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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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(Amendment No. 2)
*
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Under the Securities Exchange Act of 1934
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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(CUSIP Number)
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Raptor Capital Management LP
Attn: Rosemary McCormack, Esq.
50 Rowes Wharf, 6th Floor
Boston, MA 02110
Tel: (617) 772-4600
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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(Date of Event which Requires
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Filing of this Schedule)
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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. [ ]
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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 disclosures provided in a prior cover page.
(Continued on following 20 Pages)
(Page 1 of 21 Pages)
--------------------------
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).
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
2
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Raptor Global Portfolio Liquidating Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8
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SHARED VOTING POWER
1,028,331 Shares of Common Stock
395,655 Warrants (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,028,331 Shares of Common Stock
395,655 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,028,331 Shares of Common Stock
395,655 Warrants (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
18.92%
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
3
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Altar Rock Fund Liquidating Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8
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SHARED VOTING POWER
8,749 Shares of Common Stock
3,366 Warrants (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
8,749 Shares of Common Stock
3,366 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,749 Shares of Common Stock
3,366 Warrants (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.002%
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
4
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raptor Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8
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SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
5
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raptor Capital Management GP 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
0
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8
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SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
6
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raptor Group Holdings LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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|
14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 904572104
|
SCHEDULE 13D/A
|
Page
7
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raptor Holdco GP 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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|
14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 904572104
|
SCHEDULE 13D/A
|
Page
8
of 21 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raptor Capital Management, Inc.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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|
14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 904572104
|
SCHEDULE 13D/A
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Page
9
of 21 Pages
|
|
1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Pallotta
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
x
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS*
WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
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|
8
|
SHARED VOTING POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,037,080 Shares of Common Stock
399,021 Warrants (See Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
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|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.07%
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|
14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
10
of 21 Pages
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Pursuant to Rule 13d-2 promulgated under the Securities and Exchange Act of 1934, as amended (the “Act”), this Schedule 13D Amendment No. 2 (“Amendment No. 2”) amends and restates the Schedule 13D Amendment No. 1 (“Amendment No. 1”) filed on November 10, 2009 (“Amendment No. 1”) by the Master Fund, Altar Rock, the Manager, the General Partner, Group Holdings, Holdco, RCM Inc. and Mr. Pallotta (each as defined below) which amended and restated the Schedule 13D filed on January 12, 2009 (the “Original Schedule 13D”) by the Master Fund, the Manager, Holdco and Mr. Pallotta. This Amendment No. 2 is being filed to describe changes and additions among the members of the "group" (as that term is defined in Rule 13d-5(b)(1) of the Act) of Reporting Persons as indicated herein. In addition, the Reporting Persons are reporting changes in beneficial ownership as a result of a fifteen-to-one reverse stock split that occurred on December 10, 2010 (the "Stock Split") and a subsequent public offering of the shares of the Company (as defined below) on December 15, 2010 as described in the 424(B)(1) Prospectus filed with the Securities & Exchange Commission on December 13, 2010 and the exercise of the over-allotment option by the underwriter to purchase an additional 450,000 Shares of common stock as described in the Form 8-K filed with the Securities and Exchange Commission on December 21, 2010 (the "Offering").
