SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
VESTCOM INTERNATIONAL, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- ------------------------------------------------------------------------------
(Title of Class of Securities)
92490410-5
- ------------------------------------------------------------------------------
(CUSIP Number)
Morgan Piers ap Peter Stradling Harish Chopra
R-Squared Limited TimeTrust, Inc.
P.O. Box 1586_GT 1455 Frazee Road
Cardinal Avenue Suite 420
George Town, Grand Cayman San Diego, California 92108
British West Indies Phone: 619-308-0880
Phone: 345-914-4657
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 15, 1999
- ------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Sections 240.13d- 1(e), 240.13d-1(f) or 240.13d1(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 Section 240.13d-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 ("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 page(s))
Page 1 of 12
<PAGE>
CUSIP No. 92490410-5 13D
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R-SQUARED LIMITED
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF IRELAND
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 443,300
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 443,300
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
443,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[X]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------------------------
Page 2 of 12
<PAGE>
CUSIP No. 92490410-5 13D
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMETRUST, INC.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC, AF
- ------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 161,000
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 161,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
161,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.78%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------------------------
Page 3 of 12
<PAGE>
Schedule 13D
Item 1. Security and Issuer
- ------ -------------------
This statement relates to the Common Stock, no par value ("Common
Stock"), of Vestcom International, Inc. ("Vestcom"). The address of the
principal executive office of Vestcom is:
5 Henderson Drive
West Caldwell, New Jersey 07006
Item 2. Identity and Background
- ------ -----------------------
Information Regarding R-Squared Limited:
(a) Name: R-Squared Limited, a corporation formed under the laws
of the Republic of Ireland ("R-Squared")
(b) Place of Organization: Republic of Ireland
(c) Principal Business: Participating in debt and equity investments
in private and public companies both nationally and internationally.
(d) Address of Principal Business and Principal Office: R-Squared
Limited, P.O. Box 1586 GT, Cardinal Avenue, George Town, Grand Cayman, British
West Indies.
(e) R-Squared has not been convicted during the last five years in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) R-Squared has not been during the last five years a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding is or has been subject to any civil 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 in respect to such laws.
(g) Following is a list of each executive officer and director of
R-Squared setting forth the business address and present principal employment
(and the name and address of any corporation or organization in which such
employment is conducted) of each person. The persons named below have not,
during the last five years, been convicted in a criminal proceeding or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are or were subject to 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.
Page 4 of 12
<PAGE>
Position with Principal Employment and
Name R-Squared Limited Business Address
- ---- ----------------- ----------------
Morgan Piers ap Peter Stradling Director R-Squared
(Citizen - United Kingdom) (See address above)
Sheena Thompson Director R-Squared
(Citizen - Cayman Islands) (See address above)
Royal Bank of Canada Trust Secretary R-Squared
Company (Cayman) Limited (See address above)
Information Regarding TimeTrust, Inc.:
-------------------------------------
(a) Name: TimeTrust, Inc., a California corporation ("TimeTrust").
R-Squared owns approximately 85.7% of TimeTrust's stock, and Harish Chopra and
other family members own the remaining 14.3% of TimeTrust's common stock.
(R-Squared and TimeTrust will be referred to herein collectively as the
"Reporting Persons" or individually as a "Reporting Person.")
(b) Place of Organization: California
(c) Principal Business: Participating in debt and equity investments
in private and public companies both nationally and internationally.
(d) Address of Principal Business and Principal Office: TimeTrust,
Inc., 1455 Frazee Road, Suite 420, San Diego, California 92108.
(d) TimeTrust has not been convicted during the last five years in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) TimeTrust has not been during the last five years a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding is or has been subject to any civil 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 in respect to such laws.
(f) Following is a list of each executive officer and director of
TimeTrust setting forth the business address and present principal employment
(and the name and address of any corporation or organization in which such
employment is conducted) of each person. The persons named below are citizens of
the United States of America, and have not, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
they are or were subject to a judgment, decree, or final order enjoining future
Page 5 of 12
<PAGE>
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Position with Principal Employment and
Name TimeTrust, Inc. Business Address
- ---- --------------- ----------------
Harish K. Chopra President, Secretary; TimeTrust
Director (See address above)
Robert Verrilli CFO TimeTrust
(See address above)
Jim Jensen Director Retired
(c/o TimeTrust see
address above)
Leatrice Latts Director Leatrice Latts, PC
Attorney at Law
1156 E. Green Street
Pasadena, CA 91106
Item 3. Source and Amount of Funds or Other Consideration
- ------ -------------------------------------------------
From October 13, 1999 to November 19, 1999, R-Squared directly
purchased approximately 443,300 shares of Common Stock of Vestcom on the open
market for the aggregate purchase price of approximately $1,330,125. An itemized
breakdown of the daily transactions for such time period is more fully set forth
in Item 5 in this Schedule 13D below. The source of funds for the payment by
R-Squared for such Common Stock was from its working capital. R-Squared did not
purchase any of the Common Stock with borrowed funds.
From October 19, 1999 to November 23, 1999, TimeTrust directly
purchased approximately 161,000 shares of Common Stock of Vestcom on the open
market, and one privately-negotiated transaction, for the aggregate purchase
price of approximately $495,392.51. An itemized breakdown of the daily
transactions for such time period is more fully set forth in Item 5 in this
Schedule 13D below. The source of funds for the payment by TimeTrust for such
Common Stock was from its working capital. TimeTrust did not purchase any of the
Common Stock with borrowed funds.
Item 4. Purpose of Transaction
- ------ ----------------------
The purchase by R-Squared and TimeTrust of the 604,300 shares of
Common Stock referred to in Item 5 was for investment purposes. R-Squared and
TimeTrust are joining together in the filing of this statement since R-Squared
and TimeTrust may be deemed to be a group within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934 ("Exchange Act").
Page 6 of 12
<PAGE>
R-Squared or TimeTrust, either acting individually or in
combination, intend at a future date to seek representation on the board of
directors of Vestcom or seek changes in the executive management of Vestcom.
Neither party has formulated any specific plan or proposal regarding the
possibility of seeking representation on the board of directors or seeking
changes in the executive management of Vestcom, and there can be no assurance
that any such plan or proposal will be developed.
Subject to all applicable legal requirements and the factors
referred to below, the Reporting Persons presently intend to purchase from time
to time in the open market or privately negotiated transactions additional
shares of Common Stock. In determining whether to purchase additional shares of
Common Stock, the Reporting Persons intend to consider various factors,
including Vestcom's financial condition, business and prospects, other
developments concerning Vestcom, the reaction of Vestcom to the Reporting
Persons' ownership of shares of Common Stock, price levels of Vestcom Common
Stock, other business opportunities available to the Reporting Persons, and
other general economic, monetary and stock market conditions. In addition,
depending upon, among other things, the matters referred to above, the Reporting
Persons may determine to dispose of all or a portion of their shares of the
Common Stock.
Other than as indicated above, neither R-Squared nor TimeTrust have
any present plans or proposals which relate to or would result in any of the
following (although R-Squared and TimeTrust reserve the right to develop such
plans or proposals): (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Vestcom, or any of its
subsidiaries; (ii) a sale or transfer of a material amount of assets of Vestcom
or any of its subsidiaries; (iii) any material change in the present
capitalization or dividend policy of Vestcom; (iv) any other material change in
Vestcom's business or corporate structure; (v) any other material changes in
Vestcom's charter or bylaws or other actions which may impede the acquisition of
the control of Vestcom by any persons; (vi) causing a class of securities of
Vestcom to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association; (vii) a class of equity securities of Vestcom
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (viii) any actions similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
- ------ ------------------------------------
(a) R-Squared is the direct beneficial owner of 443,300 shares of
Common Stock, representing approximately 4.9% of the outstanding Common Stock of
Vestcom (based on the number of shares of Common Stock outstanding on September
30, 1999). In addition, by virtue of its position as an 85.7% shareholder in
TimeTrust, R-Squared may be deemed to be an indirect beneficial owner of 161,000
shares of Common Stock owned by TimeTrust, representing approximately 1.78% of
the outstanding Common Stock of Vestcom. Therefore, R-Squared may be deemed the
beneficial owner of 604,300 shares of Common Stock of Vestcom representing
approximately 6.68% of the outstanding Common Stock of Vestcom.
Page 7 of 12
<PAGE>
(b) R-Squared has the sole power to vote or to direct the vote and
the sole power to dispose of, or to direct the disposition of, the 443,300
shares of Common Stock directly owned by it. TimeTrust has the sole power to
vote or to direct the vote and the sole power to dispose of, or to direct the
disposition of, the 161,000 shares of Common Stock directly owned by it.
(c) Within the last 60 days, R-Squared has effected the following
purchases of Vestcom Common Stock on the open market through Salomon Smith
Barney:
(1) On November 19, 1999, R-Squared purchased 4,000
shares of Vestcom Common Stock at $3.15 per share.
(2) On November 19, 1999, R-Squared purchased 1,000
shares of Vestcom Common Stock at $3.18 per share.
(3) On November 18, 1999, R-Squared purchased 2,500
shares of Vestcom Common Stock at $3.00 per share.
(4) On November 9, 1999, R-Squared purchased 9,000
shares of Vestcom Common Stock at $3.00 per share.
(5) On November 8, 1999, R-Squared purchased 15,000
shares of Vestcom Common Stock at $3.00 per share.
(6) On November 4, 1999, R-Squared purchased 300 shares
of Vestcom Common Stock at $3.00 per share.
