-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKl5aDQPSleb0VeRdXRxl/4xj770a9sinKiXaaQc7WO1fJSnx5BXx67dM9wIsofR O4Ta7fYgkSvHnE1anMbczA== 0000950156-10-000085.txt : 20100709 0000950156-10-000085.hdr.sgml : 20100709 20100709163413 ACCESSION NUMBER: 0000950156-10-000085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100709 DATE AS OF CHANGE: 20100709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GERARDI FRANK CENTRAL INDEX KEY: 0001145730 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O UNIVEST MANAGEMENT INC STREET 2: 149 WEST VILLAGE WAY CITY: JUPITER STATE: FL ZIP: 33458 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IGI LABORATORIES, INC CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34057 FILM NUMBER: 10946596 BUSINESS ADDRESS: STREET 1: 105 LINCOLN AVENUE CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: 105 LINCOLN AVENUE CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IGI INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 SC 13D/A 1 d74731_13da.htm BODY OF SCHEDULE 13D/A Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. 7)*


IGI LABORATORIES, INC.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


449575109

(CUSIP Number)


Frank Gerardi

c/o Univest Management Inc. EPSP

149 West Village Way

Jupiter, FL 33458

Telephone: (561) 748-7230

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


Copy To:

Brian Katz

Pepper Hamilton, LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799


June 30, 2010

(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. ð


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).




 

 

 

1

NAME OF REPORTING PERSON
Frank Gerardi

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      [  ]
(b)      [  ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS
PF

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

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER
2,403,372*

 

8

SHARED VOTING POWER
0*

 

9

SOLE DISPOSITIVE POWER
2,403,372*

 

10

SHARED DISPOSITIVE POWER
0*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,403,372*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%**

14

TYPE OF REPORTING PERSON
IN


*Includes 2,399,926 shares of IGI Laboratories, Inc. (the "Issuer") held by Univest Management Inc. Employee Profit Sharing Plan (the “Profit Sharing Plan.”). Mr. Gerardi serves as the Trustee of such plan and all shares owned by such plan are for the benefit of Mr. Gerardi. Mr. Gerardi possesses sole power to vote and direct the disposition of all of the securities of the Issuer held by the Profit Sharing Plan.

** Based on 17,706,215 outstanding shares of the Issuer’s common stock, net of treasury stock, as of May 11, 2010.



-1-



 

 

 

1

NAME OF REPORTING PERSON
Univest Management Inc. Employee Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      [  ]
(b)      [  ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS
PF

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

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER
2,399,926

 

8

SHARED VOTING POWER
0

 

9

SOLE DISPOSITIVE POWER
2,399,926

 

10

SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,399,926

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%*

14

TYPE OF REPORTING PERSON
EP


* Based on 17,706,215 outstanding shares of the Issuer’s common stock, net of treasury stock, as of May 11, 2010.



-2-


SCHEDULE 13D - Amendment No. 7


This Amendment No. 7 to the Schedule 13D is being filed by Frank Gerardi and the Univest Management Inc. Employee Profit Sharing Plan (“Profit Sharing Plan”). Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, previously filed with the Securities and Exchange Commission.


Item 3. Source and Amount of Funds or Other Consideration.


Item 3 is hereby amended to add the following:


From March 20, 2009, through the date hereof, the Profit Sharing Plan purchased 254,899 shares of common stock for aggregate consideration of approximately $248,190.


The aggregate consideration paid for all 2,403,372 outstanding shares reported on this Schedule 13D, as amended, is approximately $2,335,922.


The source of the funds for the foregoing transactions was Mr. Gerardi’s personal funds and/or the Profit Sharing Plan’s funds. Other than as stated above, all purchases were made on the open market through a broker.


Item 5. Interest in Securities of the Issuer.


Item 5 is hereby amended in its entirety and replaced with the following:


(a) Mr. Gerardi beneficially owns 2,403,372 shares of common stock, representing approximately 13.5% of the Issuer’s outstanding common stock, based on 17,706,215 outstanding shares of the Issuer’s common stock, net of treasury stock, as of May 11, 2010, as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed on May 17, 2010. The Profit Sharing Plan beneficially owns 2,399,926 shares of common stock, representing approximately 13.5% of the Issuer’s common stock outstanding.


