SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

ValueVision Media, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

92047K107

(CUSIP Number)
 
 

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

October 21, 2013

(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. [ ]

 

(Page 1 of 22 Pages)

______________________________

* 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. 92047K107 SCHEDULE 13D Page 2 of 22 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,237,972 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,237,972 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,237,972 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 3 of 22 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

39,200 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

39,200 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

39,200 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 4 of 22 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

846,639 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

846,639 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

846,639 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 5 of 22 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

846,639 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

846,639 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

846,639 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 6 of 22 Pages

 

1

NAME OF REPORTING PERSON

GEH Capital, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

50,000 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

50,000 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

50,000 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 7 of 22 Pages

 

1

NAME OF REPORTING PERSON

Channel Commerce Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

458,866 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

458,866 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

458,866 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.9%

14

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 92047K107 SCHEDULE 13D Page 8 of 22 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,837,847 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,837,847 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,837,847 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 9 of 22 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,887,847 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,887,847 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,887,847 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 92047K107 SCHEDULE 13D Page 10 of 22 Pages

 

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Issuer").  The address of the Issuer's principal executive office is 6740 Shady Oak Road, Eden Prairie, Minnesota 55344.

 

Item 2. IDENTITY AND BACKGROUND
   
 

(a) This Schedule 13D is filed by: (i) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (ii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("CMAG"); (iii) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (iv) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO"); (v) GEH Capital, Inc., a Delaware corporation ("GEHC"); (vi) Channel Commerce Partners, L.P., a Delaware limited partnership ("CCP"); (vii) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT, CMAG and CCP (“CGI”); and (viii) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall", and together with SPOT, CMAG, CREL, CRO, GEHC, CCP and CGI, “Clinton”).

 

(b) The principal business address of CRO, GEHC, CCP, CGI and Mr. Hall is 601 Lexington Avenue, 51 st Floor, New York, New York 10022. The principal business address of SPOT, CMAG and CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.

 

(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, CMAG, CREL, GEHC and CCP is to invest in securities. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI.

 

(d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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) Mr. Hall is a citizen of the United States.

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer or general partner, as applicable, of CGI, SPOT, CMAG, CREL, CRO, GEHC and CCP is set forth in Appendix A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Common Stock.

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 11 of 22 Pages

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
 

The Reporting Persons used approximately $14,801,000 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Stock reported herein is the working capital of SPOT, CMAG, CREL, GEHC and CCP for the shares of Common Stock held by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

 

Item 4. PURPOSE OF TRANSACTION
   
 

The Reporting Persons initially acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer's Common Stock represented an attractive investment opportunity. T he Reporting Persons believe that the Common Stock at current market prices is undervalued.

 

On October 30, 2013, the Reporting Persons sent a letter to the Chairman of the board of directors of the Issuer (the "Board") commending the Issuer's commitment to freeze both shareholder rights and the bylaws of the Issuer while discussions between the Issuer and the Reporting Persons are ongoing and expressing their belief that the Issuer has great assets, a big opportunity for growth and a chance to create significant shareholder value. However, the Reporting Persons also state that they believe that the Issuer has exploited its assets poorly, has under-performed its rivals and has missed targets that the Issuer’s management team have set for the Issuer repeatedly. The Reporting Persons also express their belief that the Chief Executive Officer of the Issuer should be replaced, that the Issuer should augment the Board with professionals with industry and other relevant experience and that the Issuer should better align director pay with the interests of shareholders. The Reporting Persons indicate that they have identified high quality candidates for the roles of Chief Executive Officer and for directors of the Issuer. The Reporting Persons also indicate a willingness to invest additional capital into the Issuer at a premium to the current market price if the Board would replace the Issuer’s Chief Executive Officer and make substantial changes to the Board. The foregoing summary of the letter is qualified in its entirety by reference to the full text of the letter, a copy of which is attached hereto as Exhibit 1 and is incorporated by reference herein.

 

The Reporting Persons have, from time to time, engaged in other discussions with management and the Board regarding the Issuer's business, management, strategic direction, board composition and related matters. The Reporting Persons may continue to discuss such matters with the Issuer's management and the Board as well as other shareholders of the Issuer and third parties.

