SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Vitacost.com, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
92847A20 0
(CUSIP Number)
Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 7, 2014
(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), 13d-1(f) or 13d-1(g), check the following box. x
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 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.)
Page 1 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1. | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Lewis | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
PF | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 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 –
279,521 | ||||
| 8 | Shared voting power –
2,475,385 | |||||
| 9 | Sole dispositive power –
279,521 | |||||
| 10 | Shared dispositive power –
2,475,385 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,754,906 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
8.2% | |||||
| 14 | Type of reporting person
IN | |||||
Page 2 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1 | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Partners, 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 proceedings is required pursuant to Item 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 –
2,475,385 | |||||
| 9 | Sole dispositive power –
0 | |||||
| 10 | Shared dispositive power –
2,475,385 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,475,385 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
7.4% | |||||
| 14 | Type of reporting person
IA, OO | |||||
Page 3 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1 | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Capital, LP | |||||
| 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 proceedings is required pursuant to Item 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 –
999,723 | |||||
| 9 | Sole dispositive power –
0 | |||||
| 10 | Shared dispositive power –
999,723 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
999,723 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
3.0% | |||||
| 14 | Type of reporting person
PN | |||||
Page 4 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1 | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Capital II, LP | |||||
| 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 proceedings is required pursuant to Item 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 –
944,024 | |||||
| 9 | Sole dispositive power –
0 | |||||
| 10 | Shared dispositive power –
944,024 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
944,024 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
2.8% | |||||
| 14 | Type of reporting person
PN | |||||
Page 5 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1 | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Spartan, LP | |||||
| 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 proceedings is required pursuant to Item 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 –
258,535 | |||||
| 9 | Sole dispositive power –
0 | |||||
| 10 | Shared dispositive power –
258,535 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
258,535 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
0.8% | |||||
| 14 | Type of reporting person
PN | |||||
Page 6 of 10 Pages
| CUSIP No.: 92847A20 0 |
| 1 | Name of reporting person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Diamond, LP | |||||
| 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 proceedings is required pursuant to Item 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 –
273,103 | |||||
| 9 | Sole dispositive power –
0 | |||||
| 10 | Shared dispositive power –
273,103 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
273,103 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
0.8% | |||||
| 14 | Type of reporting person
PN | |||||
Page 7 of 10 Pages
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed with respect to the Reporting Persons’ beneficial ownership of common stock, par value $0.00001 per share (the “Common Stock”) of Vitacost, Inc. (“Vitacost” or the “Issuer”). This Amendment No. 1 supplements the Schedule 13D previously filed on January 14, 2014. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
ITEM 4. Purpose of Transaction.
The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Consistent with their investment purpose, the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.
On February 7, 2014, the Reporting Persons, through Mr. Lewis, submitted stockholder nominations in respect of two candidates for election to the Issuer’s board of directors at the 2014 annual meeting of the Issuer. These nominations were submitted prior to the Issuer’s February 8, 2014 deadline for such nominations pursuant to the process for stockholder nomination of candidates for directors set forth in the Issuer’s bylaws and most recent proxy statement on Schedule 14A. Prior to the submission, the Reporting Persons, through Mr. Lewis, were engaged in discussions with the Company regarding the appointment of one additional independent director to the board of directors of the Issuer. These discussions are on-going, and the parties have reached a non-binding agreement in principle. If this director appointment is finalized, the Reporting Persons will withdraw the stockholder nominations referenced above.
Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Page 8 of 10 Pages
ITEM 7. Material to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement |
Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
Dated: February 12, 2014
| John H. Lewis | ||||
Osmium Partners, LLC | ||||
Osmium Capital, LP | ||||
Osmium Capital II, LP | ||||
Osmium Spartan, LP | ||||
Osmium Diamond, LP | ||||
By: | /s/ John H. Lewis | |||
| John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP | ||||
Page 10 of 10 Pages
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement |
