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OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . . . . 14.5 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
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Vonage Holdings Corp. |
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(Name of Issuer)
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Common Stock, par value $0.001 |
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(Title of Class of Securities)
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92886T201 |
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(Cusip Number)
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December 31, 2007 |
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
4,302,578 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
4,302,578 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,302,578 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 2 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
9,660,729 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
9,660,729 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,660,729 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 3 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf High Yield Master Fund |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
490,647 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
490,647 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,647 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 4 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
4,302,578 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
4,302,578 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,302,578 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 5 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
14,453,954 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
14,453,954 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,453,954 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN, IA |
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Page 6 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
14,453,954 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
14,453,954 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,453,954 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 7 of 13 Pages
13G
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CUSIP No. 92886T201 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 14,453,954 Shares, which is 9.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
14,453,954 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
14,453,954 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,453,954 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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Page 8 of 13 Pages
This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on May 18, 2007 (collectively, with all amendments thereto, the “Schedule 13G”).
Preliminary Note: The Reporting Persons (as defined below) are filing this Schedule 13G with respect to the Shares (as defined below) of Vonage Holdings, Corp. (the “Company”). Certain of the Reporting Persons own, in aggregate, 12,351,040 shares of Common Stock, par value $0.001 per share (the “Shares”) of the Company. In addition, certain of the Reporting Persons own, in aggregate, $29,903,438 principal amount of Convertible Notes due December 1, 2010 (the “Convertible Notes”) issued by the Company, such Convertible Notes being immediately convertible at a conversion price of $14.22, subject to adjustment. If all of such Convertible Notes were converted, the Reporting Persons would beneficially own, in aggregate, 14,453,954 Shares (including the 12,351,040 Shares currently held). In addition, the Issuer has the option to pay interest on the Convertible Notes either in cash or in kind. Unless stated otherwise, all numbers and percentages contained in the cover pages to this Schedule 13G represent Shares currently held by certain Reporting Persons and all Shares that would be issued to certain Reporting Persons assuming full conversion of the Convertible Notes owned by the Reporting Persons. Such numbers and percentages do not reflect the conversion of Convertible Notes beneficially owned by any persons other than the Reporting Persons. For information regarding the Convertible Notes, see the Company’s Registration Statement filed as Post Effective Amendment No. 1 to Form S-1 on Form S-3 filed with the Securities and Exchange Commission on July 20, 2007, which contains a prospectus subject to completion dated July 20, 2007.
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Item 1. |
Issuer |
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(a) |
Name of Issuer |
Vonage Holdings Corp.
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(b) |
Address of Issuer’s Principal Executive Offices |
23 Main Street, Holmdel, NJ 07733
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Item 2. |
Identity And Background |
Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))
This statement relates to the Shares ofthe Company. The CUSIP number of the Shares is 92886T201.
Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
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(i) |
Greywolf Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital II”), with respect to the Shares beneficially owned by it (through its ownership of Shares and Convertible Notes); |
Page 9 of 13 Pages
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(ii) |
Greywolf Capital Overseas Fund, a Cayman Islands exempted company (“Greywolf Overseas”), with respect to the Shares beneficially owned by it (through its ownership of Shares and Convertible Notes); |
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(iii) |
Greywolf High Yield Master Fund, a Cayman Islands exempted company (“Greywolf High Yield”), with respect to the Shares beneficially owned by it (through its ownership of Shares and Convetible Notes); |
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(iv) |
Greywolf Advisors LLC, a Delaware limited liability company and the general partner of Greywolf Capital II (the “General Partner”), with respect to the Shares beneficially owned by Greywolf Capital II (through their ownership of Shares and/or Convertible Notes); |
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(v) |
Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Capital II, Greywolf Overseas and Greywolf High Yield (the “Investment Manager”), with respect to the Shares beneficially owned by Greywolf Capital II, Greywolf Overseas and Greywolf High Yield (through their ownership of Shares and/or Convertible Notes); |
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(vi) |
Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares beneficially owned by Greywolf Capital II, Greywolf Overseas and Greywolf High Yield (through their ownership of Shares and/or Convertible Notes); and |
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(vii) |
Jonathan Savitz, a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares beneficially owned by each of Greywolf Capital II, Greywolf Overseas and Greywolf High Yield (through their ownership of Shares and/or Convertible Notes). |
Greywolf Capital II, Greywolf Overseas and Greywolf High Yield are together referred to herein as the “Greywolf Funds.”
The citizenship of each of the Reporting Persons is set forth above. The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Overseas and Greywolf High Yield is 4 Manhattanville Road, Suite 201, Purchase, NY 10577 and (ii) Greywolf Overseas and Greywolf High Yield is Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman.
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Item 3. |
If This Statement Is Filed Pursuant To Sections 240.13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is An Entity Specified In (a) - (j): |
Not Applicable.
If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x
Page 10 of 13 Pages
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Item 4. |
Ownership |
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.
The Shares beneficially owned by each of the Greywolf Funds are beneficially owned by such Funds (in each case through their direct ownership of Shares and Convertible Notes). The General Partner, as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such Shares beneficially owned by Greywolf Capital II (through its direct ownership of Shares and Convertible Notes). The Investment Manager, as investment manager of the Greywolf Funds, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds (in each case through their direct ownership of Shares and Convertible Notes). The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds (in each case through their direct ownership of Shares and Convertible Notes). Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such Shares owned by the Greywolf Funds (in each case through their direct ownership of Shares and Convertible Notes).Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.
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Item 5. |
Ownership Of Five Percent Or Less Of A Class |
Not Applicable.
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Item 6. |
Ownership Of More Than Five Percent On Behalf Of Another Person |
Not Applicable.
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Item 7. |
Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company |
Not Applicable.
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Item 8. |
Identification And Classification Of Members Of The Group |
The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
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Item 9. |
Notice Of Dissolution Of Group |
Not Applicable.
Page 11 of 13 Pages
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 12 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 30, 2008
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
Jonathan Savitz
Page 13 of 13 Pages