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 12 of 22 Pages

 

 

  Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, selling some or all of their shares of Common Stock, purchasing additional shares of Common Stock, and/or otherwise changing their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D, provided that the Reporting Persons will not seek to acquire control of the Issuer.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 
(a)    The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 2,887,847 shares of Common Stock, constituting approximately 5.8% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 49,595,391 shares of Common Stock outstanding as of September 4, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended August 3, 2013, filed with the Securities and Exchange Commission on September 6, 2013.  

 

(i) SPOT:
  (a) As of the date hereof, SPOT may be deemed the beneficial owner of  1,237,972 shares of Common Stock.
    Percentage: Approximately 2.5% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 1,237,972 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 1,237,972 shares of Common Stock

 

(ii) CMAG:
  (a) As of the date hereof, CMAG may be deemed the beneficial owner of  39,200 shares of Common Stock.
    Percentage: Approximately 0.1% as of the date hereof.
  (b): 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 39,200 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 39,200 shares of Common Stock

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 13 of 22 Pages

 

(iii) CREL:
  (a) As of the date hereof, CREL may be deemed the beneficial owner of  846,639 shares of Common Stock.
    Percentage: Approximately 1.7% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 846,639 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 846,639 shares of Common Stock

 

(iv) CRO:
  (a) As of the date hereof, CRO may be deemed the beneficial owner of  846,639 shares of Common Stock
    Percentage: Approximately 1.7% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 846,639 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 846,639 shares of Common Stock

 

(v) GEHC
  (a) As of the date hereof, GEHC may be deemed the beneficial owner of  50,000 shares of Common Stock
    Percentage: Approximately 0.1% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 50,000 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 50,000 shares of Common Stock

 

(vi) CCP:
  (a) As of the date hereof, CCP may be deemed the beneficial owner of  458,866 shares of Common Stock
    Percentage: Approximately 0.9% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 458,866 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition:  458,866 shares of Common Stock

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 14 of 22 Pages

 

 

(vii) CGI:
  (a) As of the date hereof, CGI may be deemed the beneficial owner of 2,837,847 shares of Common Stock
    Percentage: Approximately 5.7% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 2,837,847 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 2,837,847 shares of Common Stock

 

(viii) Mr. Hall:
  (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of  2,887,847 shares of Common Stock
    Percentage: Approximately 5.8% as of the date hereof.
  (b) 1.  Sole power to vote or direct vote: 0
    2.  Shared power to vote or direct vote: 2,887,847 shares of Common Stock
    3.  Sole power to dispose or direct the disposition: 0
    4.  Shared power to dispose or direct the disposition: 2,887,847 shares of Common Stock

  

(b) By virtue of investment management agreements with SPOT, CMAG and CCP, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 255,170 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the  2,837,847 shares of Common Stock beneficially owned by SPOT, CMAG, CREL, CCP and CASF.  By virtue of his direct and indirect control of CGI and indirect ownership of GEHC, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI and GEHC have voting power or dispositive power.
 
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.
 
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
 
(e) Not applicable.

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 15 of 22 Pages

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 

 

Clinton is currently party to option contracts on 881,600 shares of Common Stock with a strike price of $5.00 and expiration dates ranging from November 16, 2013 to January 18, 2014.

 

The Amended and Restated Limited Partnership Agreement of CCP (the "Partnership Agreement") was entered into by Clinton GP, Inc., as general partner of CCP, and the limited partners named therein. The Partnership Agreement provides that the purpose of CCP is, among other things, to invest in the securities of the Issuer. Pursuant to the Partnership Agreement, Clinton GP, Inc. has the authority to take any action or make any decisions on behalf of CCP, to carry out any and all purposes of CCP set forth in the Partnership Agreement, and to perform all acts and enter into all contracts and other undertakings that it may deem necessary or advisable. CGI, as investment manager to CCP, is entitled to a monthly management fee of 0.1666% of the balance of each capital account of each partner and to reimbursement of the operating expenses of CCP. Clinton GP, as general partner to CCP, is entitled to a 20% incentive fee based on CCP's net capital appreciation realized with respect to a particular period. The foregoing summary of the Partnership Agreement is qualified in its entirety by the full text of the Partnership Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated by reference herein.

