UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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CUSIP No. 90349P 105
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1.
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Names of Reporting Persons.
Henry E. Cartwright
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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ý
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds (see instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
UNITED STATES
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 274,250
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8.
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Shared Voting Power -0-
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9.
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Sole Dispositive Power 274,250
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
274,250
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
5.5%
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14.
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Type of Reporting Person (See Instructions)
IN
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(a)
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For the near term, Mr. Cartwright will continue to receive shares of Common Stock and options to purchase Common Stock as part of his compensation. Mr. Cartwright may acquire additional securities of the Company or dispose of securities of the Company at any time and from time to time in the open market or otherwise.
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(b)
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an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof;
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(c)
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a sale or transfer of a material amount of assets of the Company or any subsidiary thereof;
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(d)
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any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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any material change in the present capitalization or dividend policy of the Company;
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(f)
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any other material change in the Company’s business or corporate structure;
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(g)
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changes in the Company’s charter or bylaws, or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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causing a class of securities of the Company to be delisted from a national stock exchange or to cease to be authorized to be quoted on NASDAQ;
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(i)
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a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or
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(j)
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any action similar to any of those enumerated above.
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(a)
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As of December 31, 2011, Mr. Cartwright beneficially owned 274,250 shares of Common Stock (5.5% of shares outstanding based upon 4,866,836 shares outstanding as of December 31, 2011). Mr. Cartwright’s beneficial ownership consists of 168,000 shares of Common Stock owned of record by him and vested options to purchase 106,250 shares of Common Stock.
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(b)
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As of December 31, 2011, Mr. Cartwright has the sole power to vote or direct the vote and to dispose or direct the disposition of 274,250 shares of Common Stock beneficially owned by him.
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(c)
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During the last 60 days, Mr. Cartwright did not have any transactions in the shares of the Company, other than as described above in Item 3. See “Item 3. Source and Amount of Funds or Other Consideration.”
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(d)
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No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held by Mr. Cartwright.
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(e)
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As of December 31, 2011, Mr. Cartwright continues to be the beneficial owner of more than 5% of the class of securities.
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January 3, 2012
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/s/ Henry E. Cartwright | |
Henry E. Cartwright |