<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------------------- -----------------------
COMMISSION FILE NUMBER 0-21421
VCAMPUS CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 54-1290319
- ----------------------------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1850 Centennial Park Drive
Suite 200
Reston, Virginia 20191
- ----------------------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 703-893-7800
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($0.01 par value per share)
- ----------------------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
The aggregate market value of the voting stock held by non-affiliates of
the registrant based upon the closing price of the Common Stock on April 28,
2000, on the Nasdaq SmallCap Market was approximately $35,368,337 as of such
date. Shares of Common Stock held by each executive officer and director and by
each person who owns 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status may not be conclusive for other purposes.
As of April 25, 2000, the registrant had outstanding 8,046,143 shares of Common
Stock.
<PAGE> 2
PART III
Certain information required by Part III was omitted from the Company's
report on Form 10-K filed on March 30, 2000, because at that time the Company
intended to file a definitive proxy statement for its 2000 Annual Meeting of
Stockholders (the "Proxy Statement") within 120 days after the end of its fiscal
year pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934. Because the Company no longer intends to file the Proxy Statement within
such 120-day period, the omitted information is filed herewith and provided
below as required. The "Company" refers collectively to VCampus Corporation and
its subsidiaries: Cognitive Training Associates, Inc., a Texas corporation
("CTA"); Cooper & Associates, Inc., an Illinois corporation, d/b/a Teletutor
("Teletutor"); HTR, Inc., a Delaware Corporation ("HTR"); and UOL Leasing, Inc.,
a Delaware corporation.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
As of April 30, 2000, the directors of the Company were as follows:
<TABLE>
<CAPTION>
Name Age Director Since
- ---- --- --------------
<S> <C> <C>
Narasimhan P. Kannan............................................... 51 1984
Edson D. deCastro.................................................. 61 1994
Barry K. Fingerhut................................................. 54 1996
Kamyar Kaviani..................................................... 38 1997
William E. Kimberly................................................ 67 1995
John D. Sears...................................................... 45 1998
Steven M. H. Wallman............................................... 46 1997
AshokTrivedi....................................................... 51 2000
</TABLE>
Narasimhan P. "Nat" Kannan has served as our Chief Executive Officer and
Chairman of the Board of Directors since he founded the Company in 1984. Prior
to founding the Company, he co-founded Ganesa Group, Inc., a developer of
interactive graphics and modeling software, in 1981. Prior thereto, he served as
a consultant to Booz Allen and Hamilton, Inc., the MITRE Corporation, The
Ministry of Industry of the French Government, the Brookhaven and Lawrence
Livermore National Laboratories, the White House Domestic Policy Committee on
Energy, and Control Data Corporation. He serves on the board of directors of TV
on the Web, Inc. He holds a B.S. in Engineering from the Indian Institute of
Technology in Madras, India, and he performed advanced graduate work in business
and engineering at Dartmouth College.
Edson D. deCastro has been a director since 1994. From June 1995 to
January 1997 Mr. deCastro served as Chief Executive Officer of Xenometrix, Inc.
and served as its Chairman from 1992 until November 1997. Mr. deCastro was the
founder of Data General Corporation and served as its Chief Executive Officer
from 1968 to 1990. From January 1990 to June 1995, Mr. deCastro was an
independent contractor. Mr. deCastro now works as a consultant. Mr. deCastro
also serves on the boards of directors of Boston Life Sciences, Inc., Avax
Technologies, Inc., Eprise Corp. and Healthgate Data Corp., all public
companies. He holds a B.S. in Electrical Engineering from the University of
Lowell.
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Barry K. Fingerhut has been a director since August 1996. Since 1981 he
has been employed by GeoCapital, a registered investment advisor, and has served
as its Portfolio Manager and President since 1991. Mr. Fingerhut is an officer
of the General Partner of each of Wheatley Partners, L.P. and Wheatley Foreign
Partners L.P., both investment partnerships. In addition, he is co-founder and
General Partner of Applewood Associates, L.P. and an officer of a General
Partner of 21st Century Communications Partners, L.P., also an investment
partnership. Mr. Fingerhut serves as a director of Millbrook Press, Inc.,
Carriage Services, Inc. and several private companies. Mr. Fingerhut holds a
B.S. from the University of Maryland and an M.B.A. with a concentration in
Finance/Investments from New York University.
Kamyar Kaviani has been a director since November 1997. Mr. Kaviani
joined us as Executive Vice President upon our acquisition of HTR, Inc. in
October 1997. Prior to such acquisition, Mr. Kaviani co-founded HTR in 1987 and
has served as its Chairman and Chief Executive Officer since that time. Mr.
Kaviani holds a B.A. in Economics from the University of Maryland.
