UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
Amendment No. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 HarishK. 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)
- with a copy to -
Stanley U. North, III, Esq.
Sills, Cummis, Radin, Tischman, Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
January 18, 2000
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b) (3) or (4), 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.
Page 1 of 10
<PAGE>
CUSIP No. 92490410-5 SCHEDULE 13D Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R-Squared Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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
Republic of Ireland
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
527,100
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 527,100
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.82%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92490410-5 SCHEDULE 13D Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TimeTrust, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, 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
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
184,500
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 184,500
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92490410-5 SCHEDULE 13D Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARISH K. CHOPRA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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
Not Applicable
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
30,500
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 30,500
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D Amendment No. 2
R-Squared Limited, a corporation formed under the laws of the Republic of
Ireland ("R-Squared"), TimeTrust, Inc., a California corporation ("TimeTrust")
and Harish K. Chopra, an individual ("Chopra" and together with R-Squared and
TimeTrust, collectively the "Reporting Persons") hereby amend the statement on
Schedule 13D, originally filed jointly by R-Squared and TimeTrust on November
26, 1999 (the "Schedule 13D"), with respect to their beneficial ownership of
Common Stock, no par value, of Vestcom International, Inc. ("Vestcom") as
subsequently amended by Amendment 1 thereto filed December 29, 1999.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
Information Regarding R-Squared Limited:
No change.
Information Regarding TimeTrust, Inc.:
No change.
Information Regarding Harish K. Chopra:
No change.
Item 3. Source and Amount of Funds or Other Consideration
From December 28, 1999 to January 18, 2000, R-Squared directly
purchased approximately 8,000 shares of Vestcom Common Stock on the open market
for the aggregate purchase price of approximately $30,820. An itemized breakdown
of the daily transactions for such time period is more fully set forth in Item 5
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 such Common
Stock with borrowed funds.
From December 28, 1999 to January 18, 2000, TimeTrust directly
purchased approximately 3,000 shares of Vestcom Common Stock on the open market
for the aggregate purchase price of approximately $9,750. An itemized breakdown
of the daily transactions for such time period is more fully set forth in Item 5
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 such Common
Stock with borrowed funds.
From December 28, 1999 to January 18, 2000, Chopra directly
purchased approximately 20,500 shares of Vestcom Common Stock on the open market
for the aggregate purchase price of approximately $73,937.50. An itemized
breakdown of the daily transactions for such time period is more fully set forth
in Item 5 below. The source of funds for the payment by Chopra for such Common
Stock was from his personal funds. Chopra did not purchase any of such Common
Stock with borrowed funds.
Page 5 of 10
<PAGE>
Item 4. Purpose of Transaction
The purchase by the Reporting Persons of the shares of Common Stock
referred to in Item 5 was for investment purposes. The Reporting Persons are
joining together in the filing of this statement since they may be deemed to be
a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 ("Exchange Act").
This Amendment Schedule 13D supplements the prior Schedule 13D as
amended.
The Reporting Persons, acting in combination, are seeking the
removal of one or more of the current board of directors of Vestcom and their
replacement with a new slate of directors. The Reporting Persons are also
seeking changes in the executive management of Vestcom, including the
replacement of the existing Chief Executive Officer and/or President of Vestcom
with Chopra. Additionally, the Reporting Persons are seeking to reverse the
changes made to the By-laws of Vestcom adopted by the Board of Directors of
Vestcom on December 16, 1999 as referenced in the Form 8-A12G filed with the
Securities and Exchange Commission on December 17, 1999. If negotiations with
Vestcom to effect changes in the Board, executive management and By-laws of
Vestcom fail, the Reporting Persons plan to either seek a special meeting of
shareholders or undertake a written consent solicitation to determine one or
more of such issues. The purpose of all such changes is to improve the operating
results of Vestcom through changes in the various methods through which Vestcom
does business.
On December 3, 1999, the Reporting Persons requested the Vestcom
shareholder list which was provided to the Reporting Persons on December 29,
1999.
On December 17, 1999, Vestcom filed suit in the United States
District Court for the District of New Jersey (Civil Action 99-5935) against the
Reporting Persons alleging violations of Section 13(d) and 14(a) of the
Securities and Exchange Act but did not serve such suit on the Reporting
Persons.
On December 22, 1999, Mr. Chopra met with Joel Cartun, Vestcom CEO
and other members of Vestcom's management and advisors in New Jersey to discuss
potential changes to Vestcom management. During the meeting, Vestcom management
did not advise Mr. Chopra of the District Court suit or allege any pending harm,
injury or damages to Vestcom as a result of the Reporting Persons' actions.
On December 27, 1999, Vestcom's counsel provided the Reporting
Persons with copies of Vestcom's December 17 complaint and an application filed
that day for a temporary restraining order seeking to prevent the Reporting
Persons from contacting any shareholders of Vestom or acquiring any further
shares of Vestcom Common Stock. The presiding judge declined to issue such
temporary restraints and has scheduled a hearing on the matter for January 28,
2000.
On January 6, 2000, the Reporting Persons filed a response to
Vestcom's application confirming that the Reporting Persons had a present plan
to oust Vestcom management; secure seats on its Board and take control of
Vestcom by electing at least a majority of the Vestcom Board; denied that their
purchase of Vestom Common Stock shares, creation of business models and other
actions violated applicable securities laws and by counterclaim sought a
declaration that the Vestcom Shareholders Protection Rights Agreement (the
"Poison Pill") adopted on December 16, 1999 by the Vestcom Board was invalid on
the basis that it was merely another means to entrench the current Vestcom
Board. Further, the Reporting Persons sought relief to be able to call a special
meeting of Vestcom shareholders regardless of the restrictions imposed by the
Vestcom Poison Pill so as to let the Vestcom shareholders determine whether a
change in Vestcom management was warranted.
Further, on January 18, 2000, the Reporting Persons requested that
the Company establish a consent record date so that the Reporting Persons could
undertake a consent solicitation of the Vestcom shareholders to determine one or
more of these issues. In connection with these requests, the Reporting Persons
expect to file a preliminary proxy or consent solicitation statement with the
SEC prior to undertaking either a special meeting or consent solicitation. Other
than as described above or in Exhibit A, the Reporting Persons have not
formulated any further specific plan or proposal regarding the possibility of
seeking any further changes in the executive management, Board, By-laws or
operations of Vestcom, and there can be no assurance that any such further plan
or proposal will be developed.
Page 6 of 10
<PAGE>
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 Vestcom Common Stock. In determining whether to purchase additional
shares of Vestcom 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 Vestcom
Common Stock.
Other than as indicated above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the
following (although the Reporting Persons 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 527,100 shares of
Common Stock, representing approximately 5.82% 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 the 184,500 shares of Vestcom Common Stock owned by TimeTrust,
representing approximately 2% of the outstanding Common Stock of Vestcom.
Therefore, R-Squared may be deemed to be the beneficial owner of 711,600 shares
of Common Stock of Vestcom representing approximately 7.86% of the outstanding
Common Stock of Vestcom. Chopra is the direct beneficial owner of approximately
30,500 shares of Common Stock, representing approximately .34% of the
outstanding Common Stock of Vestcom.
(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 527,100
shares of Vestcom 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 184,500 shares of Vestcom Common Stock directly
owned by it. Chopra 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 30,500 shares of
Vestcom Common Stock directly owned by him.
(c) From December 28, 1999, R-Squared has effected the following
purchases and sales of Vestcom Common Stock on the open market that have not
been previously reported:
(1) On January 5, 2000, R-Squared purchased 2,000 shares of
Vestcom Common Stock at $3.50 per share.
(2) On January 18, 2000, R-Squared purchased 6,000 shares of
Vestcom Common Stock at $3.97 per share.
From December 28, 1999, TimeTrust has effected the following
purchases of Vestcom Stock on the open market that have not been previously
reported:
(3) On December 7, 1999, TimeTrust purchased 1,000 shares of
Vestcom Common Stock at $3.125 per share.
(4) On December 27, 1999, TimeTrust purchased 200 shares of
Vestcom Common Stock at $3.25 per share.
Page 7 of 10
<PAGE>
(5) On December 28, 1999, TimeTrust purchased 2,800 shares of
Vestcom Common Stock at $3.25 per share.
From December 28, 1999, Chopra has effected the following purchases
of Vestom stock on the open marked that have not been previously reported:
(6) December 29, 1999, Chopra purchased 3,000 shares of
Vestcom Common Stock at $3.50 per share.
(7) December 30, 1999, Chopra purchased 1,500 shares of
Vestcom Common Stock at $3.50 per share.
(8) December 30, 1999, Chopra purchased 4,000 shares of
Vestcom Common Stock at $3.625 per share.
(9) January 6, 2000, Chopra purchased 7,000 shares of Vestcom
Common Stock at $3.5625 per share.
(10) January 6, 2000, Chopra purchased 5,000 shares of Vestcom
Common Stock at $3.75 per share.
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
the 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
Exhibit A - Joint Filing Statement
Exhibit B - Communication transmitted by one or more Reporting
Persons to nine other shareholders in Vestcom. (Incorporated by reference to
Exhibit A of Schedule 13D Amendment 1 filed December 29, 1999.)
Signatures
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: January 24, 2000
Page 8 of 10
<PAGE>
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.
Dated: January 24, 2000
TIMETRUST, INC.
By: /s/ Harish K. Chopra
---------------------------------------
Name: Harish K. Chopra
Title: President
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: January 24, 2000
By: /s/ Harish K. Chopra
---------------------------------------
Name: Harish K. Chopra
Page 9 of 10
<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 as of this 24th day of January, 2000
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
By: /s/ Harish K. Chopra
----------------------------------------
Name: Harish K. Chopra
Page 10 of 10