(b) Mr. Gerardi has sole power to vote or direct the voting and dispose or direct the disposition of all of the shares described in Item 5(a), individually and as trustee of the Profit Sharing Plan. The Profit Sharing Plan, through Mr. Gerardi, has sole power to vote or direct the voting and dispose or direct the disposition of the 2,399,926 shares of common stock.


(c) During the last sixty days, Mr. Gerardi, through the Profit Sharing Plan, has made the following purchases of the Issuer’s common stock on the dates indicated:


Date

 

Number of Shares

 

Price Per Share (Unless
Otherwise Indicated)

 

Acquiror

 

 

 

 

 

 

 

05/04/10

 

100

 

$1.03

 

Profit Sharing Plan

05/06/10

 

400

 

$1.00

 

Profit Sharing Plan

05/06/10

 

200

 

$0.95

 

Profit Sharing Plan

05/06/10

 

1,500

 

$0.94

 

Profit Sharing Plan



-3-



05/07/10

 

300

 

$1.00

 

Profit Sharing Plan

05/07/10

 

300

 

$0.98

 

Profit Sharing Plan

05/07/10

 

200

 

$0.95

 

Profit Sharing Plan

05/07/10

 

200

 

$0.96

 

Profit Sharing Plan

05/11/10

 

500

 

$0.92

 

Profit Sharing Plan

05/11/10

 

100

 

$0.98

 

Profit Sharing Plan

05/11/10

 

300

 

$0.94

 

Profit Sharing Plan

05/11/10

 

100

 

$0.91

 

Profit Sharing Plan

05/12/10

 

400

 

$0.95

 

Profit Sharing Plan

05/11/10

 

100

 

$0.98

 

Profit Sharing Plan

05/14/10

 

200

 

$1.01

 

Profit Sharing Plan

05/18/10

 

100

 

$1.03

 

Profit Sharing Plan

05/18/10

 

3,360

 

$1.00

 

Profit Sharing Plan

05/18/10

 

500

 

$0.99

 

Profit Sharing Plan

05/19/10

 

300

 

$1.03

 

Profit Sharing Plan

05/19/10

 

3,100

 

$1.00

 

Profit Sharing Plan

05/19/10

 

5,200

 

$0.99

 

Profit Sharing Plan

05/20/10

 

200

 

$1.00

 

Profit Sharing Plan

05/20/10

 

200

 

$0.98

 

Profit Sharing Plan

05/21/10

 

100

 

$1.00

 

Profit Sharing Plan

05/21/10

 

100

 

$0.98

 

Profit Sharing Plan

05/24/10

 

500

 

$0.98

 

Profit Sharing Plan

05/24/10

 

500

 

$0.99

 

Profit Sharing Plan

05/24/10

 

300

 

$1.00

 

Profit Sharing Plan

05/25/10

 

200

 

$0.96

 

Profit Sharing Plan

05/25/10

 

400

 

$0.97

 

Profit Sharing Plan

05/25/10

 

500

 

$0.99

 

Profit Sharing Plan

05/25/10

 

200

 

$1.00

 

Profit Sharing Plan

05/26/10

 

700

 

$1.02

 

Profit Sharing Plan

05/26/10

 

800

 

$0.98

 

Profit Sharing Plan

05/26/10

 

4,100

 

$0.99

 

Profit Sharing Plan

05/26/10

 

50,100

 

$1.00

 

Profit Sharing Plan

05/26/10

 

2,000

 

$1.01

 

Profit Sharing Plan

05/27/10

 

700

 

$1.03

 

Profit Sharing Plan

05/27/10

 

200

 

$1.04

 

Profit Sharing Plan

05/27/10

 

70

 

$1.00

 

Profit Sharing Plan

05/27/10

 

1,100

 

$1.01

 

Profit Sharing Plan

05/28/10

 

500

 

$1.01

 

Profit Sharing Plan

06/01/10

 

1,300

 

