| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | December 31, 2014 | | Estimated average burden | | hours per response | 0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O VICTORY PARK CAPITAL ADVISORS, LLC, 227 WEST MONROE STREET, SUITE 3900 | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2012 | 3. Issuer Name and Ticker or Trading Symbol
UNIGENE LABORATORIES INC
[UGNE]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|---|
|
Common Stock
|
4,844,497
|
I
|
See Footnote
|
|
Common Stock
|
4,302,967
|
I
|
See Footnote
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
|
|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Senior Secured Convertible Note
| 03/17/2011 | 03/17/2013 |
Common Stock
|
|
$
0.7
|
I
|
See Footnote
|
|
Senior Secured Convertible Note
| 03/17/2011 | 03/17/2013 |
Common Stock
|
|
$
0.7
|
I
|
See Footnote
|
| Explanation of Responses: |
|
|
|
|
|
Remarks:
|
| /s/ Richard Levy | 07/18/2012 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
rrd315197_356045.html
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby constitutes and appoints each
of Scott R. Zemnick, Mark D. Wood and Mark R. Grossmann, signing singly, the undersigned's true
and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to
the United States Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes,
passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) or Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, with respect to transactions in securities of
Unigene Laboratories, Inc. ("Unigene"), Forms 4 and 5 in accordance with Section 16(a) of the
Exchange Act and the rules thereunder;
(3) execute for and on behalf of the undersigned any Schedules 13D or 13G, and any amendments
thereto, relating to securities of Unigene, in accordance with Section 13 of the Exchange Act
and the rules thereunder;
(4) do and perform any
and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 4 or 5 or Schedule 13D or 13G, complete and
execute any amendment or amendments thereto, and file such form with the SEC and any stock
exchange or similar authority; and
(5) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
Each of the undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. Each of the
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned are no
longer required to file Forms 4 and 5 with respect to the undersigned's holdings of, and
transactions in, Unigene securities, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as
of this 18th day of July, 2012.
VICTORY PARK GP, LLC VICTORY PARK CREDIT OPPORTUNITIES
By: Jacob Capital, L.L.C., its manager INTERMEDIATE FUND, L.P.
By: Victory Park GP, LLC, its general partner
/s/ Richard Levy By: Jacob Capital, L.L.C., its manager
By: ---------------------------------
Name: Richard Levy /s/ Richard Levy
Its: Sole Member By: -----------------------------------------
Name: Richard Levy
VICTORY PARK CREDIT OPPORTUNITIES, L.P. Its: Sole Member
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
/s/ Richard Levy
By: ---------------------------------
Name: Richard Levy
Its: Sole Member
rrd315197_356046.html
Exhibit 99.1
Explanation of Responses
Reporting Person: Victory Park GP, LLC
Address: c/o Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
Issuer and Ticker Symbol: Unigene Laboratories, Inc. [UGNE]
Relationship of Reporting Director and 10% Owner
Person to Issuer:
Date of Event 7/16/12
Requiring Statement:
Explanation of Responses:
Effective as of July 16, 2012, pursuant to Redemption Agreements (the "Redemption Agreements")
entered into by Victory Park Credit Opportunities Master Fund, Ltd. ("Master Fund") with
Victory Park Credit Opportunities, L.P. ("Delaware Fund") and Victory Park Credit Opportunities
Intermediate Fund, L.P. ("Cayman Fund"), all of the investments of Master Fund, including the
Senior Secured Convertible Note and all 9,147,464 shares of Common Stock of the Issuer held by
Master Fund, were distributed to its shareholders Delaware Fund and Cayman Fund on a pro rata
basis based on the respective ownership percentages of the shares of Master Fund owned by such
shareholders as of July 16, 2012, in exchange for all of the shares of Master Fund owned by
