-----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, SgIUTcRxVyHhtuAskAzUqjNNZ3gigr/D38R/3mIxJMJ4m9blTSWiEl/cYM5SRdFV 9e7BD7nd6yldgOaBIFEjPg== 0001144204-06-005550.txt : 20060213 0001144204-06-005550.hdr.sgml : 20060213 20060213172200 ACCESSION NUMBER: 0001144204-06-005550 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER JACK CENTRAL INDEX KEY: 0000922714 IRS NUMBER: 109321745 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2125428201 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VCAMPUS CORP CENTRAL INDEX KEY: 0000943742 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 541290319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48491 FILM NUMBER: 06604973 BUSINESS ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 7036547213 MAIL ADDRESS: STREET 1: 1850 CENTENNIAL PARK DR STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: UOL PUBLISHING INC DATE OF NAME CHANGE: 19960917 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY ONLINE INC DATE OF NAME CHANGE: 19960903 SC 13G/A 1 v035443_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 3)* VCampus Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 92240C308 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 92240C308 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jack Silver - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| Not applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 949,119 (1) NUMBER OF ------------------------------------------------------------ SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- THE ------------------------------------------------------------ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 949,119 (1) ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON 949,119 (1) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) As described in Item 4 below, Sherleigh Associates Inc. Profit Sharing Plan ("Sherleigh) is the holder of certain Notes (as defined below) and warrants, and SIAR Capital, LLC ("SIAR") is the holders of warrants. The calculation of the number of shares beneficially owned by Mr. Silver in this filing has been made upon the assumption that the conversion price of such Notes is $1.63. However, as set forth in Item 4 below, Sherleigh and SIAR believe that the conversion price of such Notes, as well as the exercise price of the warrants, has been reduced pursuant to the anti-dilution provisions contained therein. CUSIP No. 92240C308 Item 1. (a) Name of Issuer: VCampus Corporation (b) Address of Issuer's Principal Executive Offices: 1850 Centennial Park Drive Suite 200 Reston, VA 20191 Item 2. (a) Name of Person Filing: Jack Silver (b) Address of Principal Business Office or, if none, Residence: SIAR Capital LLC 660 Madison Avenue New York, NY 10021 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 92240C308 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or 240.13d-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 (e) |_| Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 CUSIP No. 92240C308 (f) |_| Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(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 of 1940; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) - (c) Jack Silver beneficially owns 949,119 shares of Common Stock of VCampus Corporation (the "Issuer"), representing 9.9% of the outstanding Common Stock. Such shares of Common Stock beneficially owned by Mr. Silver include (i) 66,447 shares of Common Stock issuable to Sherleigh Associates Inc. Profit Sharing Plan ("Sherleigh"), a trust of which Mr. Silver is the trustee, upon the conversion of the Issuer's Series A Senior Secured Convertible Note due April 1, 2009 (the "Series A Note"), (ii) 149,540 shares of Common Stock issuable to Sherleigh upon the conversion of the Issuer's Series B Senior Secured Convertible Note due April 1, 2009 (the "Series B Note", and together with the Series A Note, the "Notes"), (iii) 483,132 shares of Common Stock issuable to Sherleigh upon exercise of warrants to purchase Common Stock, and (iv) 250,000 shares of Common Stock issuable to SIAR Capital LLC ("SIAR"), a limited liability company of which Mr. Silver is a member and manager, upon exercise of warrants to purchase Common Stock. Each of the Notes and the warrants prohibit the conversion or exercise thereof to the extent following the conversion or exercise the holder or its affiliates would beneficially own more than 9.9% of the total number of issued and outstanding Common Stock of the Issuer. The calculation of the number of shares beneficially owned by Mr. Silver upon the conversion of the Notes has been based upon the original conversion price of $1.63. The Notes, as well as the warrants held by Sherleigh and SIAR, contain anti-dilution provisions requiring reduction to the conversion price and the exercise price (and hence, an increase in the number of shares of Common Stock upon conversion of the Notes) in the event the Issuer issues shares of its Common Stock, or is deemed to have issued shares of Common Stock, at a price less than the then effective conversion price and exercise price. According to a Current Report on Form 8-K filed by the Issuer, on December 8, 2005, it issued shares of Series A-1 Preferred Stock and warrants to purchase its Common Stock which provide, inter alia, that the conversion price and exercise price thereof will reset on March 31, 2006 to a price equal to the average closing sale price of the Common Stock for five trading days prior to the closing if before March 31, 2006 the Common Stock does not trade at or above $6.00 per share for at least ten consecutive trading days after the shares of Common Stock issued or issuable in that financing have been registered for resale under an effective registration statement. Due to the December 2005 financing, Sherleigh and SIAR believe that the conversion price of the Notes, as well as the exercise price of the warrants held by them, has been reduced to $0.50 in accordance with the anti-dilution provisions contained therein. However, to date, the Issuer has not delivered a notice of the reduction in the conversion price and the exercise price as required under the Notes and the warrants. Mr. Silver has the sole voting and dispositive power with respect to all 949,119 shares of Common Stock beneficially owned by him. 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. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. 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 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 purposes 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 13, 2006 ---------------------------------------- Date /s/ Jack Silver ---------------------------------------- Signature Jack Silver ---------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----