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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
UNIGENE LABORATORIES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
904753100
Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 W. Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786
Copy to:
Mark R. Grossmann, Esq.
Mark D. Wood, Esq.
Katten Muchin Rosenman LLP
525 West Monroe Street
Suite 1900
Chicago, Illinois 60661
(312) 902-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2011
(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. þ
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.
* The remainder of this cover page shall be filled out for a reporting persons 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).
Page 1 of 16
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Cusip No. |
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904753100 |
13D |
Page |
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2 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
Victory Park Credit Opportunities Master Fund, Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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45,475,331 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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45,475,331 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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45,475,331 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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35.3%(2) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(1) Consists of (i) 9,147,464 shares of Common Stock held by Victory Park Credit Opportunities Master Fund, Ltd., and (ii) 36,327,867 shares of Common Stock issuable to Victory Park Credit Opportunities Master Fund, Ltd. upon conversion of the Credit Opportunities Note (as defined herein).
(2) Based on 92,540,982 outstanding shares of the Common Stock of the Issuer on April 26, 2011, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on May 10, 2011.
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Cusip No. |
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904753100 |
13D |
Page |
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3 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
VPC Fund II, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,519,421 (3) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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10,519,421 (3) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,519,421 (3) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.2%(4) |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
(3) Consists of 10,519,421 shares of Common Stock issuable to VPC Fund II, L.P. upon conversion of the VPC Onshore Note (as defined herein).
(4) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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4 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
VPC Intermediate Fund II (Cayman), L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,112,946 (5) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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10,112,946 (5) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,112,946 (5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.9%(6) |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
(5) Consists of 10,112,946 shares of Common Stock issuable to VPC Intermediate Fund II (Cayman), L.P. upon conversion of the VPC Offshore Note (as defined herein).
(6) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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5 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
Victory Park GP II, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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20,632,367 (7) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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20,632,367 (7) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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20,632,367 (7) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.2%(8) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(7) Consists of 10,519,421 shares of Common Stock issuable to VPC Fund II, L.P. upon conversion of the VPC Onshore Note and 10,112,946 shares of Common Stock issuable to VPC Intermediate Fund II (Cayman), L.P. upon conversion of the VPC Offshore Note.
(8) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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6 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
Victory Park Capital Advisors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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45,475,331 (9) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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45,475,331 (9) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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45,475,331 (9) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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35.3%(10) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(9) Consists of (i) 9,147,464 shares of Common Stock held by Victory Park Credit Opportunities Master Fund, Ltd. and (ii) 36,327,867 shares of Common Stock issuable to Victory Park Credit Opportunities Master Fund, Ltd. upon conversion of the Credit Opportunities Note.
(10) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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7 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
Jacob Capital, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Illinois
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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66,107,698 (11) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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66,107,698 (11) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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66,107,698 (11) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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44.2%(12) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(11) See footnotes 1, 3 and 5. As the manager of each of Victory Park Capital Advisors, LLC and Victory Park GP II, LLC, Jacob Capital, L.L.C. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares
(as defined herein), excluding the Option Shares (as defined herein).
(12) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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8 |
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of |
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16 Pages |
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1 |
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NAMES OF REPORTING PERSON
Richard Levy |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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75,000 (13) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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66,107,698 (14) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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75,000 (13) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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66,107,698 (14) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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66,182,698 (14) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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44.2%(15) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
(13) Consists of shares of
Common Stock issuable upon the exercise of a stock option granted to
Mr. Levy by the Issuer on August 11, 2010, which became exercisable on
April 30, 2011.
(14) See footnotes 1, 3 and 5. By virtue of Richard Levys position as sole member of Jacob Capital, L.L.C., Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject
Shares, excluding the Option Shares.
(15) See footnote 2.