This Amendment No. 2 is being filed by (i) The Raptor Global Portfolio Liquidating Trust (“Raptor Global”), a trust managed by the Manager, as defined below, with respect to the shares of Common Stock directly owned by it; (ii) the Altar Rock Fund Liquidating Trust (“Altar Rock”), a trust managed by the Manager with respect to the shares of Common Stock directly owned by it; (iii) Raptor Capital Management LP, a limited partnership organized under the laws of the State of Delaware (the "Manager"), as investment manager of Raptor Global and Altar Rock with respect to the shares of Common Stock directly owned by Raptor Global and Altar Rock; (iv) Raptor Capital Management GP LLC, a limited liability company organized under the laws of the State of Delaware (the “General Partner”), as the general partner of the Manager with respect to the shares of Common Stock owned by Raptor Global and Altar Rock; (v) Raptor Group Holdings LP, a limited partnership organized under the laws of the State of Delaware (“Group Holdings”), as the managing member of the General Partner with respect to the shares of Common Stock directly owned by Raptor Global and Altar Rock; (vi) Raptor Holdco GP LLC, a limited liability company organized under the laws of the State of Delaware ("Holdco"), as the general partner of Group Holdings with respect to the shares of Common Stock directly owned by Raptor Global and Altar Rock; (viii) Raptor Capital Management, Inc., a corporation organized under the laws of the State of Delaware (“RCM, Inc.”), as the managing member of Holdco with respect to the shares of Common Stock directly owned by Raptor Global and Altar Rock and (ix) James J. Pallotta ("Mr. Pallotta"), as the Chairman of the board of Directors, President and Managing Director of RCM, Inc. with respect to the shares of Common Stock directly owned by Raptor Global and Altar Rock.
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. This Amendment No. 2 relates to the Common Stock, par value $0.001 per share, of Uni-Pixel, Inc., a corporation organized under the laws of the State of Delaware (the "Company"). Unless the context otherwise requires, references herein to the "Shares" are to the Common Stock of the Company.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) of the Act. The agreement among the Reporting Persons to file jointly (the "Joint Filing Agreement") is attached hereto as Exhibit A.
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CUSIP No. 904572104
|
SCHEDULE 13D/A
|
Page
11
of 21 Pages
|
On January 1, 2009, the Manager was delegated voting and dispositive authority over the securities directly owned by The Raptor Global Portfolio Ltd. (the "Master Fund") (which subsequently transferred all of its assets into Raptor Global) and The Altar Rock Fund L.P. (which subsequently reorganized into The Altar Rock Fund Liquidating Trust). The General Partner may be deemed to control the Manager, and therefore may be deemed to beneficially own securities reported herein. Group Holdings is the managing member of the General Partner and therefore may be deemed to be the beneficial owner of the securities reported herein. Holdco is the general partner of Group Holdings. As such it may be deemed to be the beneficial owner of the securities reported herein. RCM, Inc. is the managing member of Holdco. As such, it may be deemed to be the beneficial owner of the securities reported herein. James J. Pallotta is the Chairman of the Board of Directors, President and Managing Director of RCM, Inc. As such, Mr. Pallotta may be deemed to beneficially own the securities reported herein. The Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta do not directly own any shares of Common Stock reported herein and each expressly disclaims beneficial ownership of such shares of Common Stock reported herein.
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Item 1.
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SECURITY AND ISSUER.
|
This statement on Schedule 13D Amendment No. 2 relates to the Common Stock, par value $0.001 per share, of the Company. The Company's principal executive office is located at 8708 Technology Forest Place, Suite 100, Woodlands, TX 77381.
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Item 2.
|
IDENTITY AND BACKGROUND.
|
(a) This statement is filed on behalf of Raptor Global, Altar Rock, the Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta.
(b) The address of the principal business office of each of Raptor Global, Altar Rock, the Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta is 50 Rowes Wharf, 6th Floor, Boston, MA 02110.
(c) Raptor Global, Altar Rock and the Manager are primarily engaged in the business of investing securities. The principal business of the General Partner is to serve as general partner to the
Manager. Group Holdings is a holding company and the managing member of the General Partner. The principal business of Holdco is to serve as general partner of Group Holdings. The principal business of RCM, Inc. is to serve as the managing member of Holdco.
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CUSIP No. 904572104
|
SCHEDULE 13D/A
|
Page
12
of 21 Pages
|
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, 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.
(f) Raptor Global and Altar Rock are trusts organized in the United States. The Manager and Group Holdings are limited partnerships organized under the laws of the State of Delaware. The General Partner and Holdco are limited liability companies organized under the laws of the State of Delaware. RCM Inc. is a corporation organized under the laws of the States of Delaware. Mr. Pallotta is a citizen of the United States.
Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Prior to the Stock Split and Offering (together, the "Reporting Events"), Raptor Global directly owned 15,424,958 shares of Common Stock and 5,934,812 warrants to purchase 5,934,812 shares of Common Stock (the “Warrants”). Altar Rock directly owned 131,229 shares of Common Stock and 50,490 Warrants. A total of 15,556,187 Shares and 5,985,302 Warrants were reported on Schedule 13D Amendment No. 1 by the Reporting Persons. The aggregate purchase price for the 15,556,187 Shares and 5,985,302 Warrants was approximately $9,112,597. The Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta do not directly own any Shares. The source of funds for the purchase the Shares and Warrants reported on Schedule 13D was (1) the working capital of the Master Fund and Altar Rock and (2) leverage provided through the Master Fund’s and Altar Rock’s prime brokers.
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Item 4.
|
PURPOSE OF TRANSACTION.
|
The Reporting Persons are filing this Schedule 13D Amendment No. 2 to represent their holdings after the Reporting Events. The Shares reported in this Schedule 13D were acquired for investment in the ordinary course of business. However, during the first half of 2009, The Raptor Global Portfolio Ltd. (now Raptor Global) determined to begin returning capital to its investors in anticipation of a winding-up, and is in the process of disposing of the remaining assets in its portfolio (including its interests in the Company). However, there is no particular timeframe for this disposition, and each of the Reporting Persons intends to continue to evaluate their respective investments in the Shares based on the Company's financial condition, results of operations and prospects as well as other then existing or anticipated facts and circumstances including general economic, market and other financial conditions. Accordingly, each of the Reporting Persons reserves the right to change its plans and intentions with respect to its investment in securities of the Company at any time, as it deems appropriate. In particular, each of the Reporting Persons may at any time and from time to time dispose of Shares or other securities of the Company. The Reporting Persons do not have any present plan or proposal that would relate to, or result in, any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
13
of 21 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D are hereby amended and restated as follows:
(a) Raptor Global directly owns 1,028,331 shares of Common Stock and 395,655 Warrants to purchase 395,655 shares of Common Stock. Altar Rock directly owns 8,749 shares of Common Stock and 3,366 Warrants to purchase 3,366 shares of Common Stock. The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,037,080 Shares and 399,021 Warrants, representing approximately 19.07% of the Company's outstanding Common Stock (based upon the 7,131,640 Shares stated to be outstanding by the Company as of December 20, 2010 in the Company's 424(B)(1) Prospectus and Form 8-K filed with the Securities and Exchange Commission on December 13, 2010 and December 21, 2010, respectively, and (ii) 399,021 shares of Common Stock (consisting of 399,021 shares of Common Stock subject to a currently exercisable warrant) deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise or conversion within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other shareholder of the Company does not exercise or convert herein within 60 days.
(b) The Reporting Persons have shared voting power with respect to 1,436,101 Shares.
(c) The Reporting Persons acquired all securities reported in this Schedule 13D as a result of the Agreement with the Company.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.
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On November 6, 2009, the Master Fund (now Raptor Global) surrendered and exchanged (i) 2,409,526 Shares of the Company’s Series B Preferred Stock (convertible into 12,047,632 shares of Common Stock) for 15,424,958 Shares of the Company’s Common Stock and (ii) 5,149,820 Warrants to purchase 5,149,820 shares of Common Stock for a purchase price of $1.24 per share for 5,934,812 Warrants to purchase 5,934,812 shares of Common Stock of Uni-Pixel, Inc. for a purchase price of $0.50 per share pursuant to the Agreement dated November 4, 2009.
Also pursuant to the Agreement, on November 6, 2009, Altar Rock surrendered and exchanged (i) 20,499 shares of the Company’s Series B Preferred Stock Common Stock (convertible into 102,496 shares of Common Stock) for 131,229 Shares of the Company’s Common Stock and (ii) 43,812 Warrants to purchase 43,812 Shares of the Company’s Common Stock for a purchase price of $1.24 per share for 50,490 Warrants to purchase 50,490 Shares of the Company’s C
ommon Stock for a purchase price of $0.50 per share.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 -- Joint Filing Agreement dated December 17, 2010, signed by each of the Reporting Persons in order to confirm that this statement is being filed on behalf of each of the Reporting Persons.