William E. Kimberly has been a director since October 1995. Mr. Kimberly
served as the President of the Manchester Group, Ltd., an investment banking
firm, from 1990 to 1994, and as Chairman of NAZTEC International Group, Inc.,
its successor, since 1994. Prior thereto, Mr. Kimberly served in various senior
executive capacities for 23 years for Kimberly Clark Corporation. Mr. Kimberly
also serves as a director of Sytel Corporation. He is a member of the Board of
Trustees of The Asheville School and the Pan American Development Foundation.
John D. Sears has been a director since 1998 and has been employed in
various executive capacities by the University of Phoenix since 1987, currently
serving as Vice President of the Office of Institutional Development, and prior
thereto as the Vice President of the Center for Distance Education. Mr. Sears
holds a B.A. from the University of Notre Dame and a Masters in Business
Administration from the University of Denver.
Steven M. H. Wallman has been a director since November 1997. From July
1994 to October 1997, Mr. Wallman served as a Commissioner of the U.S.
Securities and Exchange Commission. From 1986 to 1994, he was a partner with the
law firm of Covington & Burling. Mr. Wallman now serves as a Non-Resident Senior
Fellow at The Brookings Institution, Washington, D.C., as a consultant, and
since July 1998 has served as the Chief Executive Officer and a director of
FOLIO[fn] Inc., a private internet financial services company. He holds an S.B.
from the Massachusetts Institute of Technology, an S.M. from the Massachusetts
Institute of Technology, Sloan School of Management, and a J.D. from Columbia
University School of Law.
Ashok Trivedi has been a director since March 2000. Mr. Trivedi is the
Co-Chairman, President and Co-Founder of iGate Capital Corporation (f/k/a
Mastech Corporation), a corporation founded in 1986. Prior thereto, Mr. Trivedi
served as Product Manager for Unisys Corporation, where he was employed for 12
years. Mr. Trivedi holds a Masters in Business Administration from Ohio
University as well as Masters and Bachelors degrees in Physics from Delhi
University in India.
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None of the directors is related by blood, marriage or adoption to any
other director or any executive officer of the Company.
The information required by Item 10 of Form 10-K concerning the
Registrant's executive officers is set forth under the heading "Executive
Officers" located at the end of the Part I of this Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Exchange Act, directors and
executive officers of the Company are required to file reports with the
Securities and Exchange Commission indicating their holdings of and transactions
in the Company's equity securities. To our knowledge, based solely on a review
of the copies of such reports furnished to us and written representations that
no other reports were required, there were no reports required under Section
16(a) of the Exchange Act which were not timely filed during the fiscal year
ended December 31, 1999.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation
The following table sets forth all compensation paid by us for services
rendered to us in all capacities for the fiscal years ended December 31, 1997,
1998 and 1999 to our Chief Executive Officer our four other highest-paid
executive officers who earned at least $100,000 in the respective fiscal year
(collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Awards
- -----------------------------------------------------------------------------------------------------------------------------
Fiscal Stock Options All Other
Name and Principal Position Year Salary Bonus (Shares) Compensation
- ------------------------------------- -------- ---------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Narasimhan P. Kannan......................... 1999 $180,000 $ 3,900 102,000 $ 1,242(3)
Chairman and 1998 $195,000(1) $ -- 189,013 $ 46,077(2)
Chief Executive Officer 1997 $164,123 $ 32,500 -- $ 1,080(3)
Kamyar Kaviani............................... 1999 $149,903 $ 73,250 2,000 $ 9,600(4)
Executive Vice President 1998 $154,583 $310,500 -- $ 9,600(4)
1997 $113,595 $ -- 70,900 $ --
Farzin Arsanjani............................. 1999 $150,000 $ 73,250 2,000 $ 9,600(4)
Executive Vice President 1998 $154,583 $310,500 20,000 $ 9,600(4)
1997 $112,732 $ -- 70,900 $ --
Michael W. Anderson.......................... 1999 $159,996 $ 3,467 12,000 $ --
Chief Operating Officer 1998 $144,848 $ -- 70,300 $ --
1997 $138,337 $ 25,833 -- $ 12,155(5)
Michael A. Schwien............................. 1999 $101,457 $ 2,492 32,000 $ --
Acting Chief Financial Officer
</TABLE>
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(1) Includes $15,000 of salary for Mr. Kannan from December 1997 that was
paid in 1998.
(2) Consists of $1,566 of taxable premiums paid for life insurance and
$44,511 of accrued vacation paid in the form of Common Stock.
(3) Consists of taxable premiums paid for life insurance.
(4) Consists of expenses for automobile allowance.
(5) Consists of moving expenses.
Option Grants, Exercises and Holdings and Fiscal Year-End Option Values.