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Cusip No. |
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904753100 |
13D |
Page |
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9 |
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of |
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16 Pages |
This Amendment No. 3 (this Amendment No. 3) amends the Schedule 13D originally filed with
the Securities and Exchange Commission (the SEC) on March 17, 2010 (the Original Filing), as
amended by Amendment No. 1 filed on August 27, 2010 (Amendment No. 1) and Amendment No. 2 filed
on January 26, 2011 (Amendment No. 2 and together with the Original Filing and Amendment No. 1,
the Schedule 13D), on behalf of (i) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman
Islands exempted company (the Credit Opportunities Fund); (ii) VPC Fund II, L.P., a Delaware
limited partnership (the VPC Onshore Fund); (iii) Victory Park GP II, LLC, a Delaware limited
liability company (Victory Park GP); (iv) Victory Park Capital Advisors, LLC, a Delaware limited
liability company (Capital Advisors); (v) Jacob Capital, L.L.C., an Illinois limited liability
company (Jacob Capital); and (vi) Richard Levy. Each item below amends and supplements the
information disclosed under the corresponding item of the Schedule 13D. Except as indicated herein,
the information set forth in the Schedule 13D remains unchanged. Unless otherwise indicated, all
capitalized terms used herein but not defined shall have the same meanings as set forth in the
Schedule 13D.
As disclosed in the Original Filing, the original Convertible Note, in the principal amount of
$33,000,000.00, was issued by the Issuer to the Credit Opportunities Fund on March 17, 2010. As
disclosed in Amendment No. 1, as of July 28, 2010, the Credit Opportunities Fund and VPC Onshore
Fund entered into an Assignment and Assumption Agreement (the July Convertible Note Transfer
Agreement) pursuant to which, on the date thereof, the Credit Opportunities Fund transferred and
assigned to the VPC Onshore Fund a portion of the original Convertible Note equal to $7,103,393.84
in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon through the date
of the July Convertible Note Transfer Agreement, for total consideration of $7,500,000.00 in cash
(collectively, the July Convertible Note Transfer). In connection with the July Convertible Note
Transfer, the Issuer issued to Credit Opportunities Fund a Senior Secured Convertible Note, in the
original principal amount of $25,896,606.16 (in the form of the Original Note) (the Initial Credit
Opportunities Note), in replacement of the original Convertible Note, and the Issuer issued to VPC
Onshore Fund a Senior Secured Convertible Note, in the original principal amount of $7,103,393.84
(in the form of the original Convertible Note) in replacement of the original Convertible Note (the
Initial VPC Note).
As disclosed in Amendment No. 2, as of December 22, 2010, the Credit Opportunities Fund and the VPC
Onshore Fund entered into an Assignment and Assumption Agreement (the December Convertible Note
Transfer Agreement) pursuant to which, on the date thereof, the Credit Opportunities Fund
transferred and assigned to the VPC Onshore Fund an additional portion of the original Convertible
Note equal to $4,850,000.00 in principal amount (with such principal amount being transferred at
112.03% of such principal amount), plus $565,833.33 in payment-in-kind interest accrued thereon
through the date of the December Convertible Note Transfer Agreement, for total consideration of
$5,999,311.43 in cash (collectively, the December Convertible Note Transfer). In connection with
the December Convertible Note Transfer, the Issuer issued to Credit Opportunities Fund a Senior
Secured Convertible Note, in the original principal amount of $21,046,606.16 (in the form of the
original Convertible Note) in replacement of the Initial Credit Opportunities Note (the
Replacement Credit Opportunities Note), and the Issuer issued to VPC Onshore Fund a Senior
Secured Convertible Note, in the original principal amount of $11,953,393.84 (in the form of the
original Convertible Note) in replacement of the Initial VPC Note (the Replacement VPC Note).
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Cusip No. |
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904753100 |
13D |
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10 |
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On March 17, 2011, pursuant to the terms of the original Convertible Note, an aggregate of
$3,200,838.02 in accrued interest payable through such date was capitalized and added to the
outstanding principal balance of the Replacement Credit Opportunities Note, and an aggregate of
$1,817,911.98 in accrued interest payable through such date was capitalized and added to the
outstanding principal balance of the Replacement VPC Note.
As of June 30, 2011, VPC Onshore Fund and VPC Intermediate Fund II (Cayman), L.P., a Cayman Islands
exempted limited partnership that is an affiliate of VPC Onshore Fund (the VPC Offshore Fund)
entered into an Assignment and Assumption Agreement (the June Convertible Note Transfer
Agreement) pursuant to which, on the date thereof, the VPC Onshore Fund transferred and assigned
to the VPC Offshore Fund a portion of the Replacement VPC Note equal to $6,750,000.00 in principal
amount (with such principal amount, which included capitalized
interest through March 16, 2011,
being transferred at 167.11% of such principal amount), plus $298,125.00 in payment-in-kind
interest accrued thereon from March 17, 2011 through the date of the June Convertible Note Transfer
Agreement, for total consideration of $11,578,055.62 in cash (collectively, the June Convertible
Note Transfer).
