0001144204-13-010071.txt : 20130219 0001144204-13-010071.hdr.sgml : 20130219 20130219172919 ACCESSION NUMBER: 0001144204-13-010071 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130219 DATE AS OF CHANGE: 20130219 GROUP MEMBERS: ACUITAS FINANCIAL GROUP, LLC GROUP MEMBERS: CREDE CAPITAL GROUP, LLC GROUP MEMBERS: TERREN S. PEIZER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Unilife Corp CENTRAL INDEX KEY: 0001476170 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 271049354 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85635 FILM NUMBER: 13624479 BUSINESS ADDRESS: STREET 1: 250 CROSS FARM LANE CITY: YORK STATE: PA ZIP: 17406 BUSINESS PHONE: (717) 384-3400 MAIL ADDRESS: STREET 1: 250 CROSS FARM LANE CITY: YORK STATE: PA ZIP: 17406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crede CG II, Ltd. CENTRAL INDEX KEY: 0001477571 IRS NUMBER: 271051956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11150 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310 444 4300 MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: Socius Capital Group, LLC DATE OF NAME CHANGE: 20091125 SC 13G 1 v335605_sc13g.htm FORM SC 13G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

Unilife Corporation
(Name of Issuer)

 

Common Stock, $0.01 par value per share
(Title of Class of Securities)

 

90478E103
(CUSIP Number)

 

February 11, 2013
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.¨ Rule 13d-1(b)
b.x Rule 13d-1(c)
c.¨ Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 9
 

 

CUSIP No. 90478E103

  

1. Name of Reporting Persons.
     
  Crede CG II, Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a) £
    (b) £
     
3. SEC Use Only  
     
     
4. Citizenship or Place of Organization  
     
  Bermuda  
  5. Sole Voting Power  
Number of      
Shares   0  
Beneficially 6. Shared Voting Power  
Owned by      
Each   5,947,954  
Reporting 7. Sole Dispositive Power  
Person      
With   0  
  8. Shared Dispositive Power  
       
    5,947,954  
9. Aggregate Amount Beneficially Owned by Each Reporting Person  
     
  5,947,954 (see Item 4)  
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
     
     
11. Percent of Class Represented by Amount in Row (9)  
     
  6.5% (see Item 4)  
12. Type of Reporting Person (See Instructions)  
     
  OO  

 

Page 2 of 9
 

 

CUSIP No. 90478E103


 

1. Name of Reporting Persons.
     
  Crede Capital Group, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a) £
    (b) £
     
3. SEC Use Only  
     
     
4. Citizenship or Place of Organization  
     
  Delaware  
  5. Sole Voting Power  
Number of      
Shares   0  
Beneficially 6. Shared Voting Power  
Owned by      
Each   5,947,954  
Reporting 7. Sole Dispositive Power  
Person      
With   0  
  8. Shared Dispositive Power  
       
    5,947,954  
9. Aggregate Amount Beneficially Owned by Each Reporting Person  
     
  5,947,954 (see Item 4)  
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
     
     
11. Percent of Class Represented by Amount in Row (9)  
     
   6.5% (see Item 4)  
12. Type of Reporting Person (See Instructions)  
     
  HC  

   

Page 3 of 9
 

 

CUSIP No. 90478E103

 

  

1. Name of Reporting Persons.
     
  Acuitas Financial Group, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a) £
    (b) £
     
3. SEC Use Only  
     
     
4. Citizenship or Place of Organization  
     
  California  
  5. Sole Voting Power  
Number of      
Shares   0  
Beneficially 6. Shared Voting Power  
Owned by      
Each   5,947,954  
Reporting 7. Sole Dispositive Power  
Person      
With   0  
  8. Shared Dispositive Power  
       
    5,947,954  
9. Aggregate Amount Beneficially Owned by Each Reporting Person  
     
  5,947,954 (see Item 4)  
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
     
     
11. Percent of Class Represented by Amount in Row (9)  
     
   6.5% (see Item 4)  
12. Type of Reporting Person (See Instructions)  
     
  HC  

 

Page 4 of 9
 

 

CUSIP No. 90478E103

 

 

1. Name of Reporting Persons.
     
  Terren S. Peizer
2. Check the Appropriate Box if a Member of a Group (See Instructions)  
    (a) £
    (b) £
     
