SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b), (c) AND (d)
LIFEVANTAGE
CORPORATION
(Name of
Issuer)
COMMON STOCK, $0.001 PAR
VALUE
(Title of
Class of Securities)
53222K106
(CUSIP
Number)
March 26,
2009
(Date
of event which requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
(Page 1 of 5
Pages)
Page 2
of 5
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Next
View Capital L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
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SOLE
VOTING POWER
2,500,000
(1)
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6.
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SHARED
VOTING POWER
None.
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7.
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SOLE
DISPOSITIVE POWER
2,500,000
(1)
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8.
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SHARED
DISPOSITIVE POWER
None.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
(1)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.82%
(2)
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12.
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TYPE
OF REPORTING PERSON: PN
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(1)
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Includes
(a) 1,250,000 shares of Common Stock and (b) 1,250,000 shares of Common
Stock issuable upon exercise of a common stock purchase warrant which is
immediately exercisable.
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(2)
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The
ownership percentage of the Reporting Person is based upon the sum of (a)
24,766,117 shares of Common Stock issued and outstanding as of December
31, 2008, as filed in the Company’s 10-Q for the fiscal quarter ended
December 31, 2008 and filed on February 13, 2009, (b) 3,925,000 shares of
Common Stock issued on March 16, 2009 as filed in the Company’s form 8-K
on March 17, 2009, (c) 13,040,000 shares of Common Stock issued on March
26, 2009 as filed in the Company’s form 8-K on March 27, 2009 and (d)
1,250,000 warrants to purchase shares of Common Stock issued to the
Reporting Person on March 26, 2009.
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Page 3
of 5
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Item
1(a).
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Name
of Issuer.
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Lifevantage
Corporation (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
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11545
W. Bernardo Court, Suite 301, San Diego, California
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Item
2(a).
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Names
of Person Filing.
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Next
View Capital L.P. (the “Reporting
Person” or “Next View
Capital”)
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Item
2(b).
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Addresses
of Principal Business Office, or if none, Residence.
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95
Revere Drive, Suite A, Northbrook, IL 60062
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Item
2(c).
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Citizenship.
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Next
View Capital is a Delaware limited partnership
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.001 per share (the “Common
Stock”)
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Item
2(e).
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CUSIP
Number.
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53222K106
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
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Item
4.
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Ownership.
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As of the
date hereof, Next View Capital beneficially owns 2,500,000 shares of Common
Stock representing approximately 5.82% of the total number of issued and
outstanding shares of Common Stock. Of such 2,500,000 shares, (i) 1,250,000
shares are shares of Common Stock owned by Next View Capital as of the date
hereof and (ii) 1,250,000 are shares of Common Stock that may be obtained by
Next View Capital upon the exercise of warrants that are immediately
exercisable.
Next View
Capital Partners LLC (“Next View Partners”)
is the sole manager of Next View Capital, and, by virtue of such relationship,
may be deemed to have voting and dispositive power over the shares owned by Next
View Capital or the shares that may be obtained upon the exercise of warrants or
may otherwise be deemed to be beneficially owned by Next View Capital. Next View
Partners disclaims beneficial ownership of such shares.
Page 4
of 5
Currently,
Stewart Flink is the sole manager of Next View Partners, and, as such, may be
deemed to have voting or dispositive power of the investments beneficially owned
by Next View Capital, including the Common Stock. As a result, Mr.
Flink may also be deemed to beneficially own the below-described shares of
Common Stock held by Next View Capital and Next View Partners. Mr. Flink
disclaims beneficial ownership of such shares of Common Stock and has no legal
right to maintain such delegated authority.
Accordingly,
for the purpose of this Statement:
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(b)
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Percent
of Class: The Reporting Person beneficially owns 5.82% of the Issuer’s
issued and outstanding Common Stock (based upon (i) 24,766,117 shares of
Common Stock issued and outstanding as of December 31, 2008, as filed in
the Company’s 10-Q for the fiscal quarter ended December 31, 2008 and
filed on February 13, 2009, (ii) 3,925,000 shares of Common Stock issued
on March 16, 2009 as filed in the Company’s form 8-K on March 17, 2009,
(iii) 13,040,000 shares of Common Stock issued on March 26, 2009 as filed
in the Company’s form 8-K on March 27, 2009, and (iv) 1,250,000 warrants
to purchase shares of Common Stock issued to the Reporting Person on March
26, 2009).
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(c)
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Number
of shares as to which the Reporting Person
has:
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(i)
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Sole
power to direct the vote:
2,500,000.
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(ii)
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Shared
power to vote or to direct the vote:
None.
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(iii)
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Sole
power to dispose or direct the disposition of the Common Stock:
2,500,000.
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(iv)
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Shared
power to dispose or direct the disposition of the Common Stock:
None.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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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 which could have
that purpose or effect.
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Page 5
of 5
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.
| Date: April 17, 2009 | |||
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NEXT
VIEW CAPITAL L.P.
By:
Next View Partners LLC, its sole manager
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By:
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/s/ Stewart Flink | |
| Name: Stewart Flink | |||
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Title:
Manager
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