SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
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. 2)(2)
1-800-CONTACTS, INC. (CTAC)
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
681977104
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(CUSIP Number)
Mario Cibelli, c/o Cibelli Capital Management, L.L.C.,
52 Vanderbilt Avenue, 4th Floor, New York, NY 10017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2005
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(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
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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(1) 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).
CUSIP No. 681977104
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario Cibelli
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC, PN
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
1,191,652
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,191,652
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.96%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13D is being filed for the purpose of disclosing the current
number of shares of Common Stock, $0.01 par value of 1-800-CONTACTS, INC. (CTAC)
that may be deemed to be beneficially owned by Mario Cibelli (the "Reporting
Person").
CUSIP No. 681977104
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cibelli Capital Management, L.L.C.
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 ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware; United States of America
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,065,691
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,065,691
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,065,691
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.01%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
This Schedule 13D is being filed for the purpose of disclosing the current
number of shares of Common Stock, $0.01 par value of 1-800-CONTACTS, INC. (CTAC)
that may be deemed to be beneficially owned by Cibelli Capital Management,
L.L.C. (the "Reporting Person").
CUSIP No. 681977104
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marathon Partners, L.P.
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 ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York; United States of America
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,065,691
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,065,691
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,065,691
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.01%
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
This Schedule 13D is being filed for the purpose of disclosing the current
number of shares of Common Stock, $0.01 par value of 1-800-CONTACTS, INC. (CTAC)
that may be deemed to be beneficially owned by Marathon Partners , L.P. (the
"Reporting Person").
CUSIP No. 681977104
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Item 1. Security and Issuer.
The name of the issuer is 1-800-CONTACTS, INC., a Delaware corporation (the
"Issuer"). The address of the Issuer's offices is 66 East Wadsworth Park Drive,
Draper, Utah 84020. This Schedule 13D relates to the Issuer's Common Stock,
$0.01 par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This amended Schedule 13D is being filed by Mario Cibelli, a United
States citizen, Marathon Partners, L.P., a New York limited partnership ("MP")
and Cibelli Capital Management, L.L.C., a Delaware limited liability company
that is an investment management firm which serves as the general partner of MP
("CCM"), each of whose principal business address is located at c/o Cibelli
Capital Management, L.L.C., 52 Vanderbilt Avenue, 4th Floor, New York, NY 10017.
Mr. Cibelli is the managing member of "CCM". Mr. Cibelli is also the managing
member of Cibelli Research & Management, L.L.C. ("CRM"), a Delaware limited
liability company that is an investment management firm which serves as the
general partner of Marathon Focus Fund, L.P., a New York limited partnership
("MFF"), and also serves as the general partner of Marathon Offshore, Ltd., a
Cayman Islands limited partnership, ("MOLtd"). Mr. Cibelli also serves as
portfolio manager to a number of separate managed accounts.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, 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, Federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Mr. Cibelli may be deemed to beneficially own 1,191,652
Shares, and MP and CCM may be deemed to beneficially own 1,065,691 Shares. The
Shares are held by MP, MFF, MOLtd, and the separate managed accounts for which
Mr. Cibelli serves as portfolio manger through his position in CCM and/or CRM
(together, the "Clients"). The funds for the purchase of the Shares by the
Clients came from the Clients' respective funds. Mr. Cibelli is also the
beneficial owner of the Shares held in his personal accounts and in the accounts
of his family members as follows: Mario Cibelli C/F S. Cibelli UTMA: 600 Shares;
Mario Cibelli C/F G. Cibelli UTMA: 400 Shares; Mario Cibelli C/F L. Cibelli
UTMA: 100 Shares; Mario Cibelli IRA: 300 shares; C. Cibelli IRA: 250 shares;
Mario Cibelli Simple IRA: 1,000 Shares. The total cost for the Shares held by
Mr. Cibelli is $40,556.24.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
(a-j) The Shares held by the Reporting Persons were acquired for, and are being
held for, investment purposes on the Clients' and the Reporting Persons' behalf.
The acquisitions of the Shares were made in the ordinary course of the Reporting
Persons' business or investment activities, as the case may be. The Reporting
Persons may seek to influence management of the Issuer on certain matters from
time to time.
Although they have no concrete plans to do so, the Reporting Persons may also
engage in and may plan for their engagement in any of the items discussed in
clauses (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Mr. Cibelli may be deemed to be the beneficial owner of
1,191,652 Shares, constituting 8.96% of the Shares of the Issuer, and MP and CCM
may be deemed to be the beneficial owner of 1,065,691 Shares, constituting 8.01%
of the Shares of the Issuer, in each case based upon the 13,306,958 Shares
outstanding as of May 4, 2005, according to the Issuer's most recently filed
Form 10-Q.