Delaware Fund and Cayman Fund, respectively (the "Securities Distribution"). The estimated
portions
of the shares of Common Stock of the Issuer and the Senior Secured Convertible Note
distributed pursuant to the Redemption Agreements are as follows (the "Estimated Allocation"):
(i) to Delaware Fund, 4,844,497 shares of Common Stock of the Issuer and $14,799,767.00 in
principal amount (plus $752,321.48 in payment-in-kind interest accrued thereon through July 16,
2012) of the Senior Secured Convertible Note held by Master Fund, and (ii) to Cayman Fund, the
remaining 4,302,967 shares of Common Stock of the Issuer and the remaining $13,145,412.39 in
principal amount (plus $668,225.13 in payment-in-kind interest accrued thereon through July 16,
2012) of the Senior Secured Convertible Note held by Master Fund. The Estimated Allocation is
subject to adjustment based on the final calculation of the ownership percentages of the shares
of Master Fund owned by its shareholders as of July 16, 2012 at such time as the net asset
values of Master Fund, Delaware Fund and Cayman Fund are determined. The distributions of the
shares of Common Stock of the Issuer and portions of the Senior Secured Convertible Note by
Master Fund to Delaware Fund and Cayman Fund as a result of the Securities Distribution are
being separately reported on a Form 4 filed as of the date hereof by each of (i) Master Fund,
(ii) Victory Park Capital Advisors, LLC ("Capital Advisors"), as the investment manager for
Master Fund, (iii) Jacob Capital, L.L.C. ("Jacob Capital"), as the manager of Capital Advisors,
and (iv) Richard Levy, as the sole member of Jacob Capital.
Pursuant to that certain Amended and Restated Financing Agreement, dated as of March 16, 2010,
by and among the Issuer, the financial institutions party thereto as "Lenders" (including VPC
Fund II, L.P. ("VPC Onshore"), VPC Intermediate Fund II (Cayman), L.P. ("VPC Offshore"),
Delaware Fund and Cayman Fund) and Victory Park Management, LLC (an affiliate of each of VPC
Onshore, VPC Offshore, Delaware Fund, Cayman Fund, Capital Advisors, Victory Park GP, LLC ("GP
I"), Victory Park GP II, LLC ("GP II") and Jacob Capital), as administrative agent and
collateral agent for the Lenders and the Holders (as defined therein), Richard Levy was
appointed as a member of the board of directors of the Issuer (the "Board") effective March 17,
2010, and, subject to certain conditions, the Board is obligated to nominate Mr. Levy for
reelection to the Board at each meeting of stockholders of the Issuer at which directors are to
be elected. Accordingly, Richard Levy serves on the Board as a representative of each of VPC
Onshore, VPC Offshore, Delaware Fund, Cayman Fund, Capital Advisors, GP I, GP II and Jacob
Capital.
Each of VPC Onshore, VPC Offshore, Capital Advisors, GP II, Jacob Capital and Richard Levy
previously reported his or its interest in securities of the Issuer in filings under Section
16. In the future, VPC Onshore, VPC Offshore, Delaware Fund, Cayman Fund, Capital Advisors, GP
I, GP II, Jacob Capital and Richard Levy may jointly file Section 16 filings with respect to
securities of the Issuer.
JOINT FILER INFORMATION
Reporting Person: Victory Park Credit Opportunities, L.P.
Address: c/o Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
Designated Filer: Victory Park GP, LLC
Issuer and Ticker Symbol: Unigene Laboratories, Inc. [UGNE]
Relationship of Reporting Director and 10% Owner
Person to Issuer:
Date of Event 7/16/12
Requiring Statement:
VICTORY PARK CREDIT OPPORTUNITIES, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
/s/ Richard Levy
By: ------------------------------
Name: Richard Levy
Its: Sole Member
JOINT FILER INFORMATION
Reporting Person: Victory Park Credit Opportunities Intermediate Fund, L.P.
Address: c/o Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
Designated Filer: Victory Park GP, LLC
Issuer and Ticker Symbol: Unigene Laboratories, Inc. [UGNE]
Relationship of Reporting Director and 10% Owner
Person to Issuer:
Date of Event 7/16/12
Requiring Statement:
VICTORY PARK CREDIT OPPORTUNITIES
INTERMEDIATE FUND, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
/s/ Richard Levy
By: ------------------------------
Name: Richard Levy
Its: Sole Member