-----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, QjDsih22XHZe5LHHXqEcfSs2SmWEVTHKRGj45CtPJpBANWrfONPKmyMTHSKuTCH3 ljLGlhK8Xq/XzF9gkG42Aw== 0000898432-08-000679.txt : 20080716 0000898432-08-000679.hdr.sgml : 20080716 20080716183914 ACCESSION NUMBER: 0000898432-08-000679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070802 FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UFood Restaurant Group, Inc. CENTRAL INDEX KEY: 0001369233 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 204463582 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12516-52A AVENUE CITY: SURREY STATE: A1 ZIP: V3X 3K3 BUSINESS PHONE: (604) 341-8993 MAIL ADDRESS: STREET 1: 12516-52A AVENUE CITY: SURREY STATE: A1 ZIP: V3X 3K3 FORMER COMPANY: FORMER CONFORMED NAME: UFood Franchise CO DATE OF NAME CHANGE: 20070829 FORMER COMPANY: FORMER CONFORMED NAME: Axxent Media CORP DATE OF NAME CHANGE: 20060718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-136167 FILM NUMBER: 08955773 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 4 1 kbk_form4ex.xml X0303 4 2007-08-02 0 0001369233 UFood Restaurant Group, Inc. UFFC 0000904841 KIMBERLIN KEVIN 535 MADISON AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2007-08-02 4 J 0 2400000 0 D 3600000 I See Footnote Common Stock 2007-08-02 4 J 0 2400000 0 A 3600000 I See Footnote Common Stock 2007-12-18 4 C 0 102125 0 A 3702125 I See Footnote Common Stock 2008-01-23 4 J 0 840000 0 D 3702125 I See Footnote Common Stock 2008-01-23 4 J 0 840000 0 A 3702125 I See Footnote Common Stock 2008-01-23 4 J 0 360000 0 D 3342125 I See Footnote Warrant 1.25 2007-12-18 4 C 0 51063 0 A 2012-12-18 Common Stock 51063 1216587 I See Footnote Warrant 1.00 2007-12-18 4 J 0 75000 0 D 2014-12-18 Common Stock 75000 1141587 I See Footnote Warrant 1.00 2007-12-18 4 J 0 359440 0 D 2014-12-18 Common Stock 359400 1141587 I See Footnote Warrant 1.00 2007-12-18 4 J 0 359440 0 A 2014-12-18 Common Stock 359400 1141587 I See Footnote Warrant 1.00 2007-12-18 4 J 0 358584 0 D 2014-12-18 Common Stock 358584 1141587 I See Footnote Warrant 1.00 2007-12-18 4 J 0 358584 0 A 2014-12-18 Common Stock 358584 1141587 I See Footnote Spencer Trask Breakthrough Partners, LLC, a Delaware limited liability company ("STBP"), of which the Reporting Person is the non-member manager, distributed the shares of common stock ("Common Stock"), of UFood Restaurant Group, Inc. (the "Issuer") to one of its members, Spencer Trask Investment Partners, LLC, a Delaware limited liability company ("STIP"), of which the Reporting Person is the non-member manager. Of this total: 1,200,000 shares of Common Stock are held directly by STBP and 2,400,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Pursuant to the 9% Convertible Promissory Note, dated September 24, 2007, between STBP and the Issuer (the "Note"), STBP converted the outstanding principal and accrued interest on the Note into 102,125 shares of Common Stock and a warrant to purchase 51,063 shares of Common Stock. Of this total: 1,302,125 shares of Common Stock are held directly by STBP and 2,400,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. STBP distributed the shares of Common Stock to STIP, a member of STBP. Of this total: 462,125 shares of Common Stock are held directly by STBP and 3,240,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. STBP distributed the shares of Common Stock to one of its natural person members. Of this total: 102,125 shares of Common Stock are held directly by STBP and 3,240,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The warrant is currently exercisable. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 806,940 shares of Common Stock is held directly by Concord Equities Group, Inc. a Delaware corporation ("Concord"); and the warrant to purchase 358,584 shares of Common Stock is held directly by Spencer Trask Ventures, Inc. ("STV"), a Delaware corporation. Concord distributed warrants to brokers as compensation for their services in a securities offering of the Issuer in which Concord acted as a dealer. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 731,940 shares of Common Stock is held directly by Concord; and the warrant to purchase 358,584 shares of Common Stock is held directly by STV. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Concord distributed the warrants to its parent company, Washington Associates, LLC, a Delaware limited liability company ("Washington Associates"). Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 372,500 shares of Common Stock is held directly by Concord; the warrant to purchase 358,584 shares of Common Stock is held directly by STV; and the warrant to purchase 359,400 shares of Common Stock is held directly by Washington Associates. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. STV distributed the warrant to its parent company, Spencer Trask & Co., a Delaware corporation of which the reporting person is the sole stockholder ("ST&Co."). Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 372,500 shares of Common Stock is held directly by Concord; the warrant to purchase 358,584 shares of Common Stock is held directly by ST&Co.; and the warrrant to purchase 359,440 shares of Common Stock is held directly by Washington Associates. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. /s/ Kevin B. Kimberlin 2008-07-16 -----END PRIVACY-ENHANCED MESSAGE-----