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 4 to this Schedule 13D and is incorporated by reference herein.

 

Other than the options described in this Item 6, the Partnership Agreement and the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit Description
    1 Letter, dated October 30, 2013
    2 Amended and Restated Limited Partnership Agreement, by and among Clinton GP, Inc. and the Limited Partners named therein
    3 Joint Filing Agreement, dated October 30, 2013

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 16 of 22 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 30, 2013

 

 

CLINTON SPOTLIGHT MASTER FUND, L.P.

 

  By: Clinton Group, Inc., its investment manager
   
  /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

 

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

By: Clinton Group, Inc., its investment manager

 

  /s/ Francis Ruchalski    
  Name: Francis Ruchalski    
  Title: Chief Financial Officer    
       

 

 

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

By: Clinton Relational Opportunity, LLC, its investment manager

 

   
  /s/ John Hall      
  Name: John Hall      
  Title: Authorized Signatory      
         

 

 

  CLINTON RELATIONAL OPPORTUNITY, LLC
     
  /s/ John Hall  
  Name: John Hall  
  Title: Authorized Signatory  
     
     

 

  GEH CAPITAL, INC.  
     
  /s/ Francis Ruchalski  
  Name: Francis Ruchalski  
  Title: Comptroller  

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 17 of 22 Pages

 

 

         
 

CHANNEL COMMERCE PARTNERS, L.P.

 

By: Clinton Group, Inc., its investment manager

   
         
  /s/ Francis Ruchalski      
  Name: Francis Ruchalski      
  Title: Chief Financial Officer      
         
         
 

CLINTON GROUP, INC.

 

     
  /s/ Francis Ruchalski      
  Name: Francis Ruchalski      
  Title: Chief Financial Officer      
 

 

 

 

     
  /s/ George E. Hall      
  George E. Hall      
         
           

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 18 of 22 Pages

Appendix A

 

Directors and Executive Officers of Certain Reporting Persons

 

CLINTON GROUP, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51 st Floor, New York, New York 10022.

 

Name Position and Principal Occupation
George E. Hall Director and Chief Executive Officer
Gregory P. Taxin President
Francis A. Ruchalski Director and Chief Financial Officer
John L. Hall Director and Secretary
Nader Behbehani Chief Compliance Officer

 

CLINTON SPOTLIGHT MASTER FUND, L.P.

 

Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

The following sets forth the name, principal occupation and business address of each director of CMAG. There are no executive officers of CMAG. Each such person is a citizen of the United Kingdom.

 

Name Principal Occupation Business Address
Jane Fleming

Client Accountant of Queensgate Bank & Trust Company Ltd.

 

c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
Dennis Hunter

Director of Queensgate Bank & Trust Company Ltd.

 

c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands

 

Roger Hanson Director of dms Management Ltd. c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.

 

CLINTON RELATIONAL OPPORTUNITY, LLC

 

George Hall is the controlling person of CRO.

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 19 of 22 Pages

 

GEH CAPITAL, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of GEHC. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51st Floor, New York, New York 10022.

 

Name Position and Principal Occupation
George E. Hall Director, Chief Executive Officer and President
Francis A. Ruchalski Director and Comptroller
John L. Hall Director, Chief Financial Officer, Secretary and Treasurer

 

CHANNEL COMMERCE PARTNERS, L.P.

 

Clinton GP, Inc., a Delaware limited liability company, is the general partner of CCP. George Hall is the controlling person of Clinton GP, Inc.

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 20 of 22 Pages

Appendix B

 

 

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS

 

 

The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

SPOT

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/3/2013 6,390 5.0202
9/3/2013 18,000 5.028
9/3/2013 1,350 5.0167
9/4/2013 52,938 5.05
9/4/2013 23,621 5.0659
9/4/2013 10,000 5.0738
9/6/2013 30,000 5.04
9/6/2013 29,880 4.9572
9/9/2013 26,400 4.8473
9/9/2013 10,000 4.9141
9/9/2013 2,000 4.9024
9/11/2013 15,000 4.4182
9/12/2013 15,000 4.3395
9/12/2013 15,000 4.3467
9/13/2013 11,250 4.4864
9/13/2013 8,000 4.5991
9/16/2013 11,036 4.3315
9/16/2013 11,250 4.3242
9/20/2013 38,300 5
9/23/2013 18,480 4.5398
9/23/2013 5,520 4.5364
9/25/2013 12,500 4.3588
9/25/2013 13,075 4.2049
9/26/2013 18,500 4.3317
10/4/2013 2,500 7.5
10/10/2013 8,000 4.6799