The following table summarizes all option grants during the year
ended December 31, 1999 to the Named Officers:
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
shares Options Exercise Price appreciation for
Underlying Granted to or Base Option Term(1)
Options Employees Price per Expiration ----------------------------
Name Granted in 1999 Share Date 5% 10%
- --------------------------- ------------ -------------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Narasimhan P. Kannan....... 100,000 28.9% $3.75 9/09/09 $235,835 $597,653
2,000 0.6% $3.75 9/09/09 $ 4,717 $11,953
Kamyar Kaviani............. 2,000 0.6% $3.75 9/09/09 $ 4,717 $11,953
Farzin Arsanjani........... 2,000 0.6% $3.75 9/09/09 $ 4,717 $11,953
Michael Anderson........... 10,000 2.9% $3.75 9/09/09 $23,584 $59,765
2,000 0.6% $3.75 9/09/09 $ 4,717 $11,953
Michael A. Schwien......... 30,000 8.7% $3.75 9/09/09 $70,751 $179,296
2,000 0.6% $3.75 9/09/09 $4,717 $11,953
</TABLE>
- ---------------------------------
(1) The compounding assumes a 10-year exercise period for all option grants.
These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall stock market conditions. The
amounts reflected in this table may not be necessarily achieved.
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<PAGE> 6
No stock options were exercised by the Named Officers during 1999. The
following table sets forth certain information concerning the number and value
of unexercised options held by the Named Officers as of December 31, 1999:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at December 31, 1999 at December 31, 1999 (1)
----------------------------------------- --------------------------------------------
Name Exercisable(2) Unexercisable(2) Exercisable(2) Unexercisable(2)
-------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Narasimhan P. Kannan.................. 28,513 262,500 $0 $0
Kamyar Kaviani........................ 15,500 57,400 $0 $0
Farzin Arsanjani...................... 15,500 77,400 $0 $0
Michael W. Anderson................... 38,812 95,000 $0 $0
Michael A. Schwien.................... 4,500 50,000 $0 $0
</TABLE>
- ----------
(1) Options are considered in-the-money if the market value of the shares
covered thereby is greater than the option exercise price. None of the
listed options had any value at December 31, 1999 because all of their
exercise prices were higher than the fair market value of the shares on
that date ($3.125), as quoted on the Nasdaq Stock Market.
(2) The first number represents the number or value (as called for by the
appropriate column) of exercisable options; the second number represents
the number or value (as appropriate) of unexercisable options.
EMPLOYMENT AGREEMENTS
Under the terms of our form of employment agreement for executive
officers, such officers are entitled to annual incentive-based bonus
compensation of up to 50% of their base salary. The exact amount of such
compensation is determined by the Board of Directors, generally based upon the
achievement of specified performance goals established by the Board. Under such
agreements, executive officers are also eligible to participate in all employee
benefit plans and programs that we offer to our executive employees and are
entitled to reimbursement for all documented reasonable business expenses they
incur. Generally, consistent with Company policies, in the event that an
executive officer is terminated without cause or resigns for good cause, we are
required under our form of employment agreement to continue paying salary to
such officer for six to nine months as severance.
Mr. Kannan's employment agreement with the Company provides for an annual
base salary of $180,000. The term of the agreement expired in June 1999, but the
agreement is subject to and continues under automatic one-year renewal terms. In
the event of a material change in Mr. Kannan's duties, titles, authority or
position with the Company, he may elect, in lieu of receiving his severance pay,
to enter into a consulting arrangement with the Company, whereby Mr. Kannan
would provide consulting services to the Company for a period of one year and be
paid $750 per day for providing such services.
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COMPENSATION OF DIRECTORS
All directors are reimbursed for expenses incurred in connection with
each board committee meeting attended.
The 1996 Plan provides for the grant of nonstatutory options to our
non-employee directors. The 1996 Plan provides automatic grants on January 1 of
each year to directors who are not employees of the Company of an option to
purchase 10,000 shares. In addition, in the case of a new director, automatic
grants shall be effective upon such director's initial election or appointment
to the Board with the number of underlying shares equal to the product of 2,500
multiplied by the number of regularly scheduled meetings remaining in that year.
Subject to continued status as a director, options vest 25% per year on each of
the fifth, sixth, seventh and eighth anniversaries of the date of grant;
provided, however, that 2,500 shares vest on each date the director attends a
Board meeting in person during that year. In addition, such director will
automatically be granted a fully-vested option to purchase an additional 2,500
shares on each date the director attends a meeting of a committee of the Board
other than on the same day or within one day of a Board meeting.
Under the 1996 Plan, during 1999 the non-employee directors received
options as follows: Mr. Fingerhut - 10,000; Mr. Wallman - 17,500; Mr. Kimberly -
17,500; Mr. Sears - 10,000; and Mr. deCastro - 10,000.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors is
responsible for establishing compensation policy and administering the
compensation programs of our executive officers. The purpose of this report is
to inform stockholders of our compensation policies for executive officers and
the rationale for the compensation paid to executive officers in 1999.
