SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(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. ____1_____ )(1)
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,
5th Floor, New York, NY 10017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2003
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, WC, PN
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 53,500
SHARES ---------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
595,000
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 53,500
PERSON ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
595,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
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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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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, 3rd Floor, 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 Schedule 13D is being filed by Mario Cibelli, a United States
citizen, whose principal business address is located at c/o Cibelli Capital
Management, L.L.C., 52 Vanderbilt Avenue, 5th Floor, New York, NY 10017. Mr.
Cibelli is the managing member of Cibelli Capital Management, L.L.C. ("CCM"),
a Delaware limited liability company that is an investment management firm
which serves as the general partner of Marathon Partners, L.P., a New York
limited partnership ("MP"). 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"). Mr. Cibelli
also serves as portfolio manager to a number of separate managed accounts.
(d) Neither Mr. Cibelli, CCM, nor CRM has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Mr. Cibelli, CCM, nor CRM 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 651,200
Shares. The Shares are held by MP, MFF and the 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: 500 Shares; Mario
Cibelli C/F G. Cibelli UTMA: 400 Shares; Mario Cibelli IRA: 600 shares; C.
Cibelli IRA: 400 shares; Mario Cibelli Simple IRA: 1,500 Shares. The total
cost for the Shares held by Mr. Cibelli is $48,576.15.
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.
The Shares held by the Reporting Person were acquired for, and are being held
for, investment purposes on the Clients' and the Reporting Person's behalf.
The acquisitions of the Shares were made in the ordinary course of the
Reporting Person's business or investment activities, as the case may be.
This filing is being made to report the fact that the Reporting Person is no
longer deemed to beneficially own greater than 5% of the outstanding Shares of
the Issuer.
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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
651,200 Shares, constituting 4.99% of the Shares of the Issuer, based upon the
13,029,760 Shares outstanding as of March 28, 2003, according to the Issuer's
most recently Form 10-K.
Mr. Cibelli has the power to vote or direct the vote of 651,200 Shares to
which this filing relates.
Mr. Cibelli specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
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 651,200 Shares were acquired for investment purposes. Mr. Cibelli and/or
Mr. Cibelli on behalf of the Clients 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.
Mr. Cibelli does 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 Person during the 60 days prior to March 28, 2003 is filed herewith
as Exhibit A.
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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.
June 5, 2003
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(Date)
/s/ Mario Cibelli*
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(Signature)
Mario Cibelli
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(Name/Title)
* The Reporting Person disclaims beneficial ownership except to the extent
of his pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Schedule A
Transactions in the Shares
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
1/31/2003 1,000 21.33
2/19/2003 4,000 21.05
2/21/2003 500 18.23
2/27/2003 200 17.80
03366.0001 #409656