Mr. Cibelli has the sole power to vote or direct the vote and to dispose or
direct the disposition of 1,191,652 Shares and the shared power to vote or
direct the vote and dispose or direct the disposition of 0 Shares to which this
filing relates. MP and CCM each have the sole power to vote or direct the vote
and dispose or direct the disposition of 0 Shares and the shared power to vote
or direct the vote and dispose or direct the disposition of 1,065,691 Shares to
which this filing relates.
The trading dates, number of shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by Mr. Cibelli through
his position in, CCM, and CRM on behalf of the Clients are set forth in Schedule
A and were all effected in broker transactions.
The 1,191,652 Shares were acquired for investment purposes. Mr. Cibelli and/or
Mr. Cibelli on behalf of the Clients and MP and CCM may acquire additional
Shares, dispose of all or some of these Shares from time to time, in each case
in open markets or private transactions, block sales or purchases or otherwise,
or may continue to hold the Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
A description of the transactions in the Shares that were effected by the
Reporting Persons during the 60 days prior to July 20, 2005 is filed herewith as
Exhibit 99.1.
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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.
July 27, 2005
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(Date)
/s/ Mario Cibelli*
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Mario Cibelli
MARATHON PARTNERS, L.P.
By its General Partner
Cibelli Capital Management, L.L.C.
/s/ Mario Cibelli*
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By: Mario Cibelli
Title: Managing Member
CIBELLI CAPITAL MANAGEMENT, L.L.C.
/s/ Mario Cibelli*
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By: Mario Cibelli
Title: Managing Member
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit 99.1
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Transactions in the Shares
Date of Number of Shares Price Per
Transaction (1) Purchase/(SOLD) Share
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6/8/2005 500 $19.9440
6/8/2005 1000 $19.9420
6/8/2005 500 $19.9440
6/8/2005 500 $19.9440
6/8/2005 500 $19.9440
6/8/2005 200 $19.9500
6/8/2005 300 $19.9467
6/8/2005 100 $19.9600
6/10/2005 390 $19.2903
6/10/2005 540 $19.2903
6/10/2005 14,070 $19.2903
6/16/2005 1,850 $19.8823
6/16/2005 250 $19.8823
6/16/2005 5,900 $19.8823
6/17/2005 1,816 $19.9337
6/21/2005 44 $19.8744
6/21/2005 60 $19.8744
6/21/2005 1,573 $19.8744
6/22/2005 10 $19.8475
6/22/2005 14 $19.8475
6/22/2005 376 $19.8475
6/23/2005 1,096 $19.9464
6/23/2005 76 $19.9464
6/23/2005 1,751 $19.9464
6/28/2005 300 $19.7033
6/29/2005 62 $19.8071
6/29/2005 86 $19.8071
6/29/2005 2,252 $19.8071
6/30/2005 190 $19.8195
6/30/2005 263 $19.8195
6/30/2005 6,847 $19.8195
7/1/2005 554 $19.0700
7/6/2005 160 $19.7657
7/6/2005 220 $19.7657
7/6/2005 5,720 $19.7657
7/7/2005 335 $19.8918
7/7/2005 1,465 $19.8918
7/7/2005 12,100 $19.8918
7/7/2005 500 $19.8940
7/7/2005 1000 $19.8938
7/8/2005 200 $19.7355
7/8/2005 200 $19.7355
7/8/2005 200 $19.7355
7/8/2005 5,000 $19.7255
7/8/2005 200 $19.7355
7/14/2005 645 $19.8000
7/15/2005 77 $19.7781
7/15/2005 107 $19.7781
7/15/2005 2,786 $19.7781
7/18/2005 35 $19.8000
7/18/2005 50 $19.8000
7/18/2005 1,300 $19.8000
7/19/2005 52 $19.7000
7/19/2005 72 $19.7000
7/19/2005 1,876 $19.7000
7/20/2005 200 $20.0084
7/20/2005 200 $20.0084
7/20/2005 100 $20.0184
7/20/2005 100 $20.0184
7/20/2005 500 $20.0024
7/20/2005 50 $20.0384
7/20/2005 100 $20.0184
7/20/2005 100 $20.0184
7/20/2005 100 $20.0184
7/20/2005 500 $20.0024
7/20/2005 932 $19.9984
7/20/2005 1,291 $19.9984
7/20/2005 33,627 $19.9984
7/21/2005 54,592 $19.9000
7/21/2005 1,513 $19.9000
7/21/2005 2,095 $19.9000
7/21/2005 300 $19.9067
7/21/2005 100 $19.9200
7/22/2005 32 $19.5000
7/22/2005 44 $19.5000
7/22/2005 1,152 $19.5000
7/25/2005 76 $19.4786
7/25/2005 106 $19.4786
7/25/2005 2,757 $19.4786
7/26/2005 46 $19.4993
7/26/2005 64 $19.4993
7/26/2005 1,672 $19.4993
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(1) In addition to the transactions listed above, effective 5/26/05, Mario
Cibelli ceased to be the beneficial owner of a further 1,000 Shares.
03366.0001 #589997