The Compensation Committee of the Board of Directors, consisting entirely
of non-employee directors, approves all policies under which compensation is
paid or awarded to the Company's executive officers. The Compensation Committee
is currently composed of Messrs. Fingerhut and deCastro. The members of the
Compensation Committee also administer the Company's stock plans.
For compensation paid to the Chief Executive Officer and other Named
Officers in 1999, no reference was made to the data for comparable companies
included in the performance graph included in this proxy statement under the
heading "-- Performance Graph" (the "Performance Graph").
Compensation Philosophy. Our executive compensation program has three
objectives: (1) to align the interests of the executive officers with the
interest of our stockholders by basing a significant portion of an executive's
compensation on our performance; (2) to attract and retain highly talented and
productive executives; and (3) to provide incentives for superior performance by
our executives. To achieve these objectives, the Compensation Committee has
crafted a
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program that consists of base salary, short-term incentive compensation in the
form of cash bonuses and long-term incentive compensation in the form of stock
options. These compensation elements are in addition to the general benefits
programs which we offer to all of our employees.
Each year, the Compensation Committee reviews our executive compensation
program. In its review, the Compensation Committee studies the compensation
packages for executives of companies at a comparable stage of development and in
our geographical area, assesses the competitiveness of our executive
compensation program and reviews our financial and operational performance for
the previous fiscal year. The Compensation Committee also gauges the success of
the compensation program in achieving its objectives in the previous year, and
considers our overall performance objectives.
Each element of our executive compensation program is discussed below.
Base Salaries. The Compensation Committee annually reviews the base
salaries of our executive officers. The base salaries for our executive officers
for 1999 were established at the beginning of that fiscal year, or when the
executive joined us, as the case may be. In addition to considering the factors
listed in the foregoing section that support our executive compensation program
generally, the Compensation Committee reviews the responsibilities of the
specific executive position and the experience and knowledge of the individual
in that position. The Compensation Committee also measures individual
performance based upon a number of factors, including measurement of our
historic and recent financial and operational performance and the individual's
contribution to that performance, the individual performance on non-financial
goals and other contributions of the individual to our success, and gives each
of these factors relatively equal weight without confining its analysis to a
rigorous formula. As is typical of most corporations, the actual payment of base
salary is not conditioned upon the achievement of any predetermined performance
targets.
Incentive Compensation. Cash bonuses established for executive officers
are intended to motivate the individual to work hard to achieve our financial
and operational performance goals or to otherwise incent the individual to aim
for a high level of achievement on our behalf in the coming year. Because we
have been in the early stages of development, we have not historically paid cash
bonuses. However, in 1999, we paid bonuses to the HTR executives pursuant to the
terms of the HTR acquisition effected in October 1997. The Compensation
Committee does not have an exact formula for determining bonus payments, but has
established general target bonus levels (up to a maximum of 50% of base salary)
for executive officers based in relatively equal measures upon the Compensation
Committee's subjective assessment of our projected revenues and net income, and
other operational and individual performance factors. The Committee may adjust
these targets during the year.
Long-Term Incentive Compensation. Our long-term incentive compensation
plan for our executive officers is based upon our stock plans. We believe that
placing a portion of our executives' total compensation in the form of stock
options achieves three objectives. It aligns the interest of our executives
directly with those of our stockholders, gives executives a significant
long-term interest in our success and helps us retain key executives. Options
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<PAGE> 9
generally vest over a three to five-year period based upon continued employment.
In December 1996, and again in May and December 1998, we granted
performance-based options to the Chief Executive Officer and various other
executive officers. These grants vest ratably over four years beginning five
years from the date of grant, subject to accelerated vesting in full during the
first four years after the grant date if the fair market value of our Common
Stock over consecutive 20 trading days is greater than a target price
representing a four-year compounded return of 22.5% per year on the stock's fair
market value at the date of grant. In September 1999, we granted an option to
the Chief Executive Officer to purchase 100,000 shares, one-fourth fully vested
upon grant and the balance vesting equally over three years based upon continued
employment. These options were intended to provide a substitute incentive for
warrants held by the Chief Executive Officer that expired in 1999.
In determining the number of options to grant an executive, the Board
primarily considered the executive's past performance and the degree to which an
incentive for long-term performance would benefit us, as well as the number of
shares and options already held by the executive officer. It is the Compensation
Committee's policy to grant options at fair market value unless particular
circumstances warrant otherwise.
Benefits. We believe that we must offer a competitive benefit program to
attract and retain key executives. During fiscal 1999, we provided the same
medical and other benefits to our executive officers that are generally
available to our other employees.
