William Walsh Title: Chief Financial Officer /s/Mark Kingdon --------------- Mark Kingdon Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A AGREEMENT The undersigned agree that this amendment to Schedule 13G dated February 12, 2008 relating to the Common Stock, $.001 par value, of Visual Sciences, Inc. shall be filed on behalf of the undersigned. Kingdon Capital Management, LLC By: /s/ William Walsh --------------------- Name: William Walsh Title: Chief Financial Officer /s/Mark Kingdon --------------- Mark Kingdon SK 48400 0009 854024 -----END PRIVACY-ENHANCED MESSAGE-----