SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
VESTCOM INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
92490410-5
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(CUSIP Number)
Morgan Piers ap Peter Stradling Harish K. 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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2000
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(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 11
<PAGE>
CUSIP No. 92490410-5 13D Page 2 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R-SQUARED LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF IRELAND
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
CUSIP No. 92490410-5 13D Page 3 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMETRUST, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 99,100
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 99,100
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
99,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.09%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
CUSIP No. 92490410-5 13D Page 4 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARISH K. CHOPRA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NOT APPLICABLE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 625,501
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 625,501
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
625,501
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
Schedule 13D
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 amended by Amendment 1 & 2 thereto filed December 29, 1999 and
January 25, 2000, respectively.
Item 1. Security and Issuer
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No change.
Item 2. Identity and Background
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Information Regarding R-Squared Limited:
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No change.
Information Regarding TimeTrust, Inc.:
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No change.
Information Regarding Harish K. Chopra:
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No change.
Item 3. Source and Amount of Funds or Other Consideration
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From January 19, 2000 to September 28, 2000, R-Squared directly
purchased approximately 65,800 shares of Vestcom Common Stock on the open market
for the aggregate purchase price of approximately $320,946. On September 29,
2000, R2 directly sold to Chopra approximately 592,900 shares of Vestcom Common
Stock for the amount of $1,482,250. 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.
Page 5 of 11
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From January 19, 2000 to September 29, 2000 TimeTrust directly sold
approximately 85,400 shares of Vestcom Common Stock on the open market for the
aggregate purchase price of approximately $413,912. 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 January 19, 2000 to September 28, 2000, Chopra directly sold
approximately 2,101 shares of Vestcom Common Stock on the open market for the
aggregate purchase price of $10,787.19. On September 29, 2000, Chopra directly
purchased approximately 592,900 shares of Vestcom Common Stock from R-Squared in
a privately negotiated transaction for the aggregate purchase price of
approximately $1,482,250. 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.
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.
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 are currently developing 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.
Page 6 of 11
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Item 5. Interest in Securities of the Issuer
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(a) R-Squared is the direct beneficial owner of 0 shares of Common
Stock, representing approximately 0% of the outstanding Common Stock of Vestcom
(based on the number of shares of Common Stock outstanding on December 31,
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
99,100 shares of Vestcom Common Stock owned by TimeTrust, representing
approximately 1.09% of the outstanding Common Stock of Vestcom. Therefore,
R-Squared may be deemed to be the beneficial owner of 99,100 shares of Common
Stock of Vestcom representing approximately 1.09% of the outstanding Common
Stock of Vestcom. Chopra is the direct beneficial owner of approximately 625,501
shares of Common Stock, representing approximately 6.91% of the outstanding
Common Stock of Vestcom.
(b) 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 99,100 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 625,501 shares of Vestcom Common Stock directly owned by
him.
(c) From January 19, 2000 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 February 28, 2000, R-Squared purchased 4,000 shares of
Vestcom Common Stock at $5.37 per share.
(2) On February 29, 2000, R-Squared purchased 35,000 shares
of Vestcom Common Stock at $5.30 per share.
(3) On April 25, 2000, R-Squared purchased 9,800 shares of
Vestcom Common Stock at $4.56 per share.
(4) May 22, 2000, R-Squared purchased 4,000 shares of Vestcom
Common Stock at $3.66 per share.
(5) On June 14, 2000, R-Squared purchased 3,000 shares of
Vestcom Common Stock at $4.32 per share.
(6) On June 23, 2000, R-Squared purchased 1,600 shares of
Vestcom Common Stock at $4.188 per share.
(7) On June 27, 2000, R-Squared purchased 2,500 shares of
Vestcom Common Stock at $4.185 per share.
(8) On June 28, 2000, R-Squared purchased 2,900 shares of
Vestcom Common Stock at $4.185 per share.
(9) On June 29, 2000, R-Squared purchased 3,000 shares of
Vestcom Common Stock at $4.185 per share.
(10) On September 29,2000, R-Squared effected the sale of
592,900 shares of Vestcom Common Stock at $2.50 to Chopra.
Page 7 of 11
<PAGE>
From January 19, 2000, TimeTrust has effected the following sales
of Vestcom Stock on the open market that have not been previously reported:
(11) On February 24, 2000, TimeTrust sold 17,000 shares of
Vestcom Common Stock at $4.74 per share.
(12) On March 1, 2000, TimeTrust sold 10,000 shares of Vestcom
Common Stock at $4.12 per share.
(13) On March 20, 2000, TimeTrust sold 2,000 shares of Vestcom
Common Stock at $5.25 per share.
(14) On March 28, 2000, TimeTrust sold 6,900 shares of Vestcom
Common Stock at $6.18 per share.
(15) On March 30, 2000, TimeTrust sold 10,000 shares of
Vestcom Common Stock at $5.5625 per share.
(16) On April 4, 2000, TimeTrust sold 7,000 shares of Vestcom
Common Stock at $4.05 per share.
(17) On April 14, 2000, TimeTrust sold 200 shares of Vestcom
Common Stock at $4.9 per share.
(18) On April 28, 2000, TimeTrust sold 10,800 shares of
Vestcom Common Stock at $4.73 per share.
(19) On May 3, 2000, TimeTrust sold 3,000 shares of Vestcom
Common Stock at $4.96 per share.
(20) On May 5, 2000, TimeTrust sold 2,500 shares of Vestcom
Common Stock at $5.145 per share.
(21) On May 10, 2000, TimeTrust sold 8,000 shares of Vestcom
Common Stock at $4.83 per share.
(22) On May 15, 2000, TimeTrust sold 8,000 shares of Vestcom
Common Stock at $4.578 per share.
From January 19, 2000, Chopra has effected the following purchases
and sales of Vestcom stock on the open marked that have not been previously
reported:
(23) On February 2, 2000, Chopra purchased 3,500 shares of
Vestcom Common Stock at $5.00 per share.
(24) On April 4, 2000, Chopra purchased 1,000 shares of
Vestcom Common Stock at $3.00 per share.
(25) On May 11, 2000, Chopra sold 4,499 shares of Vestcom
Common Stock at $4.1875 per share.
(26) On May 25, 2000, Chopra purchased 100 shares of Vestcom
Common Stock at $4.125 per share.
Page 8 of 11
<PAGE>
(27) On May 26, 2000, Chopra purchased 100 shares of Vestcom
Common Stock at $4.125 per share.
(28) On June 8, 2000, Chopra purchased 100 shares of Vestcom
Common Stock at $4.125 per share.
(29) On June 14, 2000, Chopra purchased 300 shares of Vestcom
Common Stock at $4.5 per share.
(30) On June 20, 2000, Chopra purchased 1,000 shares of
Vestcom Common Stock at $4.25 per share.
(31) On June 21, 2000, Chopra purchased 500 shares of Vestcom
Common Stock at $4.5785 per share.
(32) On September 29, 2000, Chopra purchased 592,900 shares of
Vestcom Common Stock at $2.50 from R-Squared in a private transaction that has
not been previously reported.
Item 6. Contracts, Arrangements, Understandings or Relationships with
------ -------------------------------------------------------------
Respect to Securities of the Issuer.
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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
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Exhibit A - Joint Filing Statement
Page 9 of 11
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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.
Date: October 6, 2000
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: October 6, 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.
Date: October 6, 2000
By: /s/ Harish K. Chopra
___________________________
Name: Harish K. Chopra
Page 10 of 11
<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 6th day of October, 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 11 of 11