Compensation of the Chief Executive Officer. The Chief Executive
Officer's compensation is based upon the same elements and measures of
performance as is the compensation for our other executive officers. The
Compensation Committee approved a base salary for Mr. Kannan for 1999 of
$180,000. In structuring the compensation of Mr. Kannan, the Compensation
Committee considered the alignment of his compensation package with the
financial performance of the Company to be essential. A bonus of $3,900 was paid
to Mr. Kannan for 1999.
Section 162(m) of the Code. It is the responsibility of the Compensation
Committee to address the issues raised by Section 162(m) of the Code. Revisions
to this Section made certain non-performance based compensation in excess of
$1,000,000 to executives of public companies non-deductible to such companies
beginning in 1994. The Compensation Committee has reviewed these issues and has
determined that it is not necessary for the Company to take any action at this
time with regard to these issues.
Neither the material in this report, nor the Performance Graph, is
soliciting material, is or will be deemed filed with the Securities and Exchange
Commission or is or will be incorporated by reference in any filing of the
Company under the Securities Act of 1933 or the Exchange Act, whether made
before or after the date of this proxy statement and irrespective of any general
incorporation language in such filing.
Submitted by: THE COMPENSATION COMMITTEE
Edson D. deCastro
Barry K. Fingerhut
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
deCastro and Fingerhut, none of whom was at any time during the fiscal year
ended December 31, 1999 or at any other time an officer or employee of the
Company. No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Board of Directors or the
Compensation Committee of the Company.
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PERFORMANCE GRAPH
The following graph shows an approximately two-year(1) comparison of
cumulative total stockholder returns(2) for the Company, the CRSP Total Market
Return Index of the Nasdaq Stock Market and CRSP Nasdaq Non-Financial Stocks
Total Return Index. (The "CRSP" is the Center for Research in Securities Prices
at the University of Chicago.) The graph assumes that $100 was invested on
November 26, 1996 (the effective date of the Company's initial public offering)
in each of the Company's Common Stock, the stocks in the CRSP Total Market
Return Index of the Nasdaq Stock Market and the stocks in the CRSP Nasdaq
Non-Financial Stocks Index.
[PERFORMANCE GRAPH]
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
11/26/96 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
VCMP 100.00 101.92 126.92 45.69 24.03
- ----------------------------------------------------------------------------------------------------------------------------------
NASDAQ CRSP Total 100.00 100.81 123.35 170.35 312.01
- ----------------------------------------------------------------------------------------------------------------------------------
NASDAQ Non-Financial 100.00 100.69 118.19 173.11 332.95
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Indicates comparison of total return for all of 1997, 1998 and 1999 and
solely for that period of 1996 (November 26, 1996 - December 31, 1996)
during which the Company's Common Stock was registered under Section 12
of the Exchange Act.
(2) Total return assumes reinvestment of dividends. Total returns for the
Nasdaq Stock Market and the Nasdaq Non-Financial Stocks indices are
weighted based on market capitalization.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the
ownership of shares of our Common Stock and Preferred Stock as of April 25, 2000
by (1) each person known by us to beneficially own more than 5% of the
outstanding shares of any class of our capital stock, (2) each of our directors
and director nominees, (3) each of the Named Officers, as listed under "--
Executive Compensation -- Summary Compensation" below, and (4) all of our
directors and executive officers as a group. As of April 25, 2000 we had
outstanding (a) 8,046,143 shares of Common Stock, (b) 623,339 shares of Series C
Preferred Stock (convertible into 755,549 shares of Common Stock based on a
conversion ratio of 1.2121-for-1), (c) 1,073,370 shares of Series D Preferred
Stock convertible into Common Stock on a one-for-one basis, and (d) 127,913
shares of Series E Preferred Stock convertible into Common Stock on a
one-for-one basis. Share ownership in the case of Common Stock includes shares
issuable upon conversion of Preferred Stock into Common Stock, and exercise of
warrants and options that may be exercised in each case within 60 days after
April 25, 2000 for purposes of computing the percentage of Common Stock owned by
such person but not for purposes of computing the percentage owned by any other
person. Percentage voting power is calculated assuming the Common Stock and all
series of Preferred Stock vote together as one class with each share of Common
Stock and Preferred Stock entitled to one vote. Except as indicated in the
footnotes to this table, the persons named in this table have sole voting and
investment power with respect to all shares of Common Stock and Preferred Stock
indicated below.
