CUSIP No. 92240C 30 8
Introductory Note: Mr. Barry Fingerhut and a group of then related filing
persons last made a Schedule 13D filing in April of 2004. This filing
provides additional disclosure regarding recent transactions by
Mr. Fingerhut.
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Barry K. Fingerhut
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS PF Personal Funds, OO Other
________________________________________________________________________
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
________________________________________________________________________
Schedule 13D Page 3 of 7
CUSIP No. 92240C 30 8
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES 11,219,558
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 224,311 (1)
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 11,219,558
PERSON WITH (10) SHARED DISPOSITIVE POWER
224,311 (1)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,443,869 (1)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.5%
(14) TYPE OF REPORTING PERSON
IN
(1) Includes (a) (i) 146,298 shares of common stock held by Wheatley
Partners, L.P., an investment partnership organized under the laws of the s
tate of Delaware of which Mr. Fingerhut serves as an officer of the General
Partner, (ii) 10,928 shares of common stock issuable upon exercise of
warrants held by Wheatley Partners, L.P.,
(b) 929 shares of common stock issuable upon exercise of warrants held by
Wheatley Foreign Partners, L.P., an investment partnership organized under
the laws of the State of Delaware of which Mr. Fingerhut serves as an officer
of the General Partner, and (c) 42,225 shares held in a joint account with
respect to which Mr. Fingerhut has investment and voting power.
Mr. Fingerhut disclaims beneficial ownership of the securities described in
sections (a) and (b) of this footnote, except to the extent of his pecuniary
interest therein, and this filing shall not be deemed an admission that
Mr. Fingerhut is the beneficial owner of such shares.
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CUSIP No. 92240C 30 8
ITEM 1 – SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Stock, $0.01 par value ("Common Stock") of
VCampus Corporation, a Delaware corporation ("VCampus", with its principal
executive offices located at 1850 Centennial Park Drive, Suite 200,
Reston, VA 20191.
ITEM 2 – IDENTITY AND BACKGROUND
(a). NAME Barry K. Fingerhut
(b). BUSINESS ADDRESS 399 Park Avenue, 32nd Floor, New York, NY 10022
(c). EMPLOYMENT Investment Manager; Fingerhut Partners, LLC
(d). During the last five years, Mr. Fingerhut has not been convicted in
a criminal proceeding (excluding traffic or similar violations).
(e). During the last five years, Mr. Fingerhut has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in (i) a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) finding any violation
with respect to such laws.
(f). Mr. Fingerhut is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 18, 2004, $125,000 in principal amount of a convertible note held by
Mr. Fingerhut was automatically converted, upon shareholder approval, into
76,788 shares of the Common Stock of VCampus. On March 23, 2006 Mr. Fingerhut
used $1,150,000 of his personal funds to purchase 1,150 shares of Series B-1
Preferred Stock of VCampus and a warrant for the purchase of 500,000 shares
of the Common Stock of VCampus (the “B-1 Warrant”). In satisfaction of
VCampus’ cash dividend obligation to Mr. Fingerhut for the quarters ended
June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and
June 30, 2007, VCampus issued a total of 247 shares of Series B-1 Preferred
Stock, in the aggregate, to Mr. Fingerhut. In exchange for Mr. Fingerhut's
agreement to accept future dividends in additional shares of Series B-1
Preferred Stock instead of cash, on October 31, 2006 VCampus issued a warrant
to Mr. Fingerhut for the purchase of 500,000 shares of VCampus Common Stock
(in replacement of the B-1 Warrant) and a new warrant for the purchase of an
additional 225,000 shares of VCampus Common Stock. Additionally, on
October 31, 2006, VCampus filed an Amended Certificate of Designations for the
Series B-1 Preferred Stock which, among other things, made the Series B-1
Preferred Stock immediately convertible, at the option of the holder, into
VCampus Common Stock and changed the formula that determines the conversion
price. The current conversion price floor for the Series B-1 Preferred Stock
is $0.37 per share. Based upon the fact that the Series B-1 Preferred Stock
became immediately convertible into VCampus Common Stock at $0.37 per share,
Mr. Fingerhut's beneficial ownership of VCampus Common Stock could be deemed
to have increased by 3,356,756 shares effective on October 31, 2006.