3. SEC Use Only  
     
     
4. Citizenship or Place of Organization  
     
  United States of America  
  5. Sole Voting Power  
Number of      
Shares   0  
Beneficially 6. Shared Voting Power  
Owned by      
Each   5,947,954  
Reporting 7. Sole Dispositive Power  
Person      
With   0  
  8. Shared Dispositive Power  
       
    5,947,954  
9. Aggregate Amount Beneficially Owned by Each Reporting Person  
     
  5,947,954 (see Item 4)  
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  
     
     
11. Percent of Class Represented by Amount in Row (9)  
     
   6.5% (see Item 4)  
12. Type of Reporting Person (See Instructions)  
     
  IN  

 

Page 5 of 9
 

 

Item 1.

 

(a) Name of Issuer

 

Unilife Corporation (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices

 

250 Cross Farm Lane

York, Pennsylvania 17406

 

Item 2.

 

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

 

This Schedule 13G is being filed on behalf of (i) Crede CG II, Ltd., a Bermuda exempted company (“Crede CG II”), (ii) Crede Capital Group, LLC, a Delaware limited liability company (“Crede Capital”), (iii) Acuitas Financial Group, LLC, a California limited liability company (“Acuitas”), and (iv) Terren S. Peizer, an individual who is a citizen of the United States of America (“Mr. Peizer,” together with Crede CG II, Crede Capital and Acuitas, the “Reporting Persons”).

 

The sole stockholder of Crede CG II is Crede Capital. Acuitas holds all of the membership interests of Crede Capital and Mr. Peizer holds all of the membership interests of Acuitas. Voting and dispositive power with respect to the shares held by Crede CG II is exercised by Mr. Peizer, the sole and Managing Member of Acuitas, Crede Capital and Managing Director of Crede CG II, who acts as investment advisor to these entities. Mr. Peizer, Acuitas and Crede Capital disclaim beneficial ownership with respect to the shares held by Crede CG II.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office of the Crede GC II is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The principal business office of each of Crede Capital, Acuitas and Mr. Peizer is 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025.

 

(d) Title of Class of Securities

 

Common stock, $0.01 par value per share, of the Issuer (the “Common Stock”).

 

(e) CUSIP Number

 

90478E103

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Page 6 of 9
 

 

Item 4. Ownership.

 

(a) and (b):

 

As of the close of business on February 11, 2013, each of the Reporting Persons may be deemed to have beneficial ownership of 5,947,954 shares of Common Stock, which consists of (i) 4,460,966 shares of Common Stock issued to Crede CG II and (ii) 1,486,988 shares of Common Stock issuable upon exercise or exchange of a warrant issued to Crede CG II (the “Warrant”), and all such shares of Common Stock represent beneficial ownership of approximately 6.5% of the Common Stock, based on (1) 85,379,235 shares of Common Stock issued and outstanding on February 8, 2013, as reported in the Form 10-Q filed by the Issuer on February 11, 2013, plus (2) 4,460,966 shares of Common Stock issued to Crede CG II, and (3) 1,486,988 shares of Common Stock issuable upon exercise or exchange of the Warrant.

 

 

(c) Number of shares as to which each Reporting Person has:

 

(i) Sole power to vote or to direct the vote: 0 .

 

(ii) Shared power to vote or to direct the vote: 5,947,954 .

 

(iii) Sole power to dispose or to direct the disposition of 0 .

 

(iv) Shared power to dispose or to direct the disposition of 5,947,954 .

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

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 having that purpose or effect.

  

Page 7 of 9
 

 

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: February 19, 2013

 

 

  CREDE GC II, LTD  
       
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Director  
       
       
  CREDE CAPITAL GROUP, LLC  
       
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Member  
       
       
    ACUITAS FINANCIAL GROUP, LLC  
     
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Member  
       
       
       
    /s/ Terren S. Peizer  
    Terren S. Peizer  

 

Page 8 of 9
 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: February 19, 2013

 

 

  CREDE GC II, LTD  
       
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Director  
       
       
  CREDE CAPITAL GROUP, LLC  
       
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Member  
       
       
  ACUITAS FINANCIAL GROUP, LLC  
       
       
       
  By: /s/ Terren S. Peizer  
    Terren S. Peizer, Managing Member  
       
       
       
    /s/ Terren S. Peizer  
    Terren S. Peizer  

  

Page 9 of 9