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Shares Beneficially Owned
--------------------------------------------------------
<TABLE>
<CAPTION>
Series C Series D
Name Common Stock Preferred Stock Preferred Stock
- ---- -------------------------- ----------------------------- ----------------------------
Number of Percent of Number of Percent of Number of Percent of
Shares Shares Shares Class Shares Class
------ ------ ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Barry K. Fingerhut (1)(10)............. 1,485,857 16.5% 229,839 36.9% 409,090 38.1%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
iGate Capital Corporation (2).......... 1,436,253 17.2% -- -- -- --
1004 McKee Road
Oakdale, PA 15071
Barry Rubenstein(3)(10)................ 1,201,332 13.5% 218,612 35.1% 381,817 35.6%
68 Wheatley Road
Brookville, NY 11545
Irwin Lieber(4)(10).................... 1,176,502 13.2% 207,387 33.3% 381,817 35.6%
80 Cuttermill road, Suite 311
Great Neck, NY 11021
Seth Lieber(5)(10)..................... 1,109,012 12.6% 192,025 30.8% 363,636 33.9%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Jonathan Lieber(6)(10)................. 1,106,200 13.1% 192,025 30.8% 363,636 33.9%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Wheatley Partners, L. P.(7)(10)........ 1,099,666 12.5% 189,071 30.3% 363,636 33.9%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Wheatley Foreign Partners, L. P. (8)(10) 1,099,666 12.5% 189,071 30.3% 363,636 33.9
Third Floor, One Capital Place
George Town, Grand Cayman
Cayman Islands, B. W. I
Wheatley Partnres, LLC(9)(10).......... 1,099,666 12.5% 189,071 30.3% 363,636 33.9%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
US West Internet Ventures, Inc(11)..... 714,284 8.5% -- -- -- --
Hambrecht & Quist Guaranty Finance, LLC 127,913 1.6% -- -- -- --
One Bush Street
San Francisco, CA 94101
Kamyar Kaviani(12)..................... 318,061 3.9% -- -- 68,358 6.4%
Farzin Arsanjani(13)................... 228,315 2.8% -- -- 56,834 5.3%
Narasimhan P. Kannan(14)............... 218,020 2.7% -- -- -- --
William E. Kimberly(15)................ 95,915 1.2% -- -- -- --
Steven M. H. Wallman(16)............... 71,923 * -- -- -- --
Michael W. Anderson(17)................ 39,112 * -- -- -- --
Michael A. Schwien(18)................. 35,750 * -- -- -- --
Edson D. deCastro(18) 24,298 * -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
Series E Percentage
Name Preferred Stock Total
- ---- ----------------------------- Voting
Number of Percent of Power
Shares Class ----------
------ -----
<S> <C> <C> <C>
Barry K. Fingerhut (1)(10)............. -- -- 12.0%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
iGate Capital Corporation (2).......... -- -- 11.5%
1004 McKee Road
Oakdale, PA 15071
Barry Rubenstein(3)(10)................ -- -- 9.5%
68 Wheatley Road
Brookville, NY 11545
Irwin Lieber(4)(10).................... -- -- 9.4%
80 Cuttermill road, Suite 311
Great Neck, NY 11021
Seth Lieber(5)(10)..................... -- -- 8.9%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Jonathan Lieber(6)(10)................. -- -- 8.8%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Wheatley Partners, L. P.(7)(10)........ -- -- 8.8%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Wheatley Foreign Partners, L. P. (8)(10) -- -- 8.8%
Third Floor, One Capital Place
George Town, Grand Cayman
Cayman Islands, B. W. I
Wheatley Partnres, LLC(9)(10).......... -- -- 8.8%
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
US West Internet Ventures, Inc(11)..... -- -- 3.6%
Hambrecht & Quist Guaranty Finance, LLC 127,913 100% 1.3%
One Bush Street
San Francisco, CA 94101
Kamyar Kaviani(12)..................... -- -- 3.1%
Farzin Arsanjani(13)................... -- -- 2.2%
Narasimhan P. Kannan(14)............... -- 1.9%
William E. Kimberly(15)................ -- -- *
Steven M. H. Wallman(16)............... -- -- *
Michael W. Anderson(17)................ -- -- *
Michael A. Schwien(18)................. -- -- *
Edson D. deCastro(18) -- -- *
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
John D. Sears(18)...................... 17,500 * -- -- -- --
Ashok Trivedi(18)...................... 2,500 -- -- -- -- --
All directors and executive officers as a 2,539,751 27.1% 229,839 36.7% 534,282 49.4%
group (8 directors and 5 executive
officers)(19)
</TABLE>
<TABLE>
<S> <C> <C> <C>
John D. Sears(18)...................... -- -- *
Ashok Trivedi(18)...................... -- -- *
All directors and executive officers as a -- -- 20.0%
group (8 directors and 5 executive
officers)(19)
</TABLE>
----------
* Less than one percent.
(1) Consists of: (i) 228,054 shares of Common Stock, 45,835 shares of Common
Stock issuable upon conversion of Series C Preferred Stock, 45,454 shares
of Common Stock issuable upon conversion of Series D Preferred Stock,
37,814 shares of Common Stock issuable upon exercise of warrants which
are currently exercisable and 22,500 shares of Common Stock issuable upon
exercise of options which are currently exercisable, all held by Mr.