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
14
of 21 Pages
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2010
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RAPTOR CAPITAL MANAGEMENT LP
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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RAPTOR CAPITAL MANAGEMENT GP LLC
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By:
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RAPTOR GROUP HOLDINGS LP, its
managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
15
of 21 Pages
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RAPTOR GROUP HOLDINGS LP
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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RAPTOR HOLDCO GP LLC
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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RAPTOR CAPITAL MANAGEMENT, INC.
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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JAMES J. PALLOTTA
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
16
of 21 Pages
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THE RAPTOR GLOBAL PORTFOLIO LIQUIDATING TRUST
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By:
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RAPTOR CAPITAL MANAGEMENT LP, its investment manager,
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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THE ALTAR ROCK FUND LIQUIDATING TRUST
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By:
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RAPTOR CAPITAL MANAGEMENT LP, its investment manager,
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
17
of 21 Pages
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Schedule A
GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons' knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or 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 and (ii) none of the Instruction C Persons owns any Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.
REPORTING PERSON: RAPTOR CAPITAL MANAGEMENT, INC.
James J. Pallotta serves as Chairman of the Board of Directors, President and Managing Director of RCM, Inc. His business address is 50 Rowes Wharf, Boston, MA 02110. His principal occupation is serving as Chairman and Managing Director of Group Holdings. James J. Pallotta is a citizen of the United States of America.
Mr. David Ginsberg serves as director, Managing Director and Treasurer of RCM, Inc. His business address is 50 Rowes Wharf, Boston, MA 02110. His principal occupation is in managing and growing sports ventures. David Ginsberg is a citizen of the United States of America.
Mr. Robert Needham serves as the Chief Financial Officer and Secretary of RCM, Inc. His business address is 50 Rowes Wharf, Boston, MA 02110. His principal occupation is serving as Chief Financial Officer and Secretary of Group Holdings. Robert Needham is a citizen of the United States of America.
Ms. Rosemary McCormack serves as the General Counsel and Chief Compliance Officer of RCM, Inc. Her business address is 50 Rowes Wharf, Boston, MA 02110. Her principal occupation is serving as General Counsel and Chief Compliance Officer of Group Holdings. Rosemary McCormack is a citizen of the United States of America.
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
18
of 21 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 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.
DATED: December 22, 2010
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RAPTOR CAPITAL MANAGEMENT LP
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
19
of 21 Pages
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RAPTOR CAPITAL MANAGEMENT GP LLC
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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RAPTOR GROUP HOLDINGS LP
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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RAPTOR HOLDCO GP LLC
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
20
of 21 Pages
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RAPTOR CAPITAL MANAGEMENT, INC.
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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JAMES J. PALLOTTA
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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THE RAPTOR GLOBAL PORTFOLIO LIQUIDATING TRUST
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By:
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RAPTOR CAPITAL MANAGEMENT LP, its investment manager,
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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CUSIP No. 904572104
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SCHEDULE 13D/A
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Page
21
of 21 Pages
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THE ALTAR ROCK FUND LIQUIDATING TRUST
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By:
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RAPTOR CAPITAL MANAGEMENT LP, its investment manager,
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By:
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RAPTOR CAPITAL MANAGEMENT GP LLC,
its general partner;
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By:
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RAPTOR GROUP HOLDINGS LP,
its managing member;
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By:
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RAPTOR HOLDCO GP LLC,
its general partner;
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By:
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RAPTOR CAPITAL MANAGEMENT, INC.,
its managing member;
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By:
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JAMES J. PALLOTTA, its Chairman of
the Board of Directors, President and
Managing Director
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/s/ Rosemary McCormack
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Rosemary McCormack, Attorney in Fact for
James J. Pallotta
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