UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

VERTICALNET, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

92532L404

(CUSIP Number)

 

Michael S. Emanuel, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7047

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

 

January 4, 2008

(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 §§240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 (“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.

92532L404

 

 

1. Name of Reporting Person

Loeb Partners Corporation

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Source of Funds

OO

 

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

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

7,816

 

 

9. Sole Dispositive Power

-0-

 

 

10. Shared Dispositive Power

7,816

 

 

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

7,816

 

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

13. Percent of Class Represented by Amount in Row (11)

0.49%

 

 

14. Type of Reporting Person

BD, IA, CO

 

 

 

CUSIP No.

92532L404

 

 

1. Name of Reporting Person

Loeb Arbitrage Fund

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Source of Funds

WC, OO

 

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

6. Citizenship or Place of Organization

New York

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

7. Sole Voting Power

42,637

 

 

8. Shared Voting Power

-0-

 

 

9. Sole Dispositive Power

42,637

 

 

10. Shared Dispositive Power

-0-

 

 

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

42,637

 

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

13. Percent of Class Represented by Amount in Row (11)

2.65%

 

 

14. Type of Reporting Person

PN

 

 

 

CUSIP No.

92532L404

 

 

1. Name of Reporting Person

Loeb Offshore Fund Ltd.

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Source of Funds

WC, OO

 

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

6. Citizenship or Place of Organization

Cayman Islands

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

7. Sole Voting Power

9,982

 

 

8. Shared Voting Power

-0-

 

 

9. Sole Dispositive Power

9,982

 

 

10. Shared Dispositive Power

-0-

 

 

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

9,982

 

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

13. Percent of Class Represented by Amount in Row (11)

0.62%

 

 

14. Type of Reporting Person

CO

 

 

 

CUSIP No.

92532L404

 

 

1. Name of Reporting Person

Loeb Arbitrage B Fund LP

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Source of Funds

WC, OO

 

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

6. Citizenship or Place of Organization

Delaware

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

7. Sole Voting Power

14,766

 

 

8. Shared Voting Power

-0-

 

 

9. Sole Dispositive Power

14,766

 

 

10. Shared Dispositive Power

-0-

 

 

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

14,766

 

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

13. Percent of Class Represented by Amount in Row (11)

0.92%

 

 

14. Type of Reporting Person

PN

 

 

 

 

CUSIP No.

92532L404

 

 

1. Name of Reporting Person

Loeb Offshore B Fund Ltd.

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Source of Funds

WC, OO

 

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

6. Citizenship or Place of Organization

Cayman Islands

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

7. Sole Voting Power

5,384

 

 

8. Shared Voting Power

-0-

 

 

9. Sole Dispositive Power

5,384

 

 

10. Shared Dispositive Power

-0-

 

 

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

5,384

 

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

13. Percent of Class Represented by Amount in Row (11)

0.33%

 

 

14. Type of Reporting Person

CO

 

 

 

Item 1.

Security and Issuer

 

 

The title and class of equity security to which this Statement relates is the Common Stock, 0.01 par value per share (the “Common Stock”), of VERTICALNET, INC. The address of the Issuer’s principal executive offices is 400 Chester Field Parkway, Malvern, PA 19355.

 

 

Item 2.

Identity and Background

 

 

Loeb Arbitrage Fund (“LAF”), 61 Broadway, New York, New York, 10006, is a New York limited partnership. Its general partner is Loeb Arbitrage Management, Inc., (“LAM”), a Delaware corporation, with the same address. Loeb Arbitrage B Fund LP (“LAFB”) is a Delaware limited partnership. Its general partner is Loeb Arbitrage B Management, LLC. The President of these general partners is Gideon J. King. Loeb Partners Corporation (“LPC”), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Gideon J. King is Executive Vice President. Loeb Holding Corporation (“LHC”), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Loeb Offshore Fund, Ltd., (“LOF”) and Loeb Offshore B Fund Ltd. (“LOFB”) are each a Cayman Islands exempted company. Loeb Offshore Management, LLC (“LOM”) is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF and LOFB. Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB and Managers of LOM. Loeb Marathon Fund, LP (“LMF”) is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. (“LMOF”) is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. The individuals named above are United States citizens. None of the entities or individuals named in this Item 2 have been, within the last five years, 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 been or are 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 violations with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Compensation

 

 

Shares of Common Stock were acquired by LAF, LPC**, LOF, LAFB and LOFB in margin accounts maintained with Bear Stearns Securities Corp.

 

 

Item 4.

Purpose of Transaction

 

 

 

 

LAF, LPC**, LOF, LAFB, and LOFB (“Loeb”) have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise).

 

Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.

 

 

Item 5.

Interest in Securities of the Issuer

 

 

 

 

(a)

The persons reporting hereby owned the following shares of Common Stock as of January 4, 2008.

 

 

 

Shares of Common Stock

Loeb Arbitrage Fund

42,637

 

Loeb Partners Corporation**

7,816

 

Loeb Offshore Fund Ltd.

9,982

 

Loeb Arbitrage B Fund LP

14,766

 

Loeb Offshore B Fund Ltd.

5,384

 

 

 

 

Total

80,585

 

 

Shares of Common Stock constitute 5% of the 1,610,845 outstanding shares of Common Stock as reported by the issuer.

**Shares of Common Stock purchased for accounts of customers of Loeb Partners Corporation as to which it has investment discretion.

 

 

(b)

See paragraph (a) above.

