UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)
UTEK
CORPORATION
(Name
of Issuer)
Common Stock, $.01 par
value
(Title of
Class of Securities)
91759P106
(CUSIP
Number)
Clifford
M. Gross
3214 Polo
Place
Plant
City, FL 33566
(813)
393-0756
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
November 4,
2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which 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 Rule 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.
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).
|
CUSIP No.
91759P106
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clifford
M. Gross, Ph.D.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
526,604
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
526,604
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,604
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
__________
*Based on
11,627,927 shares of common stock outstanding as of November 5, 2009 as set
forth in UTEK Corporation’s Form 10-Q filed for the quarterly period ended
September 30, 2009
|
CUSIP No.
91759P106
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
526,604
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
526,604
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,604
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
__________
*Based on
11,627,927 shares of common stock outstanding as of November 5, 2009 as set
forth in UTEK Corporation’s Form 10-Q filed for the quarterly period ended
September 30,
2009
CUSIP
NO.:
91759P106
Introduction
This
Amendment No. 2 amends the Schedule 13D, originally filed on January 31, 2001
and amended on July 11, 2003 (the “Schedule 13D”) by Clifford M. Gross and
Elissa-Beth Gross (the “Reporting Persons”) and relates to shares of common
stock of UTEK Corporation, a Delaware corporation. This Amendment No. 2 is being
filed to update the information contained in the Schedule 13D as follows.
Further, this is the final amendment to the Schedule 13D and an exit filing for
the Reporting Persons.
ITEM
1. Security and Issuer
Item 1 of
the Schedule 13D is hereby replaced in its entirety as follows:
This
Schedule 13D relates to the common stock, $.01 par value, of UTEK Corporation, a
Delaware corporation (the “Company”). The principal executive offices of the
Company are located at 2109 Palm Avenue, Tampa, FL 33605.
ITEM
2. Identity and Background
Item 2 of
the Schedule 13D is hereby replaced in its entirety as follows:
(a)-(c)
This Amendment No. 2 is being filed by the Reporting Persons. Clifford M. Gross
is retired. Elissa-Beth Gross is a homemaker.
The
principal address of each Reporting Person is 3214 Polo Place, Plant City,
Florida 33566.
(d)-(e)
During the last five years, neither of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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 or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) The
Reporting Persons are U.S. Citizens.
ITEM
5. Interest in Securities of The Issuer
Item 5 of
the Schedule 13D is hereby replaced in its entirety as follows:
(a)
Clifford M. Gross and Elissa-Beth Gross have beneficial ownership over 526,604
shares of the Company’s common stock, or 4.5% of the outstanding shares, based
on 11,627,927 shares of common stock outstanding as of November 5, 2009 as set
forth in the Company’s Form 10-Q filed for the quarterly period ended September
30, 2009. The Reporting Persons may be deemed to have indirect beneficial
ownership over 14,700 shares (included in the 526,604 shares) held by their two
children, one of which is a minor and for whom the shares are held under the
Uniform Gifts to Minors Act.
(b)
Clifford M. Gross shares voting and disposition power over 526,604 shares, or
4.5% of the outstanding shares with his wife Elissa-Beth Gross. The Reporting
Persons have indirect beneficial ownership of 14,700 shares held by their two
children, one of which is a minor and for whom the shares are held under the
Uniform Gifts to Minors Act.
(c) On
November 4, 2009, November 5, 2009 and November 6, 2009, the Reporting Persons
entered into binding agreements to sell 1,425,350 shares of UTEK common stock in
private transactions for $2.05 per share.
(d) Not
applicable.
(e)
Following the transactions set forth in paragraph (c) to this Item 5, the
Reporting Persons cease to be the beneficial owner of more than five percent of
the common stock of UTEK Corporation. This is the final amendment to the
Schedule 13D and an exit filing for the Reporting Persons.
Item 7.
Material to be Filed as Exhibits
Exhibit
1-Joint Filing Agreement
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Date: November
15, 2009
Clifford
M. Gross
/s/Elissa-Beth Gross
Elissa-Beth
Gross
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Exhibit
1
Joint
Filing Agreement
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing of this Schedule 13D
(including amendments thereto) with respect to shares of common stock of UTEK
Corporation.
Date:
November 15, 2009
/s/ Clifford M.
Gross
Clifford
M. Gross
/s/Elissa-Beth
Gross
Elissa-Beth
Gross
Utek (AMEX:UTK)
過去 株価チャート
から 6 2024 まで 7 2024
Utek (AMEX:UTK)
過去 株価チャート
から 7 2023 まで 7 2024
