0001193125-14-048322.txt : 20140212 0001193125-14-048322.hdr.sgml : 20140212 20140212165632 ACCESSION NUMBER: 0001193125-14-048322 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM DIAMOND, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vitacost.com, Inc. CENTRAL INDEX KEY: 0001401688 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 371333024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85269 FILM NUMBER: 14601120 BUSINESS ADDRESS: STREET 1: 5400 BROKEN SOUND BLVD NW STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33487-3521 BUSINESS PHONE: (561) 982-4180 MAIL ADDRESS: STREET 1: 5400 BROKEN SOUND BLVD NW STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33487-3521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13D/A 1 d676718dsc13da.htm SCHEDULE 13D AMENDMENT NO.1 Schedule 13D Amendment No.1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

 

 

Vitacost.com, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92847A20 0

(CUSIP Number)

Osmium Partners, LLC

300 Drakes Landing Road, Suite 172

Greenbrae, CA 94904

Attention: John H. Lewis

Telephone: (415) 785-4044

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  x

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* 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 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.)

 

 

 

 

Page 1 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

John H. Lewis

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    PF

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    279,521

     8   

Shared voting power –

 

    2,475,385

     9   

Sole dispositive power –

 

    279,521

   10   

Shared dispositive power –

 

    2,475,385

11  

Aggregate amount beneficially owned by each reporting person

 

    2,754,906

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    8.2%

14  

Type of reporting person

 

    IN

 

 

Page 2 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Osmium Partners, LLC

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    0

     8   

Shared voting power –

 

    2,475,385

     9   

Sole dispositive power –

 

    0

   10   

Shared dispositive power –

 

    2,475,385

11  

Aggregate amount beneficially owned by each reporting person

 

    2,475,385

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    7.4%

14  

Type of reporting person

 

    IA, OO

 

 

Page 3 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Osmium Capital, LP

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  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

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    0

     8   

Shared voting power –

 

    999,723

     9   

Sole dispositive power –

 

    0

   10   

Shared dispositive power –

 

    999,723

11  

Aggregate amount beneficially owned by each reporting person

 

    999,723

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    3.0%

14  

Type of reporting person

 

    PN

 

 

Page 4 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Osmium Capital II, LP

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  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

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    0

     8   

Shared voting power –

 

    944,024

     9   

Sole dispositive power –

 

    0

   10   

Shared dispositive power –

 

    944,024

11  

Aggregate amount beneficially owned by each reporting person

 

    944,024

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    2.8%

14  

Type of reporting person

 

    PN

 

 

Page 5 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Osmium Spartan, LP

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  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

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    0

     8   

Shared voting power –

 

    258,535

     9   

Sole dispositive power –

 

    0

   10   

Shared dispositive power –

 

    258,535

11  

Aggregate amount beneficially owned by each reporting person

 

    258,535

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.8%

14  

Type of reporting person

 

    PN

 

 

Page 6 of 10 Pages

CUSIP No.: 92847A20 0  

 

  1   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Osmium Diamond, LP

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  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

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power –

 

    0

     8   

Shared voting power –

 

    273,103

     9   

Sole dispositive power –

 

    0

   10   

Shared dispositive power –

 

    273,103

11  

Aggregate amount beneficially owned by each reporting person

 

    273,103

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.8%

14  

Type of reporting person

 

    PN

 

 

Page 7 of 10 Pages

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed with respect to the Reporting Persons’ beneficial ownership of common stock, par value $0.00001 per share (the “Common Stock”) of Vitacost, Inc. (“Vitacost” or the “Issuer”). This Amendment No. 1 supplements the Schedule 13D previously filed on January 14, 2014. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

ITEM 4. Purpose of Transaction.

The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Consistent with their investment purpose, the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.

On February 7, 2014, the Reporting Persons, through Mr. Lewis, submitted stockholder nominations in respect of two candidates for election to the Issuer’s board of directors at the 2014 annual meeting of the Issuer. These nominations were submitted prior to the Issuer’s February 8, 2014 deadline for such nominations pursuant to the process for stockholder nomination of candidates for directors set forth in the Issuer’s bylaws and most recent proxy statement on Schedule 14A. Prior to the submission, the Reporting Persons, through Mr. Lewis, were engaged in discussions with the Company regarding the appointment of one additional independent director to the board of directors of the Issuer. These discussions are on-going, and the parties have reached a non-binding agreement in principle. If this director appointment is finalized, the Reporting Persons will withdraw the stockholder nominations referenced above.

Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Page 8 of 10 Pages

ITEM 7. Material to be Filed as Exhibits.

 

Exhibit 1    Joint Filing Agreement

 

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.

Dated: February 12, 2014

 

    John H. Lewis
 

Osmium Partners, LLC

   
 

Osmium Capital, LP

   
 

Osmium Capital II, LP

   
 

Osmium Spartan, LP

   
 

Osmium Diamond, LP

   

 

 

By:

  

/s/ John H. Lewis

  John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP

 

Page 10 of 10 Pages

EXHIBIT INDEX

 

Exhibit 1    Joint Filing Agreement
 EX-1 2 d676718dex1.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Vitacost.com, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: February 12, 2014

 

  John H. Lewis
 

Osmium Partners, LLC

   
 

Osmium Capital, LP

   
 

Osmium Capital II, LP

   
 

Osmium Spartan, LP

   
 

Osmium Diamond, LP

   

 

  By:  

/s/ John H. Lewis

  John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP