SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VALUESTAR CORPORATION
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(Name of Issuer)
2,524,739 COMMON STOCK, PAR VALUE $0.00025
103,113 SERIES C CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.00025
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(Title of Class of Securities)
919910 10 9
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(CUSIP Number)
J. Mitchell Hull, 152W. 57th Street, 11th Floor, New York, NY 10019
Tel. (212) 333-4800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 14, 2000
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(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).
CUSIP NO. 919910 10 9
<PAGE>
SCHEDULE 13D
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CUSIP NO. 919910 10 9 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Mitchell Hull
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(A) [_]
(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) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,555,869
NUMBER OF ----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,555,869
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,555,869
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12 CHECK 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)
15.47% of Common Stock, adjusted for warrants, and 44.12% of Series C
Convertible Preferred Stock
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
PAGE 3 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER
This statement relates to 3,555,869 shares of Common Stock, $0.00025
par value per share (the `Shares") of ValueStar Corporation, a Colorado
corporation (the "Issuer"). The Corporation's principal executive office is
located at 360-22nd Street, Suite 210, Oakland, California 94612.
1,294,674 of the Shares were issued upon conversion of certain 6%
Convertible Subordinated Promissory Notes with Warrants and in a private
transaction as follows: (i) 273,137 Shares issued to J.M. Hull Associates, L.P.,
(ii) 254,627 Shares issued to Duck Partners, L.P. , (iii) 218,510 Shares issued
to Hull Overseas, Ltd. and (iv) 500,000 Shares issued to Hull Capital Corp.
Profit Sharing Plan and Trust. and (v) 48,400 Shares allocated to certain
accounts managed by Hull Capital Corp.
500,000 of the Shares were issued upon exercise of warrants by (i)
J.M. Hull Associates, L.P. resulting in a total 250,000 Shares, (ii) Duck
Partners, L.P. resulting in 50,000 Shares and (iii) Hull Overseas, Ltd.
resulting in 200,000 Shares.
94,500 of the Shares were purchased in the open market on behalf of
J.M. Hull Associates, L.P., Duck Partners, L.P., Hull Overseas, Ltd. and Hull
Capital Corp. Profit Sharing Plan and Trust. and certain accounts managed by
Hull Capital Corp.
1,031,130 of the Shares are issuable upon conversion of certain
shares of Series C Convertible Preferred Stock issued to J.M. Hull Associates,
L.P. (444,450 Shares), Hull Overseas, Ltd. (453,340 Shares) and certain accounts
managed by Hull Capital Corp. (133,340 Shares)
639,965 of the Shares are issuable upon the exercise of certain
warrants by: (i) J.M. Hull Associates, L.P. resulting in 222,225 Shares, (ii)
Duck Partners, L.P. resulting in 20,000 Shares, (iii) Hull Overseas, Ltd.
resulting in 226,670 Shares, (iv) Hull Capital Corp. Profit Sharing Plan and
Trust resulting in 50,000 Shares, (v) Hull Capital Corp. resulting in 50,000
Shares and (vi) certain accounts managed by Hull Capital Corp. resulting in
71,070 Shares.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by J. Mitchell Hull (the
"Reporting Person"). J. Mitchell Hull is the General Partner of J.M. Hull
Associates, LP, a Delaware limited partnership, the General Partner of Duck
Partners L.P., a Delaware limited partnership, a Director of Hull Overseas Ltd.,
a British Virgin Islands corporation and the President of Hull Capital Corp., a
Delaware corporation. As a result, J.M. Mitchell Hull may be deemed a beneficial
owner of the Shares, although he disclaims such beneficial ownership with
respect to the Shares acquired on behalf of J. M. Hull Associates, L. P., Hull
Overseas, Ltd., Duck Partners, L.P. and certain accounts managed by Hull Capital
Corp.
(b) The business address of the Reporting Person is 152 West 57th
Street, 11th Floor, New York, NY 10019.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 919910 10 9 PAGE 4 OF 6 PAGES
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(c) The Reporting Person's present principal occupation is acting as
General Partner of J.M. Hull Associates, LP, a Delaware limited partnership, and
of Duck Partners L.P., a Delaware limited partnership, a Director of Hull
Overseas Ltd. and the President of Hull Capital Corp., a Delaware corporation.