The aggregate portion of the original Convertible Note equal to $7,021,305.82 in principal amount
held by the VPC Onshore Fund following the June Convertible Note Transfer is referred to in this
Schedule 13D as the VPC Onshore Note; the aggregate portion of the original Convertible Note
equal to $6,750,000.00 in principal amount held by the VPC Offshore Fund following the June
Convertible Note Transfer is referred to in this Schedule 13D as the VPC Offshore Note; and the
aggregate portion of the original Convertible Note equal to $24,247,444.18 in principal amount held
by the Credit Opportunities Fund is referred to in this Schedule 13D as the Credit Opportunities
Note. The VPC Onshore Note, the VPC Offshore Note and the Credit Opportunities Note are
collectively referred to in this Schedule 13D as the Convertible Notes.
A stock
option to purchase 75,000 shares of Common Stock (the 2010
Option), granted to Mr. Levy by the Issuer on August 11, 2010,
became exercisable on April 30, 2011.
Item 2. Identity and Background
Item 2 is hereby amended and restated as follows:
(a), (f) |
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This Schedule 13D is being filed by: (i) Victory Park Credit Opportunities Master Fund,
Ltd., a Cayman Islands exempted company; (ii) VPC Fund II, L.P., a Delaware limited
partnership; (iii) VPC Intermediate Fund II (Cayman), L.P., a Cayman Islands exempted limited
partnership; (iv) Victory Park GP II, LLC, a Delaware limited liability company; (v) Victory
Park Capital Advisors, LLC, a Delaware limited liability company; (vi) Jacob Capital, L.L.C.,
an Illinois limited liability company; and (vii) Richard Levy, a citizen of the United States
of America (collectively, the Reporting Persons). |
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The Reporting Persons have entered into a joint filing agreement, dated July 11, 2011, a
copy of which is attached as Exhibit 1 to this Amendment No. 3. |
(b) |
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The business address of each of the Reporting Persons, other than the Credit Opportunities
Fund and the VPC Offshore Fund, is 227 West Monroe Street, Suite 3900, Chicago, Illinois
60606. The business address for each of the Credit Opportunities Fund |
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Cusip No. |
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904753100 |
13D |
Page |
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11 |
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and the VPC Offshore Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George
Town, Grand Cayman, KY1 9005 Cayman Islands. |
(c) |
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The principal business of each of the Credit Opportunities Fund, the VPC Onshore Fund and the
VPC Offshore Fund is the investment in securities. The principal business of Victory Park GP
is serving as the general partner of each of the VPC Onshore Fund and the VPC Offshore Fund.
The principal business of Capital Advisors is serving as investment manager for the Credit
Opportunities Fund. Jacob Capitals principal business is serving as the manager of each of
Capital Advisors and Victory Park GP. The principal occupation of Richard Levy is serving as
the sole member of Jacob Capital. |
(d) |
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During the last five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). |
(e) |
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During the last five years, none of the Reporting Persons has 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. |
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to replace the first sentence thereof with the following:
As of the date hereof, (a) the Credit Opportunities Fund is the direct beneficial owner of
9,147,464 shares of Common Stock and 36,327,867 shares of Common Stock issuable to the Credit
Opportunities Fund upon conversion of the Credit Opportunities Note, (b) the VPC Onshore Fund is
the direct beneficial owner of 10,519,421 shares of Common Stock issuable to the VPC Onshore Fund
upon conversion of the VPC Onshore Note, (c) the VPC Offshore Fund is the direct beneficial
owner of 10,112,946 shares of Common Stock issuable to the VPC Offshore Fund upon conversion of the
VPC Offshore Note, and (d) Mr. Levy is the direct beneficial owner of
75,000 shares of Common Stock (the Option Shares)
issuable to Mr. Levy upon exercise of the 2010 Option. The Shares set forth in the foregoing sentence, as set forth on the cover pages
hereto, are referred to collectively in this Schedule 13D as the Subject Shares.