(7) On November 3, 1999, R-Squared purchased 7,000
shares of Vestcom Common Stock at $3.00 per share.
(8) On November 2, 1999, R-Squared purchased 4,000
shares of Vestcom Common Stock at $3.00 per share.
(9) On November 1, 1999, R-Squared purchased 5,000
shares of Vestcom Common Stock at $3.00 per share.
(10) On October 28, 1999, R-Squared purchased 20,000
shares of Vestcom Common Stock at $3.00 per share.
(11) On October 27, 1999, R-Squared purchased 115,500
shares of Vestcom Common Stock at $2.99 per share.
(12) On October 22, 1999, R-Squared purchased 100,000
shares of Vestcom Common Stock at $3.00 per share.
Page 8 of 12
<PAGE>
(13) On October 21, 1999, R-Squared purchased 51,000
shares of Vestcom Common Stock at $3.00 per share.
(14) On October 20, 1999, R-Squared purchased 50,000
shares of Vestcom Common Stock at $3.00 per share.
(15) On October 15, 1999, R-Squared purchased 50,000
shares of Vestcom Common Stock at $3.00 per share.
(16) On October 14, 1999, R-Squared purchased 5,000
shares of Vestcom Common Stock at $3.12 per share.
(17) On October 13, 1999, R-Squared purchased 4,000
shares of Vestcom Common Stock at $3.00 per share.
Within the last 60 days, TimeTrust has effected the following
purchases and sales of Vestcom Stock on the open market through Quick & Reilly:
(18) On November 23, 1999, TimeTrust sold 600 shares of
Vestcom Common Stock at $3.1875 per share.
(19) On November 19, 1999, TimeTrust sold 500 shares of
Vestcom Common Stock at $3.125 per share.
(20) On November 18, 1999, TimeTrust sold 1,200 shares
of Vestcom Common Stock at $3.25 per share.
(21) On November 18, 1999, TimeTrust sold 1,000 shares
of Vestcom Common Stock at $3.125 per share.
(22) On November 18, 1999, TimeTrust sold 2,000 shares
of Vestcom Common Stock at $3.00 per share.
(23) On November 18, 1999, TimeTrust purchased 1,200
shares of Vestcom Common Stock at $3.00 per share.
(24) On November 18, 1999, TimeTrust purchased 100,000
shares of Vestcom Common Stock at $3.125 per share.
(25) On November 18, 1999, TimeTrust sold 100 shares of
Vestcom Common Stock at $2.9375 per share.
Page 9 of 12
<PAGE>
(26) On November 17, 1999, TimeTrust purchased 4,000
shares of Vestcom Common Stock at $3.0625 per share.
(27) On November 17, 1999, TimeTrust purchased 1,000
shares of Vestcom Common Stock at $3.125 per share.
(28) On November 17, 1999, TimeTrust purchased 8,000
shares of Vestcom Common Stock at $3.00 per share.
(29) On November 16, 1999, TimeTrust purchased 35,000
shares of Vestcom Common Stock at $3.00 per share.
(30) On November 5, 1999, TimeTrust sold 200 shares of
Vestcom Common Stock at $3.00 per share.
(31) On November 2, 1999, TimeTrust purchased 500 shares
of Vestcom Common Stock at $3.00 per share.
(32) On October 26, 1999, TimeTrust sold 1,100 shares of
Vestcom Common Stock at $2.75 per share.
(33) On October 19, 1999, TimeTrust purchased 7,000
shares of Vestcom Common Stock at $3.00 per share.
In addition, on October 28, 1999, TimeTrust purchased 9,900 shares
of Vestcom Common Stock at approximately $3.17 per share in a
privately-negotiated transaction from a family member.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ -------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
None of the Reporting Persons or other persons listed in Item 2 of
this Schedule 13D have entered into any contracts, arrangements, understandings
or relationships (legal or otherwise) with such persons and any person with
respect to any securities of Vestcom, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been entered into.
Item 7. Material to be Filed as Exhibits
- ------ --------------------------------
None.
Page 10 of 12
<PAGE>
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.
Date: November 24, 1999
R-SQUARED LIMITED
By: /s/ Morgan Piers ap Peter Stradling
___________________________________
Name: Morgan Piers ap Peter Stradling
Title: Director
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.
Date: November 24, 1999
TIMETRUST, INC.
By: /s/ Harish K. Chopra
___________________________
Name: Harish K. Chopra
Title: President
Page 11 of 12
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) 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, no par value, of Vestcom International, Inc.
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement this 24th day of November, 1999.
R-SQUARED LIMITED
By: /s/ Morgan Piers ap Peter Stradling
___________________________________
Name: Morgan Piers ap Peter Stradling
Title: Director
TIMETRUST, INC.
By: /s/ Harish K. Chopra
___________________________
Name: Harish K. Chopra
Title: President
Page 12 of 12
