Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
UNXL > SEC Filings for UNXL > Form 8-K on 20-Jul-2012All Recent SEC Filings

Show all filings for UNI-PIXEL | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNI-PIXEL


20-Jul-2012

Other Events


ITEM 8.01. OTHER EVENTS.

The purpose of this Current Report on Form 8-K is to correct certain information relating to the reporting by Uni-Pixel, Inc. ("we", "us" or "our") of securities held by certain stockholders and our treatment of these stockholders as affiliates.

On February 13, 2007, we entered into a Securities Purchase Agreement with The Raptor Global Portfolio Ltd, The Altar Rock Fund L.P. and The Tudor BVI Global Portfolio L.P. (the "Series B Investors") pursuant to which we sold to the Series B Investors 3,200,000 shares of our Series B Convertible Preferred Stock and warrants to purchase, in aggregate, up to 455,954 shares of our common stock for a purchase price of $12,000,000. In conjunction with this offering, the Series B Investors were permitted to appoint two members to our Board of Directors. As a result of this transaction and because The Raptor Global Portfolio Ltd. and The Altar Rock Fund L.P. (the "Raptor Funds") were controlled by the same individuals and together appointed two members to our Board of Directors, we concluded that they were affiliates. The Series B Investors reorganized in 2008, which resulted in a transfer of the securities held by the Raptor Funds to their successors. The designees appointed to the Board by the Series B Investors resigned from the Board on April 3, 2009. No one was appointed to replace them.

Subsequent to January 1, 2009, the Raptor Funds transferred ownership of their common stock and warrants to The Raptor Global Portfolio Liquidating Trust and The Altar Rock Fund Liquidating Trust, respectively, and The Tudor BVI Global Portfolio L.P. transferred its ownership in the common stock and warrants to Legacy Asset Portfolio L.P.

On November 4, 2009, we entered into an Amended and Restated Conversion Agreement with the Series B Investors (or their successors), pursuant to which these security holders exchanged the Series B Convertible Preferred Stock and their warrants for 1,365,688 shares of common stock and warrants to purchase, in the aggregate, up to 525,454 shares of common stock.

While various documents we have filed with the Securities and Exchange Commission treated the securities held by the Raptor Funds as held by our affiliates, we believe that the Raptor Funds ceased to be affiliates in April 2009. Since that date, although the Raptor Funds, or their successors, The Raptor Global Portfolio Liquidating Trust and The Altar Rock Fund Liquidating Trust, collectively owned approximately 19% of our outstanding common stock, they have had no representation on our Board of Directors, no relationship with us other than through their ownership of our common stock, and no approval or veto power over any transaction in which we may engage distinct from their right, like our other stockholders, to vote their shares of common stock, and we have not needed their votes to meet the quorum requirements for a stockholders meeting or to approve proposals put before our stockholders. Therefore, we are filing this Current Report on Form 8-K to disclose that we have ceased to treat The Raptor Global Portfolio Liquidating Trust and The Altar Rock Fund Liquidating Trust as affiliates.


  Add UNXL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for UNXL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.