Item 3 is also hereby amended to add the following paragraph:
As of June 30, 2011, the VPC Onshore Fund and the VPC Offshore Fund entered into the June
Convertible Note Transfer Agreement pursuant to which, on the date thereof, the VPC Onshore Fund
transferred and assigned to the VPC Offshore Fund a portion of the original Convertible Note equal
to $6,750,000.00 in principal amount (with such principal amount, which included capitalized
interest through March 16, 2011, being transferred at 167.11% of such principal amount), plus
$298,125.00 in payment-in-kind interest accrued thereon from
March 17, 2011 through the date of the
December Convertible Note Transfer Agreement, for total consideration of $11,578,055.62 in cash.
The funds for such transfer were derived from the capital of the VPC Offshore Fund. The
description and summary of the June Convertible Note Transfer Agreement set forth above in this
Item 3 do not purport to be complete and are qualified in their entirety by
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Cusip No. |
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904753100 |
13D |
Page |
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12 |
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reference to the full text of such document, which is attached as Exhibit 2 to this Amendment No. 3
and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a), (b) According to the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31,
2011, as filed with the Securities and Exchange Commission on May 10, 2011, 92,540,982 shares of
the Common Stock of the Issuer were outstanding as of April 26, 2011. Based on the foregoing, the
Subject Shares, in the aggregate, represented approximately 44.2% of the Common Stock of the Issuer
outstanding as of such date, calculated by dividing (i) all of the Subject Shares by (ii) the sum
of (A) 92,540,982 shares of the Common Stock of the Issuer outstanding as of April 26, 2011, as set
forth in the Issuers Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, (B) an aggregate of
56,960,234 shares of the Common Stock of the Issuer issuable upon conversion of the Convertible
Notes and (C) 75,000 shares of Common Stock of the Issuer issuable
upon exercise of the 2010 Option. For each Reporting Person, the percentage of the outstanding Common Stock of the Issuer
represented by the shares of Common Stock of the Issuer beneficially owned by such Reporting Person
is calculated by dividing (x) the number of Subject Shares directly or indirectly beneficially
owned by such Reporting Person by (y) the sum of (I) the number of shares of Common Stock of the
Issuer outstanding as set forth in the immediately preceding sentence and (II) the number of shares
of Common Stock of the Issuer issuable upon conversion of the
Convertible Notes and/or exercise of the 2010 Option directly or
indirectly beneficially owned by such Reporting Person.
Because the Convertible Notes provide for interest to be paid in kind at a rate per annum equal to
the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest, in the
absence of an Event of Default (as defined therein), may be capitalized and added to the
outstanding principal balance of the Convertible Notes on each anniversary of the date of the
original date of issuance (other than the maturity date), the number of shares of Common Stock into
which the Convertible Notes are convertible may increase and, accordingly, the shares of Common
Stock beneficially owned by each of the Reporting Persons in respect of the Convertible Notes may
increase over time.
As of the date hereof, (a) the Credit Opportunities Fund is the direct beneficial owner of
9,147,464 shares of Common Stock and 36,327,867 shares of Common Stock issuable to the Credit
Opportunities Fund upon conversion of the Credit Opportunities Note, (b) the VPC Onshore Fund is
the direct beneficial owner of 10,519,421 shares of Common Stock issuable to the VPC Onshore Fund
upon conversion of the VPC Onshore Note, (c) the VPC Offshore Fund is the direct beneficial
owner of 10,112,946 shares of Common Stock issuable to the VPC Offshore Fund upon conversion of the
VPC Offshore Note, and (d) Mr. Levy is the direct beneficial owner of
75,000 shares of Common Stock
issuable to Mr. Levy upon exercise of the 2010 Option. Capital Advisors, as the investment manager of the Credit Opportunities Fund,
may be deemed to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the 45,475,331 Subject Shares beneficially owned directly by
the Credit Opportunities Fund. Victory Park GP, as the general partner of each of the VPC Onshore
Fund and the VPC Offshore Fund, may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the 10,519,421 Subject Shares
beneficially owned directly by the VPC
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Cusip No. |
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904753100 |
13D |
Page |
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13 |
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Onshore Fund and the 10,112,946 Subject Shares beneficially owned directly by the VPC Offshore
Fund. As the manager of each of Capital Advisors and Victory Park GP, Jacob Capital may be deemed
to have the shared power to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) all of the Subject Shares (excluding the Option
Shares). By virtue of Richard Levys position as sole member
of Jacob Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) all of
the Subject Shares (excluding the Option Shares).