On January 25, 2008, 307.5 shares of Series A-1 Preferred Stock (convertible
into a total of 1,025,000 shares of common stock at $0.30 per share) and
1,397 shares of Series B-1 Preferred Stock (convertible into a total of
3,775,676 shares of common stock at $0.37 per share) were transferred to
Mr. Fingerhut by a business associate as consideration for the cancellation
of debt owed to Mr. Fingerhut by the business associate in an amount equal
to the original purchase price of the shares acquired by the business
associate. Mr. Fingerhut disclaims beneficial ownership of the shares
of common stock issuable to him upon conversion of the Series B-1 Preferred
Stock and upon exercise of the Series B-1 Warrant to the extent that
Schedule 13D Page 5 of 7
CUSIP No. 92240C 30 8
such shares may not be deemed beneficially owned by him by virtue of the
conversion price and exercise price not being fixed.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Fingerhut acquired his shares of VCampus for investment and not with the
purpose of changing or influencing the control of VCampus. Mr. Fingerhut does
not have any plan or proposal which relates to or would result in any actions
enumerated in subitems (a) through (j) of Item 4 of Schedule 13D, except that
Mr. Fingerhut may dispose of some or all of the Common Stock or may acquire
additional shares of Common Stock from time to time, depending upon price and
market conditions, evaluation of alternative investments, and other factors
and Mr. Fingerhut has from time to time in the past and is currently in
discussions with VCampus management and the other holders of VCampus
convertible debt and preferred stock regarding the terms under which
Mr. Fingerhut and other investors would convert their debt and preferred
securities into common stock. No definitive terms have been agreed upon,
but such recapitalization, if consummated, could result in a change in
control of the Company and/or the composition of the Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 11,443,869 or 54.5%
(b) (i) Sole Voting Power 11,219,558
(ii) Shared Voting Power 224,311 (1)
(iii) Sole Dispositive Power 11,219,558
(iv) Shared Dispositive Power 224,311 (1)
(c) On January 25, 2008, 307.5 shares of Series A-1 Preferred Stock
(convertible into a total of 1,025,000 shares of common stock at $0.30 per
share) and 1,397 shares of Series B-1 Preferred Stock (convertible into a
total of 3,775,676 shares of common stock at $0.37 per share) were transferred
to Mr. Fingerhut by a business associate as consideration for the cancellation
of debt owed to Mr. Fingerhut by the business associate in an amount equal to
the original purchase price of the shares acquired by the business associate,
such amount being $1,000 per share.
(d) None.
(e) Not applicable.
(1) Includes (a) (i) 146,298 shares of common stock held by Wheatley
Partners, L.P., an investment partnership organized under the laws of the
State of Delaware of which Mr. Fingerhut serves as an officer of the General
Partner, (ii) 10,928 shares of common stock issuable upon exercise of warrants
held by Wheatley Partners, L.P., (b) 929 shares of common stock issuable upon
exercise of warrants held by Wheatley Foreign Partners, L.P., an investment
partnership organized under the laws of the State of Delaware of which
Mr. Fingerhut serves as an officer of the General Partner, and (c) 42,225
shares held in a joint account with respect to which Mr. Fingerhut has
investment and voting power. Mr. Fingerhut disclaims beneficial ownership
of the securities described in sections (a) and (b) of this footnote, except
to the extent of his pecuniary interest therein, and this filing shall not be
deemed an admission that Mr. Fingerhut is the beneficial owner of such shares.
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CUSIP No. 92240C 30 8
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships between
Mr. Fingerhut and any other person with respect to any securities of VCampus
required to be disclosed or filed herewith.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP No. 92240C 30 8
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.
February 20, 2008
Date
/s/ Barry K. Fingerhut
Signature
Barry K. Fingerhut Name/Title
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