 

 

 

 

(c)

The following purchases of Common Stock have been made in the past sixty (60) days.

 

 

 

Purchases and Sales (-) of Common Stock

 

Holder

Date

Shares

Average Price

Loeb Partners

Corp.**

11/15/2007

294

2.50

 

11/16/2007

53

2.55

 

11/26/2007

27

2.36

 

11/30/2007

59

2.48

 

12/4/2007

107

2.45

 

12/5/2007

64

2.45

 

12/10/2007

399

2.43

 

12/10/2007

376

2.47

 

12/11/2007

347

2.41

 

12/11/2007

263

2.49

 

12/11/2007

493

2.43

 

12/13/2007

310

2.44

 

12/14/2007

1,709

2.43

 

12/17/2007

154

2.46

 

12/18/2007

436

2.47

 

12/19/2007

243

2.46

 

12/20/2007

349

2.46

 

1/2/2008

194

2.53

 

1/3/2008

1,454

2.52

 

1/4/2008

485

2.51

 

 

 

 

 

 

 

 

 

 

 

 

Holder

Date

Shares

Average Price

Loeb Arbitrage

Fund

11/15/2007

3047

2.50

 

11/16/2007

555

2.55

 

11/26/2007

276

2.36

 

11/30/2007

610

2.48

 

12/4/2007

1108

2.45

 

12/5/2007

665

2.45

 

12/10/2007

4037

2.43

 

12/11/2007

2820

2.43

 

12/13/2007

1615

2.44

 

12/14/2007

6200

2.43

 

12/14/2007

2423

2.43

 

12/17/2007

809

2.46

 

12/18/2007

2271

2.47

 

12/19/2007

1261

2.46

 

12/20/2007

1818

2.46

 

1/2/2008

1060

2.53

 

 

 

1/3/2008

7945

2.52

 

1/4/2008

2647

2.51

 

 

 

 

Holder

Date

Shares

Average Price

Loeb Offshore

Fund

11/15/2007

711

2.50

 

11/16/2007

129

2.55

 

11/26/2007

65

2.36

 

11/30/2007

142

2.48

 

12/4/2007

258

2.45

 

12/5/2007

155

2.45

 

12/10/2007

990

2.43

 

12/11/2007

691

2.43

 

12/13/2007

396

2.44

 

12/14/2007

1620

2.43

 

12/14/2007

594

2.43

 

12/17/2007

198

2.46

 

12/18/2007

557

2.47

 

12/19/2007

309

2.46

 

12/20/2007

445

2.46

 

1/2/2008

247

2.53

 

1/3/2008

1856

2.52

 

1/4/2008

619

2.51

 

 

 

 

Holder

Date

Shares

Average Price

Loeb Arbitrage B

Fund LP

12/20/2007

659

2.46

 

1/2/2008

366

2.53

 

1/3/2008

2747

2.52

 

1/4/2008

916

2.51

 

 

 

 

Holder

Date

Shares

Average Price

Loeb Offshore B

Fund Ltd.

11/15/2007

294

2.50

 

11/16/2007

53

2.55

 

11/26/2007

27

2.36

 

11/30/2007

59

2.48

 

12/4/2007

108

2.45

 

12/5/2007

64

2.45

 

12/10/2007

532

2.43

 

12/11/2007

372

2.43

 

12/11/2007

93

2.43

 

12/11/2007

151

2.41

 

12/13/2007

213

2.44

 

 

 

12/14/2007

319

2.43

 

12/14/2007

825

2.43

 

12/17/2007

106

2.46

 

12/18/2007

299

2.47

 

12/19/2007

166

2.46

 

12/20/2007

239

2.46

 

1/2/2008

133

2.53

 

1/3/2008

998

2.52

 

1/4/2008

333

2.51

 

_____________________

**Shares of Common Stock purchased for the accounts of customers of Loeb Partners Corporation as to which it has investment discretion.

 

All reported transactions were effected on NASDAQ.

 

 

(d)

Not Applicable.

 

 

 

 

(e)

Not Applicable.

 

 

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.

 

 

 

None.

 

 

Item 7.

Materials to be Filed as Exhibits.

 

 

 

None.

 

 

 

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.

 

 

 

LOEB PARTNERS CORPORATION

 

 

 

 

 

 

Date: January 10, 2008

By:

/s/ Michael S. Emanuel

 

 

Michael S. Emanuel

 

 

Senior Vice President

 

 

 

 

 

LOEB ARBITRAGE FUND

 

 

By: LOEB ARBITRAGE MANAGEMENT, INC., G.P.

 

 

 

 

 

 

Date: January 10, 2008

By:

/s/ Michael S. Emanuel

 

 

Michael S. Emanuel

 

 

Vice President

 

 

 

 

 

LOEB OFFSHORE FUND LTD.

 

 

 

 

 

 

Date: January 10, 2008

By:

/s/ Michael S. Emanuel

 

 

Michael S. Emanuel

 

 

Vice President

 

 

 

 

 

LOEB ARBITRAGE B FUND LP

 

 

By: LOEB ARBITRAGE B MANAGEMENT, LLC, G.P.

 

 

 

 

 

 

Date: January 10, 2008

By:

/s/ Michael S. Emanuel

 

 

Michael S. Emanuel

 

 

Vice President

 

 

 

 

 

LOEB OFFSHORE B FUND LTD.

 

 

 

 

 

 

 

 

 

Date: January 10, 2008

By:

/s/ Michael S. Emanuel

 

 

Michael S. Emanuel

 

 

Vice President