(c) Except for (i) the transfer pursuant to the June Convertible Note Transfer Agreement, as
described in Item 3, and (ii) the grant of the 2011 Option as described in Item 6, none of the Reporting
Persons has effected any transaction in the Common Stock during the past 60 days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered
by this Schedule 13D.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
Pursuant to the June Convertible Note Transfer Agreement, as of June 30, 2011, the VPC Onshore Fund
transferred and assigned to the VPC Offshore Fund a portion of the Replacement VPC Note equal to
$6,750,000.00 in principal amount (with such principal amount, which
included capitalized interest through March 16, 2011, being transferred at 167.11% of such
principal amount), plus $298,125.00 in payment-in-kind interest
accrued thereon from March 17, 2011 through the date of
the June Convertible Note Transfer Agreement, for total consideration of $11,578,055.62 in cash.
The description of the June Convertible Note Transfer Agreement set forth above in this Item 6 does
not purport to be complete and is qualified in its entirety by reference to the full text of such
document, which is attached as Exhibit 2 to this Amendment No. 3 and is incorporated herein by
reference.
In connection with the June Convertible Note Transfer Agreement, the VPC Onshore Fund assigned to
the VPC Offshore Fund rights under the Restated Registration Rights Agreement with respect to the
portion of the Replacement VPC Note transferred by the VPC Onshore Fund to the VPC Offshore Fund
pursuant to the June Convertible Note Transfer Agreement.
On May 1, 2011, the Issuer granted to Richard Levy an option to purchase 75,000 shares of Common
Stock (the 2011 Option), at an exercise price of $1.24.
The 2011 Option becomes exercisable on May 1,
2012, and expires on April 30, 2021.
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Item 7. |
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Material to Be Filed as Exhibits |
Item 7 is hereby amended to add the following:
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Cusip No. |
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904753100 |
13D |
Page |
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14 |
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Exhibit 1
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Joint Filing Agreement, dated as of July 11, 2011, among the
Reporting Persons, pursuant to Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended. |
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Exhibit 2
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Assignment and Assumption Agreement, dated as of June 30, 2011,
between VPC Fund II, L.P. and VPC Intermediate Fund II (Cayman),
L.P. |
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Cusip No. |
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904753100 |
13D |
Page |
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15 |
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16 Pages |
SIGNATURES
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 11, 2011
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VICTORY PARK CREDIT OPPORTUNITIES |
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MASTER FUND, LTD. |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Its: Attorney-in-Fact |
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VPC FUND II, L.P. |
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By: Victory Park GP II, LLC, its general partner |
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By: Jacob Capital, L.L.C., its manager |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Its: Sole Member |
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VPC INTERMEDIATE FUND II (CAYMAN), L.P. |
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By: Victory Park GP II, LLC, its general partner |
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By: Jacob Capital, L.L.C., its manager |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Its: Sole Member |
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VICTORY PARK GP II, LLC |
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By: Jacob Capital, L.L.C., its manager |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Its: Sole Member |
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Cusip No. |
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904753100 |
13D |
Page |
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16 |
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VICTORY PARK CAPITAL ADVISORS, LLC |
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By: Jacob Capital, L.L.C., its Manager |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Title: Sole Member |
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JACOB CAPITAL, L.L.C. |
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By:
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/s/ Richard Levy
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Name: Richard Levy |
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Title: Sole Member |
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RICHARD LEVY |
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/s/ Richard Levy |
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Richard Levy |
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Exhibit Index
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Exhibit 1
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Joint Filing Agreement, dated as of July 11, 2011, among the
Reporting Persons, pursuant to Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended. |
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Exhibit 2
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Assignment and Assumption Agreement, dated as of June 30, 2011,
between VPC Fund II, L.P. and VPC Intermediate Fund II (Cayman),
L.P. |