Fingerhut; (ii) 298,242 and 19,541 shares of Common Stock, 211,231 and
17,945 shares of Common Stock issuable upon conversion of Series C
Preferred Stock, 335,162 and 28,474 shares of Common Stock issuable upon
conversion of Series D Preferred Stock and 174,266 and 14,805 shares of
Common Stock issuable upon exercise of warrants which are currently
exercisable, all held by Wheatley Partners, L.P. and Wheatley Foreign
Partners, L.P., respectively, two investment partnerships of which Mr.
Fingerhut serves as an officer of the General Partner; and (iii) 3,580
shares of Common Stock issuable upon conversion of Series C Preferred
Stock and 2,954 shares of Common Stock issuable upon exercise of warrants
which are currently exercisable held in a joint account with respect to
which Mr. Fingerhut has investment and voting power. Mr. Fingerhut
disclaims beneficial ownership of the shares held by Wheatley Partners,
L.P. and Wheatley Foreign Partners, L.P., except to the extent of his
pecuniary interest therein.
(2) Includes 300,000 shares issuable upon exercise of a warrant.
(3) Consists of 1,099,666 shares beneficially owned by Wheatley Partners,
L.P. and Wheatley Foreign Partners, L.P., with respect to each of which
Mr. Rubenstein is the CEO of the general partner, and 35,806 shares of
Common Stock issuable upon conversion of Series C Preferred Stock, 18,181
shares of Common Stock issuable upon conversion of Series D Preferred
Stock, 29,541 shares of Common Stock issuable upon exercise of warrants
and 18,138 shares of Common Stock, held by three investment partnerships
with respect to which Mr. Rubenstein is a general partner.
(4) Consists of: (i) 1,099,666 shares beneficially owned by Wheatley
Partners, L.P. and Wheatley Foreign Partners, L.P. , with respect to each
of which Mr. Leiber may be deemed to share voting and dispositive power;
(ii) 4,297 shares of Common Stock issuable upon conversion of Series C
Preferred Stock and 3,545 shares of Common Stock issuable upon exercise
of a warrant, both held by Mr. Leiber's child; and (iii) 14,771 shares of
Common Stock issuable upon exercise of a warrant, 17,904 shares of Common
Stock issuable upon exercise of Series C Preferred Stock, 18,181 shares
of Common Stock issuable upon exercise of Series D Preferred Stock and
18,138 shares of Common Stock, all held by Mr. Leiber.
(5) Consists of: (i) 1,099,666 shares beneficially owed by Wheatley Partners,
L.P. and Wheatley Foreign Partners, L.P., with respect to which Mr.
Leiber may be deemed to share voting and dispositive power; and (ii)
2,954 shares of Common Stock issuable upon exercise of a warrant, 3,580
shares of Common Stock issuable upon conversion of Series C Preferred
Stock and 2,812 shares of Common Stock, all held by Mr. Leiber.
(6) Consists of: (i) 1,099,666 shares beneficially owned by Wheatley
Partners, L.P. and Wheatley Foreign Partners, L.P., with respect to which
Mr. Leiber may be deemed to share voting and dispositive power; and (ii)
3,580 shares of Common Stock issuable upon conversion of Series C
Preferred Stock and 2,954 shares of Common Stock issuable upon exercise
of a warrant, all held by Mr. Leiber.
(7) Includes: (i) 211,231 shares of Common Stock issuable upon conversion of
Series C Preferred Stock; (ii) 174,266 shares of Common Stock issuable
upon exercise of warrants which are currently exercisable; (iii) 335,162
shares of Common Stock issuable upon conversion of Series D Preferred
Stock; and (iv) 19,541 shares of Common Stock, 14,805 shares of Common
Stock issuable upon exercise of a warrant, 17,945 shares of Common Stock
issuable upon conversion of Series C Preferred Stock and 28,474 shares
of Common Stock issuable upon conversion of Series D Preferred Stock,
all held by Wheatley Foreign Partners, L.P. Wheatley Partners, L.P.
disclaims beneficial ownership of the shares held by Wheatley Foreign
Partners, L.P., except to the extent of its pecuniary interest therein.
(8) Includes 1,018,901 shares beneficially held by Wheatley Partners, L.P.
Wheatley Foreign Partners, L.P. disclaims beneficial ownership of such
securities, except to the extent of its pecuniary interest therein.
14
<PAGE> 15
(9) Consists of 1,099,666 shares beneficially owned by Wheatley Partners,
L.P. and Wheatley Foreign Partners, L.P., with respect to each of which
Wheatley Partners, LLC is a general partner.
(10) Based on the Schedule 13D amendment filed as of August 11, 1999 with the
SEC by this stockholder and a group of affiliated investors. These share
numbers also include the annual 5% dividend on the Series D Preferred
Stock paid in shares of Common Stock in June and December 1999.