$1.01

 

Profit Sharing Plan

06/01/10

 

3,000

 

$1.00

 

Profit Sharing Plan

06/01/10

 

500

 

$0.99

 

Profit Sharing Plan

06/01/10

 

8,042

 

$0.98

 

Profit Sharing Plan

06/03/10

 

6,100

 

$1.00

 

Profit Sharing Plan

06/04/10

 

300

 

$1.00

 

Profit Sharing Plan

06/07/10

 

300

 

$1.00

 

Profit Sharing Plan

06/07/10

 

1,300

 

$0.98

 

Profit Sharing Plan

06/08/10

 

600

 

$0.98

 

Profit Sharing Plan

06/08/10

 

600

 

$0.99

 

Profit Sharing Plan

06/08/10

 

1,600

 

$1.00

 

Profit Sharing Plan

06/08/10

 

400

 

$1.01

 

Profit Sharing Plan

06/08/10

 

600

 

$1.03

 

Profit Sharing Plan

06/10/10

 

1,200

 

$0.99

 

Profit Sharing Plan

06/10/10

 

500

 

$1.00

 

Profit Sharing Plan

06/10/10

 

100

 

$0.99

 

Profit Sharing Plan

06/11/10

 

600

 

$0.98

 

Profit Sharing Plan

06/14/10

 

100

 

$1.00

 

Profit Sharing Plan



-4-



06/15/10

 

9,700

 

$0.98

 

Profit Sharing Plan

06/15/10

 

3,500

 

$0.99

 

Profit Sharing Plan

06/15/10

 

2,000

 

$1.00

 

Profit Sharing Plan

06/16/10

 

7,127

 

$1.00

 

Profit Sharing Plan

06/17/10

 

600

 

$1.00

 

Profit Sharing Plan

06/18/10

 

100

 

$1.02

 

Profit Sharing Plan

06/21/10

 

100

 

$1.02

 

Profit Sharing Plan

06/22/10

 

900

 

$1.00

 

Profit Sharing Plan

06/23/10

 

500

 

$1.00

 

Profit Sharing Plan

06/23/10

 

200

 

$0.99

 

Profit Sharing Plan

06/24/10

 

100

 

$1.03

 

Profit Sharing Plan

06/24/10

 

200

 

$1.00

 

Profit Sharing Plan

06/28/10

 

26,700

 

$1.00

 

Profit Sharing Plan

06/28/10

 

6,500

 

$0.99

 

Profit Sharing Plan

06/29/10

 

5,600

 

$1.00

 

Profit Sharing Plan

06/29/10

 

3,700

 

$0.99

 

Profit Sharing Plan

06/30/10

 

2,500

 

$1.00

 

Profit Sharing Plan

07/01/10

 

200

 

$1.03

 

Profit Sharing Plan

07/01/10

 

600

 

$1.00

 

Profit Sharing Plan

07/01/10

 

2,500

 

$0.99

 

Profit Sharing Plan

07/02/10

 

700

 

$1.01

 

Profit Sharing Plan

07/02/10

 

400

 

$1.00

 

Profit Sharing Plan

07/06/10

 

300

 

$1.03

 

Profit Sharing Plan

07/06/10

 

700

 

$1.01

 

Profit Sharing Plan

07/06/10

 

500

 

$1.00

 

Profit Sharing Plan

07/07/10

 

300

 

$1.02

 

Profit Sharing Plan

07/07/10

 

700

 

$1.01

 

Profit Sharing Plan

07/07/10

 

800

 

$1.00

 

Profit Sharing Plan

07/08/10

 

100

 

$1.03

 

Profit Sharing Plan

07/08/10

 

1,800

 

$1.01

 

Profit Sharing Plan

07/08/10

 

400

 

$1.00

 

Profit Sharing Plan


(d) – (e) Not Applicable.



-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.


Dated: July 9, 2010


 

/s/ Frank Gerardi

 

Frank Gerardi

 

 

 

Univest Management Inc. Employee Profit Sharing Plan

 

 

 

By: /s/ Frank Gerardi

 

Trustee







-6-


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