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 21 of 22 Pages

 

 

10/10/2013 (900) 4.622
10/10/2013 (19,800) 4.6567
10/11/2013 100 7.5
10/11/2013 (32,500) 4.7
10/11/2013 20,510 4.8744
10/11/2013 400 5
10/14/2013 10,000 4.9676
10/14/2013 2,500 4.9594
10/18/2013 3,200 7.5
10/18/2013 (20,800) 5
10/18/2013 8,133 5.0187
10/18/2013 3,000 5.02
10/18/2013 13,000 5
10/21/2013 87,500 5.1059
10/23/2013 19,520 5.04
10/25/2013 (7,785) 5.5
10/25/2013 7,785 5.3399
10/29/2013 3,650 5.3207
10/29/2013 69,671 5.3585
10/29/2013 43,567 5.3698

 

CMAG

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/20/2013 39,200 4.5253

 

CREL

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/3/2013 4,260 5.0202
9/3/2013 12,000 5.028
9/3/2013 900 5.0167
9/4/2013 43,312 5.05
9/4/2013 14,716 5.0659
9/4/2013 6,000 5.0738
9/6/2013 20,000 5.04
9/6/2013 19,920 4.9572
9/9/2013 17,600 4.8473
9/9/2013 5,000 4.9141
9/9/2013 3,000 4.9024
9/11/2013 10,000 4.4182
9/12/2013 10,000 4.3395
9/12/2013 10,000 4.3467
9/13/2013 8,750 4.4864
9/13/2013 6,000 4.5991
9/16/2013 8,277 4.3315
9/16/2013 8,750 4.3242
9/19/2013 5,400 5
9/20/2013 24,300 5
9/23/2013 13,860 4.5398
9/23/2013 4,140 4.5364
9/25/2013 10,000 4.3588
9/25/2013 9,805 4.2049
9/26/2013 16,500 4.3317
10/10/2013 6,000 4.6799
10/10/2013 (600) 4.622
10/10/2013 (13,200) 4.6567
10/10/2013 3,900 7.5
10/11/2013 (26,000) 4.7

 

 

 
CUSIP No. 92047K107 SCHEDULE 13D Page 22 of 22 Pages

 

10/11/2013 13,674 4.8744
10/14/2013 8,000 4.9676
10/14/2013 2,000 4.9594
10/18/2013 (30,000) 5
10/18/2013 5,911 5.0187
10/18/2013 2,000 5.02
10/25/2013 (6,055) 5.5
10/25/2013 6,055 5.3399
10/29/2013 2,920 5.3207
10/29/2013 48,770 5.3585
10/29/2013 30,496 5.3698

 

GEHC

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/29/2013 50,000 5.2854

 

CCP

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/3/2013 1,420 5.0202
9/3/2013 4,000 5.028
9/3/2013 300 5.0167
9/4/2013 5,812 5.0659
9/4/2013 2,000 5.0738
9/13/2013 5,000 4.4864
9/13/2013 3,000 4.5991
9/16/2013 5,518 4.3315
9/16/2013 5,000 4.3242
9/18/2013 100,000 4.49
9/23/2013 9,240 4.5398
9/23/2013 2,760 4.5364
9/25/2013 2,500 4.3588
9/25/2013 6,536 4.2049
10/9/2013 700 5
10/10/2013 6,000 4.6799
10/11/2013 (6,500) 4.7
10/14/2013 2,000 4.9676
10/14/2013 500 4.9594
10/18/2013 2,845 5.0187
10/21/2013 37,500 5.1059
10/23/2013 8,365 5.04
10/25/2013 (3,460) 5.5
10/25/2013 3,460 5.3399
10/29/2013 730 5.3207
10/29/2013 6,968 5.3585
10/29/2013 4,358 5.3698

 

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