(d) During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best knowledge of the Reporting Person, during the past
five years, the Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
he was or is 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.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Beneficial ownership of the reported securities was acquired through
the utilization of working capital of J.M. Hull Associates, L.P., Duck Partners
L.P., Hull Overseas Ltd., Hull Capital Corp. Profit Sharing Plan and Trust and
certain accounts managed by Hull Capital Corp.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares for investment purposes. In
the future, depending upon market conditions and other factors the Reporting
Person may decide to purchase additional shares of the Issuer in the open market
or a private transaction, or to sell any or all of the Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (b) According to the Issuer, as of October 24, 2000 the
Corporation had issued and outstanding 15,674,990 shares of Common Stock,
$0.00025 par value per share and 233,689 shares of Series C Convertible
Preferred Stock, $0.00025 par value per share. Based on such information, the
sole investment and voting power of the Reporting Person of (i) 2,524,739 shares
of Common Stock, as adjusted for warrants and (ii) 103,113 shares of Series C
Convertible Preferred Stock, results in the Reporting Person being, for purposes
of Rule 13d-3, the beneficial owner of 15.47% of the outstanding Common Stock,
as adjusted for warrants and of 44.13% of the Series C Convertible Preferred
Stock of the Issuer.
(c) During the 60 days preceding the date of this Schedule 13D, the
Reporting Person has purchased 11,000 Shares of the Issuer's Common Stock on the
open market.
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SCHEDULE 13D
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CUSIP NO. 919910 10 9 PAGE 5 OF 6 PAGES
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(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The relative rights and preferences of the Series C Convertible
Preferred Stock are set forth in a Certificate of Designation dated September
14, 2000 .
Hull Capital Corp. and the Issuer have entered into a Stock Purchase
Warrant, dated April 4, 2000.
Duck Partners, L.P. and the Issuer have entered into a Stock
Purchase Warrant, dated April 4, 2000.
Hull Capital Corp. Profit Sharing Plan and Trust and the Issuer have
entered into a Stock Purchase Warrant, dated April 4, 2000.
Hull Overseas Ltd. and the Issuer have entered into (i) a Series C
Preferred Stock and Warrant Purchase Agreement, dated September 14, 2000, (ii) a
Stock Purchase Warrant, dated September 15, 2000 and (iii) a Registration Rights
Agreement, dated September 14, 2000.
J.M. Hull Associates, L.P. and the Issuer have entered into (i) a
Series C Preferred Stock and Warrant Purchase Agreement, dated September 14,
2000, (ii) a Stock Purchase Warrant, dated September 15, 2000, and (iii) a
Registration Rights Agreement, dated September 14, 2000.
So long as at least 200,000 shares of Series C Stock are issued and
outstanding, the holders of Series C Stock shall be entitled, voting as a
separate class, to elect one member of the Issuer's Board of Directors. Except
as otherwise required by law or expressly provided in the Certificate of
Designation of Series C Convertible Preferred Stock of the Issuer, holders of
Series C Preferred Stock shall be entitled to vote on all matters submitted or
required to be submitted to a vote of the shareholders of the Issuer in the same
class and together with the holders of Common Stock and shall be entitled to the
number of votes equal to the number of whole shares of Common Stock into which
such shares of Series C Preferred Stock are convertible pursuant to the
provisions of such Certificate of Designation of Series C Convertible Preferred
Stock of the Issuer.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 919910 10 9 PAGE 6 OF 6 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Series C Preferred Stock and Warrant Purchase Agreement,
dated September 14, 2000 between the Issuer and J.M. Hull Associates, L.P.
Exhibit B - Series C Preferred Stock and Warrant Purchase Agreement,
dated September 14, 2000 between the Issuer and Hull Overseas Ltd.
Exhibit C - Certificate of Designation of Series C Convertible
Preferred Stock of the Issuer, dated September 14, 2000.
Exhibit D - Registration Rights Agreement, dated September 14, 2000.
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: December 7, 2000
/s/ J. Mitchell Hull
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J. Mitchell Hull
