0001193125-12-041563.txt : 20120207 0001193125-12-041563.hdr.sgml : 20120207 20120206175452 ACCESSION NUMBER: 0001193125-12-041563 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120207 DATE AS OF CHANGE: 20120206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frija Kevin CENTRAL INDEX KEY: 0001516968 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 4401 N.W. 167TH STREET CITY: MIAMI STATE: FL ZIP: 330055 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAPOR CORP. CENTRAL INDEX KEY: 0000844856 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 841070932 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46154 FILM NUMBER: 12574780 BUSINESS ADDRESS: STREET 1: 3101 W. HALLANDALE BLVD STREET 2: SUITE 100 CITY: HALLANDALE STATE: FL ZIP: 33009 BUSINESS PHONE: 8888766538 MAIL ADDRESS: STREET 1: 3101 W. HALLANDALE BLVD STREET 2: SUITE 100 CITY: HALLANDALE STATE: FL ZIP: 33009 FORMER COMPANY: FORMER CONFORMED NAME: MILLER DIVERSIFIED CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 d296087dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

VAPOR CORP.

(Name of issuer)

 

 

 

Common Stock, Par Value $0.01

(Title of class of securities)

 

922099106

(CUSIP number)

 

Kevin Frija

3001 Griffin Road

Dania Beach, Florida

(888) 766-5351

(Name, address and telephone number of person authorized to receive notices and communications)

 

January 26, 2010

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

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 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 (“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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 922099106   Page 2 of 5 Pages

 

  (1)   

Names of reporting persons

 

KEVIN FRIJA

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

4,307,000

  

  (8)

  

Shared voting power

 

0

  

  (9)

  

Sole dispositive power

 

4,307,000

  

(10)

  

Shared dispositive power

 

0

(11)

 

Aggregate amount beneficially owned by each reporting person

 

4,307,000

(12)

 

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

 

(13)

 

Percent of class represented by amount in Row (11)

 

7.2%*

(14)

 

Type of reporting person (see instructions)

 

IN

 

*

See Item 5(a) herein.


SCHEDULE 13D

 

CUSIP No. 922099106   Page 3 of 5 Pages

 

Item 1. Security and Issuer

This Statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of Vapor Corp., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3001 Griffin Road, Dania Beach, Florida 33312.

 

Item 2. Identity and Background

(a), (b), (c), (d), (e) and (f). This Statement is being filed by Kevin Frija (the “Reporting Person”), whose principal business address is 3001 Griffin Road, Dania Beach, Florida 33312. The Reporting Person is a citizen of the United States, his principal occupation is CEO and CFO of Vapor Corp in the State of Florida and he serves as a director of the Issuer. The Reporting Person has neither, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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

On January 26, 2010, as par of the post closing undertakings, the Reporting Person, a director CEO and CFO of Vapor Corp. received in exchange for his equity ownership of Vapeco Holdings Inc. (x) 4,314,000 shares of Common Stock on January 26, 2010 (as adjusted to give effect to a reverse stock split of 2.5:1 on the shares of Common Stock effected by the Issuer on February 10, 2010).

On October 1, 2009, the Issuer granted the Reporting Person stock options to purchase up to 900,000 shares of Common Stock at an exercise price of $0.45 per share. These options vested in equal monthly installments from October 1, 2009 through September 30, 2010 and became exercisable on February 10, 2010 to the extent then vested and thereafter upon vesting and are exercisable until December 31, 2015.

 

Item 4. Purpose of the Transaction

The Reporting Person acquired the securities of the Issuer reported herein for investment purposes. The Reporting Person intends to review on a continuing basis his investment in the shares of Common Stock and to take such actions with respect to his investment, as he deems appropriate in light of the circumstances existing from time to time. Depending on market and other conditions, the Reporting Person may continue to hold the shares of Common Stock, acquire additional shares of Common Stock, or dispose of all or a portion of the shares of Common Stock he now owns or may hereafter acquire. The Reporting Person does not have any plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) though (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Statement, the Reporting Person beneficially owns (i) 4,307,000 shares of Common Stock and (ii) 900,000 shares of Common Stock issuable upon the exercise of presently exercisable stock options, which represent in the aggregate approximately 7.2% of the 60,185,344 shares of Common Stock outstanding as of November 9, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, calculated based upon the sum of (x) 60,185,344 shares of Common Stock outstanding as of November 9, 2011 and (y) the 900,00 shares of Common Stock issuable upon the exercise of the stock options.


SCHEDULE 13D

 

CUSIP No. 922099106   Page 4 of 5 Pages

(b) The Reporting Person possesses sole voting and sole dispositive power over the shares of Common Stock described in paragraph (a) above.

(c) No transactions in the Common Stock have been effected by the Reporting Person during the 60 days prior to January 26, 2010 and from such date through the date of this Statement except as disclosed in Item 3 above and as follows:

(1) On February 1, 2011, the Reporting Person effected an open market sale of 2,000 shares of Common Stock at $0.45 per share;

(2) On February 7, 2011, the Reporting Person effected an open market sale of 900 shares of Common Stock at $0.48 per share;

(3) On February 9, 2011, the Reporting Person effected an open market sale of 4,000 shares of Common Stock at $0.51 per share;

(4) On February 9, 2011, the Reporting Person effected an open market sale of 18 shares of Common Stock at $0.49 per share; and

(5) On February 10, 2011, the Reporting person effected an open market sale of 82 shares of Common Stock at $0.49 per share.

(d) The Reporting Person has the sole right to receive or the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock described in paragraph (a) above.

(e) Inapplicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

 

Item 7. Material to be Filed as Exhibits.

None.


SCHEDULE 13D

 

CUSIP No. 922099106   Page 5 of 5 Pages

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: February 6, 2012     KEVIN FRIJA
   

/s/ Kevin Frija