(11) Includes 357,142 shares of common stock issuable upon exercise of a
warrant that is currently exercisable. Excludes 357,142 shares of common
stock issuable upon exercise of a warrant that is not exercisable within
60 days from the Record Date.
(12) Includes 15,500 shares of Common Stock issuable upon exercise of options
which are currently exercisable and 68,358 shares of Common Stock
issuable upon conversion of Series D Preferred Stock.
(13) Includes 56,834 shares of Common Stock issuable upon conversion of Series
D Preferred Stock and 15,500 shares of Common Stock issuable upon
exercise of options which are currently exercisable.
(14) Includes 169,092 shares of Common Stock held by two trusts of which Mr.
Kannan and his wife are co-trustees; 8,513 shares of Common Stock held by
a limited partnership as to which Mr. Kannan and his wife are the general
partners, and 28,513 shares of Common Stock issuable upon exercise of
options which are currently exercisable.
(15) Includes 44,298 shares of Common Stock issuable upon exercise of options
which are currently exercisable, as well as 8,344 outstanding shares of
Common Stock held by Elena Kimberly, Mr. Kimberly's wife.
(16) Includes 37,500 shares of Common Stock issuable upon exercise of options
which are currently exercisable.
(17) Includes 38,812 shares of Common Stock issuable upon exercise of options
which are currently exercisable.
(18) Consists of shares of Common Stock issuable upon exercise of options
which are currently exercisable.
(19) Includes the shares (including shares underlying options and warrants)
discussed in footnotes (12) - (18).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In December 1996, the Company loaned Nat Kannan, our founder, Chief
Executive Officer and Chairman, $100,000 to help satisfy Mr. Kannan's income tax
withholding obligations relating to back wages paid to Mr. Kannan by us in 1996.
The largest outstanding principal amount under the loan, together with interest
accrued thereon, during 1999 was approximately $124,182. The loan bears interest
at the prime rate, as announced from time to time by First Union National Bank,
minus one percent with principal and accrued interest payable in full upon
demand.
In May 1999, we raised approximately $1.3 million through a private
placement of 448,297 shares of common stock at a price of $2.9375 per share.
Barry K. Fingerhut, a director and one of our largest beneficial stockholders,
purchased an aggregate of 102,127 of such shares for an aggregate consideration
of $300,000. The holders of shares issued in this financing are entitled to
certain registration rights.
In January 2000, we raised approximately $4.0 million through a strategic
private placement to Mastech Corporation (now iGate Capital Corporation) of
1,136,253 shares of common stock, representing approximately 19.9% of our
outstanding common stock, at $3.62 per share. This price represented a 20%
premium above the average closing price of our common stock for a 15-day
trailing period. In addition, we granted iGate a warrant to purchase an
additional 450,000 shares of common stock for a period of one year at a 20%
premium to market at the date of exercise, subject to a floor of $4.34 pre share
and a ceiling of $6.125 per share. The holders of shares issued in this
financing are entitled to certain registration rights. As part of this strategic
investment, Ashok Trivedi, iGate's Chairman, President and 29.6%
15
<PAGE> 16
shareholder, was subsequently appointed to our Board and is included in
management's slate of nominees for election to our Board by the shareholders at
the Meeting.
In April 2000, we raised $2.5 million through a strategic private
placement to US West Internet Ventures, Inc., a subsidiary of US West, Inc., of
357,142 shares of common stock, representing approximately 4.4% of our
outstanding common stock, at $7.00 per share (the closing price of our common
stock on the date of issuance). In addition, we granted US West a five-year
warrant to purchase an additional 714,284 shares of common stock at $7.00 per
share. One-half of the warrant shares are immediately exercisable and the
remaining shares become exercisable on April 20, 2001. The holders of shares
issued in this financing are entitled to certain registration rights. As part of
this strategic investment, US West was granted the right to designate one
representative for election to the Board.
We have adopted a policy that all future transactions between us and our
executive officers, directors and other affiliates must be approved by a
majority of the members of our Board of Directors and by a majority of the
disinterested members of our Board of Directors, and must be on terms no less
favorable to us than could be obtained from unaffiliated third parties. Any new
loans or advances with insiders and any forgiveness of loans to insiders must be
for a bona fide business purpose and be approved by a majority of the
independent members of our Board of Directors who do not have an interest in the
transactions.
All past transactions involving insiders were approved by at least a
majority of our independent and disinterested directors at the time of the
transactions. All ongoing transactions involving insiders have been approved by
a majority of our independent and disinterested directors.
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<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VCAMPUS CORPORATION
By: /s/ NARASIMHAN P. KANNAN
---------------------------------
Narasimhan P. Kannan,
Chief Executive Officer
(Principal Executive Officer)
Date: April 30, 2000
