Item 1. Security and Issuer.
This Schedule 13D (this “Statement”) relates to the Common Stock, no par value per share (the “Shares”) of Coastal Contacts Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are located at Suite 320, 2985 Virtual Way, Vancouver, British Columbia V5M 4X7.
Item 2. Identity and Background.
(a) – (c) and (f).
The persons filing this Schedule 13D are Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”).
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons. Sagard is principally engaged in the business of investing in securities. GP is the general partner of Sagard. Manager is the investment manager of Sagard.
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 325 Greenwich Avenue, Greenwich CT 06830.
As a result of direct and indirect securities holdings, Power Corporation of Canada (“PCC”) and The Desmarais Family Residuary Trust (the “Trust”), which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the executors and trustees of which being Jacqueline Desmarais, Paul Desmarais Jr., André Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control the Reporting Persons. Jacqueline Desmarais, Paul Desmarais Jr. and André Desmarais, as executors and trustees, determine how to vote the shares of PCC directly or indirectly held by the Trust. Exhibit A hereto identifies persons through whom the Trust may be deemed to control PCC and, in turn, Sagard. PCC, a corporation organized under the laws of Canada, is a diversified management and holding company with its principal place of business at 751 Victoria Square, Montréal (Québec), Canada H2Y 2J3. The Trust was formed under the laws of Québec and has its address at 759 Square Victoria, Montréal (Québec), Canada H2Y 2J7. The filing of this Statement, including the exhibits, shall not be construed as an admission that any of the control relationships enumerated herein actually exist.
The name, citizenship, occupation and principal business address of each of the directors and executive officers of GP and Manager are listed in Exhibit B and the name, citizenship, occupation and principal business address of each of the directors and executive officers of PCC and the trustees of the Trust are listed in Exhibit C hereto.
(d) – (e).
During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers, nor any of the persons listed on Exhibit A, Exhibit B or Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Shares reported herein as beneficially owned by the Reporting Persons is $13,836,691.08, with purchases in Canadian dollars being converted to U.S. dollars. All Shares held by Sagard were acquired with Sagard’s working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares beneficially owned by them for the purpose of acquiring a significant equity position in the Issuer.
The Reporting Persons may acquire additional Shares or other securities of the Issuer or may dispose of any or all of their Shares or other securities of the Issuer from time to time depending upon an ongoing evaluation of the Shares, the Issuer, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuer’s reactions to the discussions below and/or other considerations.
Also, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, board composition (which could include the idea that a representative(s) of the Reporting Persons be nominated or elected to the board of directors of the Issuer) and management. The Reporting Persons may discuss ideas that are consistent with, that complement, or that diverge from, the Issuer’s current and future strategy and initiatives. The Reporting Persons may discuss ideas that, if effected, may result in acquisitions by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, changes in the Issuer’s capitalization and/or changes in the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could 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.
Item 5. Interest in Securities of the Issuer.
(a) The Shares reported herein are held directly by Sagard. As of December 13, 2013, each Reporting Person beneficially owned 2,141,804 Shares, which represented 6.6% of the outstanding Shares, based upon 32,458,271 Common Shares issued and outstanding as of September 12, 2013, as reported by the Issuer in its Proxy Statement filed with its Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on September 12, 2013.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by Power Corporation of Canada and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of Power Corporation of Canada whose ownership of securities is disaggregated from that of Power Corporation of Canada in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of December 13, 2013.
(b) | Sole power to vote or direct the vote: 0 |
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| Shared power to vote or direct the vote: 2,141,804 |
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| Sole power to dispose or to direct the disposition: 0 |
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| Shared power to dispose or direct the disposition: 2,141,804 |
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c) | The following transactions have been effected by Sagard over the last 60 days: |
Purchases
Trade Date | Price | Quantity | |
11/21/2013 | $6.6433 | 25,400 | |
11/22/2013 | $6.7457 | 11,304 | |
11/25/2013 | $6.7153 | 11,700 | |
12/2/2013 | $6.7395 | 17,300 | |
12/3/2013 | $6.6705 | 10,000 | |
12/4/2013 | $6.6550 | 8,700 | |
12/5/2013 | $6.6905 | 6,200 | |
12/5/2013 | CAD 7.1170 | 2,200 | * |
12/6/2013 | $6.9899 | 540,000 | |
12/9/2013 | $7.0000 | 90,000 | |
12/11/2013 | $7.0000 | 50,000 | |
12/11/2013 | $7.0000 | 15,000 | |
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*Sagard purchased these shares via the Toronto Stock Exchange.
(d) | Not applicable. |
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(e) | Not applicable. |
Item 7. Material to Be Filed as Exhibits.
Exhibit A | Persons Who may be Deemed to Control the Reporting Persons |
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Exhibit B | Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. |
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Exhibit C | Executive Officers and Directors of Power Corporation of Canada |
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.