SC 13G

0000950137-08-012815.txt : 20081020 0000950137-08-012815.hdr.sgml : 20081020 20081020115509 ACCESSION NUMBER: 0000950137-08-012815 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 GROUP MEMBERS: JACOB CAPITAL, L.L.C. GROUP MEMBERS: RICHARD LEVY GROUP MEMBERS: VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIGENE LABORATORIES INC CENTRAL INDEX KEY: 0000352747 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 222328609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39337 FILM NUMBER: 081130826 BUSINESS ADDRESS: STREET 1: 110 LITTLE FALLS RD CITY: FAIRFIELD STATE: NJ ZIP: 07004-2193 BUSINESS PHONE: 9738820860 MAIL ADDRESS: STREET 1: 110 LITTLE FALLS RD CITY: FAIRFIELD STATE: NJ ZIP: 07004-2193 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Victory Park Capital Advisors, LLC CENTRAL INDEX KEY: 0001413834 IRS NUMBER: 208996172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 c47036sc13g.htm SCHEDULE 13G SC 13G


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Unigene Laboratories, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

904753100

(CUSIP Number)

October 9, 2008

(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)

þ Rule 13d-1(c)

o 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.		904753100


1	NAMES OF REPORTING PERSONS Victory Park Capital Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,632,314^*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,632,314^*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,632,314^*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


*		Excludes 1,000,000 shares of common stock of Unigene Laboratories, Inc. (“Common Stock”) issuable upon exercise of a warrant to acquire such shares which are subject to a so-called “blocker” provision prohibiting the holder from exercising the warrant to the extent that such exercise would result in the holder being deemed the beneficial owner of more than 4.99% of the issued and outstanding shares of Common Stock.

Page 2 of 9


CUSIP No.		904753100


1	NAMES OF REPORTING PERSONS Victory Park Special Situations Master Fund, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,632,314^*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,632,314^*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,632,314^*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


*		Excludes 1,000,000 shares of Common Stock issuable upon exercise of a warrant to acquire such shares which are subject to a so-called “blocker” provision prohibiting the holder from exercising the warrant to the extent that such exercise would result in the holder being deemed the beneficial owner of more than 4.99% of the issued and outstanding shares of Common Stock.

Page 3 of 9


CUSIP No.		904753100


1	NAMES OF REPORTING PERSONS Jacob Capital, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Illinois

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,632,314^*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,632,314^*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,632,314^*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO



*		Excludes 1,000,000 shares of Common Stock issuable upon exercise of a warrant to acquire such shares which are subject to a so-called “blocker” provision prohibiting the holder from exercising the warrant to the extent that such exercise would result in the holder being deemed the beneficial owner of more than 4.99% of the issued and outstanding shares of Common Stock.

Page 4 of 9


CUSIP No.		904753100


1	NAMES OF REPORTING PERSONS Richard Levy


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,632,314^*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			6,632,314^*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,632,314^*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN



*		Excludes 1,000,000 shares of Common Stock issuable upon exercise of a warrant to acquire such shares which are subject to a so-called “blocker” provision prohibiting the holder from exercising the warrant to the extent that such exercise would result in the holder being deemed the beneficial owner of more than 4.99% of the issued and outstanding shares of Common Stock.

Page 5 of 9

CUSIP No. 904753100

TABLE OF CONTENTS


	Item 1(a) Name of Issuer
	Item 1(b) Address of Issuer’s Principal Executive Offices
	Item 2(a) Name of Person Filing
	Item 2(b) Address of Principal Business Office or, if none, Residence
	Item 2(c) Citizenship
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number
	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
	Item 4. Ownership
	Item 5. Ownership of Five Percent or Less of a Class
	Item 6. Ownership of More than Five Percent on Behalf of Another Person
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Item 8. Identification and Classification of Members of the Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification
SIGNATURE
EX-99.1
EX-99.2

Item 1(a) Name of Issuer:

Unigene Laboratories, Inc. (the “Issuer”)

Item 1(b) Address of Issuer’s Principal Executive Offices:

81 Fulton Street
Boonton, New Jersey 07005

Item 2(a) Name of Person Filing:

Victory Park Capital Advisors, LLC
Victory Park Special Situations Master Fund, Ltd.
Jacob Capital, L.L.C.
Richard Levy

Victory Park Capital Advisors, LLC is the investment manager for Victory Park Special Situations Master Fund, Ltd. or the “Fund.” The Fund is the record holder of the securities reported herein. Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. Richard Levy is the sole member of Jacob Capital, L.L.C.

Item 2(b) Address of Principal Business Office or, if none, Residence:

The business address for each of the reporting persons, other than the Fund, is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for the Fund, is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.

Item 2(c) Citizenship:

Victory Park Capital Advisors, LLC is a Delaware limited liability company.
The Fund is a Cayman Islands exempted company.
Jacob Capital, L.L.C. is an Illinois limited liability company.
Richard Levy is a citizen of the United States.

Item 2(d) Title of Class of Securities:

Common Stock, $0.01 par value (the “Common Stock”)

Item 2(e) CUSIP Number:

904753100


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

Item 4. Ownership

As of October 14, 2008:

Page 6 of 9

CUSIP No. 904753100

(a) Amount beneficially owned:


Victory Park Capital Advisors, LLC		6,632,314 shares
Victory Park Special Situations Master Fund, Ltd.		6,632,314 shares
Jacob Capital, L.L.C.		6,632,314 shares
Richard Levy		6,632,314 shares

Each of the reporting persons may be deemed to be the beneficial owner of a warrant to acquire 1,000,000 shares of the Issuer’s Common Stock. The warrant contains a contractual provision blocking exercise of the warrant if after exercise the holder would be the beneficial owner of more than 4.99% of the issued and outstanding shares of Common Stock. Accordingly, based on the number of outstanding shares of the Issuer’s Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 and its Report on Form 8-K for September 30, 2008, none of the shares underlying the warrant are exercisable and consequently, such shares have not been included in the number of shares beneficially owned by the reporting persons.

(b) Percent of class*:


Victory Park Capital Advisors, LLC	7.4	%
Victory Park Special Situations Master Fund, Ltd.	7.4	%
Jacob Capital, L.L.C.	7.4	%
Richard Levy	7.4	%


*		Based on 90,102,676 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission (“SEC”) on August 13, 2008 and the Issuer’s Report on Form 8-K for September 30, 2008 filed with the SEC on October 10, 2008.

(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote

Victory Park Capital Advisors, LLC		0 shares
Victory Park Special Situations Master Fund, Ltd.		0 shares
Jacob Capital, L.L.C.		0 shares
Richard Levy		0 shares

(ii) Shared power to vote or to direct the vote

Victory Park Capital Advisors, LLC		6,632,314 shares
Victory Park Special Situations Master Fund, Ltd.		6,632,314 shares
Jacob Capital, L.L.C.		6,632,314 shares
Richard Levy		6,632,314 shares

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

Victory Park Capital Advisors, LLC		0 shares
Victory Park Special Situations Master Fund, Ltd.		0 shares
Jacob Capital, L.L.C.		0 shares
Richard Levy		0 shares

(iv) Shared power to dispose or to direct the disposition of

Page 7 of 9

CUSIP No. 904753100


Victory Park Capital Advisors, LLC		6,632,314 shares
Victory Park Special Situations Master Fund, Ltd.		6,632,314 shares
Jacob Capital, L.L.C.		6,632,314 shares
Richard Levy		6,632,314 shares

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 each of Victory Park Capital Advisors, LLC, Victory Park Special Situations Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that, to the best of such reporting person’s 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.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of Victory Park Capital Advisors, LLC, Victory Park Special Situations Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that the information set forth in this statement is true, complete and correct.


		Date: October 16, 2008

		VICTORY PARK CAPITAL ADVISORS, LLC

		By:		Jacob Capital, L.L.C., its Manager

		By:		/s/ Richard Levy Name: Richard Levy
				Title: Sole Member

Page 8 of 9

CUSIP No. 904753100


		VICTORY PARK SPECIAL SITUATIONS
		MASTER FUND LTD.

		By:		/s/ Richard Levy Name: Richard Levy
				Title: Attorney-in-Fact

		JACOB CAPITAL, L.L.C.

		By:		/s/ Richard Levy Name: Richard Levy
				Title: Sole Member

				/s/ Richard Levy

		Richard Levy

Page 9 of 9

EX-99.1 2 c47036exv99w1.htm EX-99.1 EX-99.1

EXHIBIT 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ronan Guilfoyle and Roger H. Hanson, each hereby make, constitute and appoint each of:

Richard Levy, and

Matthew Ray,

acting individually, as each of our agents and attorneys-in-fact, with full power of substitution, for the purpose of, from time to time, executing in either of our names and/or our capacities as directors of Victory Park Special Situations Master Fund, Ltd. all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: September 2, 2008


/s/ Ronan Guilfoyle Ronan Guilfoyle,
as Director of Victory Park Special Situations Master Fund, Ltd.

/s/ Roger H. Hanson Roger H. Hanson,
as Director of Victory Park Special Situations Master Fund, Ltd.

EX-99.2 3 c47036exv99w2.htm EX-99.2 EX-99.2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Unigene Laboratories, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of October 2008.


		VICTORY PARK CAPITAL ADVISORS, L.L.C.

		By: Jacob Capital , L.L.C., its Manager

		By: /s/ Richard Levy
		Name:		Richard Levy
		Title:		Sole Member

		VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

		By: /s/ Richard Levy
		Name:		Richard Levy
		Title:		Attorney-in-Fact

		JACOB CAPITAL, L.L.C.

		By: /s/ Richard Levy
		Name:		Richard Levy
		Title:		Sole Member

		By: /s/ Richard Levy
		Name:		Richard Levy

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents