SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
United American Healthcare Corporation
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
90934C105
(CUSIP Number)
Eric M. Fogel, Esq.
Schuyler, Roche & Crisham, P.C.
130 East Randolph Street
Chicago, Illinois 60601
(312) 565-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 15, 2010
(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 that is the subject of this Schedule 13D, and is filing this Schedule because of Section 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).
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ JOHN M. FIFE |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) PF |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) x |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 663,575 |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER 663,575 |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ ILIAD RESEARCH AND TRADING, L.P. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 835,564 |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER 835,564 |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ ILIAD MANAGEMENT, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ FIFE TRADING, INC. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ ROBERT SULLIVAN |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable. |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ SCOTT LEECE |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable. |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
SCHEDULE 13D
| | | | | | |
CUSIP No. 90934C105 |
1 | | NAMES OF REPORTING PERSONS/ MATTHEW TOLMAN |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable. |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER |
| 8 | | SHARED VOTING POWER 1,499,139 |
| 9 | | SOLE DISPOSITIVE POWER |
| 10 | | SHARED DISPOSITIVE POWER 1,499,139 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,139 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.42% |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
Item 1. | Security and Issuer |
The Schedule 13D filed with the Securities and Exchange Commission on November 24, 2009, (the “Initial 13D”), by the Reporting Persons with respect to the Common Stock, par value $0.001 (the “Shares”), issued by United American Healthcare Corporation (the “Issuer”), is hereby amended to furnish the additional information set forth herein, and hereby amends Amendment No. 2 to 13D filed on or around January 11, 2010, and Amendment No. 1 to 13D filed on or around December 15, 2009. All capitalized terms contained herein, but not otherwise defined, shall have the meanings ascribed to such Items in the Initial 13D.
Item 2. | Identity and Background |
On January 22, 2010, Mr. Fife wrote a letter to the Secretary of the Issuer to indicate that he would nominate Mr. Robert Sullivan, Mr. Scott Leece and Mr. Matthew Tolman to serve as directors of the Issuer at the 2010 Annual Meeting scheduled for April 23, 2010, and any postponements thereof. Each of the three nominees are therefore “Reporting Persons” for purposes of this Schedule 13D.
Item 2 | is hereby amended to include the following at the end: |
Robert T. Sullivan, 62, is Chief Financial Officer of Chicago Venture Partners, LP, a private equity fund based in Chicago, IL. Mr. Sullivan has served as the CFO of Chicago Venture Partners, LP since 2002. Mr. Fife is also the CFO of Typenex Medical, LLC, and Pulse Systems, LLC, which are portfolio companies of Chicago Venture Partners, L.P.
From May 2004 until November of 2006, Mr. Sullivan served as the CFO of Iliad Management LLC, a Commodity Trading Advisor and Commodity Pool Operator. Iliad Management was a member of the National Futures Association. Iliad Management LLC served as an advisor to various managed futures accounts and managed three Commodity Pools, Iliad Capital LP, Iliad Diversified LP, and Iliad International, Inc. Fife Trading, Inc. closed the Commodity Pools and discontinued all advisory services on behalf of others in November of 2006. Mr. Sullivan has a B.S. from Roosevelt University (Chicago), and an M.B.A. from the University of Chicago.
Scott Leece, 33, is currently the General Manager of Typenex Medical LLC, a privately-held medical device company, which is controlled by Mr. Fife. Mr. Leece has been with Typenex since April 2008. Prior to his time at Typenex, he spent seven years at Cardinal Health in various roles in both marketing management and R&D. Mr. Leece graduated from the University of Illinois-Champaign with a B.S. in Chemical Engineering in 1998 and from the Kellogg School of Management with a M.B.A. in 2005. He currently resides in Chicago, IL.
Matthew Tolman, 34, is a licensed practicing lawyer who has spent the past five years serving as in-house counsel to several hedge funds and venture funds, including Fife Trading, Inc. and Iliad Research and Trading L.P., which are both controlled by Mr. Fife. Prior to his current positions, Mr. Tolman was in private law practice. Mr. Tolman holds a B.A. from Brigham Young University and a J.D. from Chicago-Kent College of Law.
Each of Mr. Sullivan, Leece and Tolman disclaim beneficial ownership of all Shares.
Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons hold, in the aggregate, 1,499,139 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons was $1,455,577.84 (including commissions). The source of funding for the purchase of these Shares was the personal funds of Mr. Fife.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Initial 13D is hereby amended to restate the first two paragraphs in their entirety and amend Item 5(c) to add additional purchases of Shares as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,499,139 Shares, representing approximately 18.42% of the Issuer’s outstanding Shares (based upon the 8,137,903 Shares stated to be outstanding
as of November 10, 2009, by the Issuer in Issuer’s Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on November 16, 2009).
(b) Mr. Fife has sole voting power and sole dispositive power with regard to 663,575 Shares. Iliad has sole voting and sole dispositive power with regard to 835,564 Shares. All Reporting Persons have shared voting power and shared dispositive power with regard to 1,499,139 Shares.
(c) The following table sets forth all transactions with respect to Shares by any of the Reporting Persons since the filing of the Initial 13D. All such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
| | | | | | |
Name of Reporting Person | | Date of Transaction | | No. of Shares Purchased | | Purchase Price per Share (U.S.$) |
| | | |
FIFE | | | | | | |
| | 1/15/2010 | | 225216 | | 1.0308 |
| | | |
ILIAD RESEARCH AND TRADING, L.P. | | | | | | |
| | | |
| | 1/8/2010 | | 5300 | | 1.02 |
| | 1/8/2010 | | 10910 | | 1.017 |
| | 1/11/2010 | | 15510 | | 1.03 |
| | 1/12/2010 | | 2500 | | 1.04 |
| | 1/13/2010 | | 7420 | | 1.033 |
| | 1/14/2010 | | 2050 | | 1.0246 |
Item 7. | Material to be Filed as Exhibits |
1. Joint Filing Agreement of the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
January 22, 2010
| | |
/S/ JOHN M. FIFE |
Name: | | John M. Fife |
|
Iliad Research and Trading, L.P. |
| |
By: | | Iliad Management, LLC, its general partner |
| |
By: | | Fife Trading, Inc., its manager |
| |
By: | | /S/ JOHN M. FIFE |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
Iliad Management, LLC |
| |
By: | | Fife Trading, Inc., its manager |
| |
By: | | /S/ JOHN M. FIFE |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
Fife Trading, Inc. |
| |
By: | | /S/ JOHN M. FIFE |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
/S/ ROBERT SULLIVAN |
Name: | | Robert Sullivan |
|
/S/ SCOTT LEECE |
Name: | | Scott Leece |
|
/S/ MATTHEW TOLMAN |
Name: | | Matthew Tolman |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of United American Healthcare Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 22nd day of January, 2010.
| | |
/s/ John M. Fife |
Name: | | John M. Fife |
|
Iliad Research and Trading, L.P. |
By: | | Iliad Management, LLC, its general partner |
By: | | Fife Trading, Inc., its manager |
| |
By: | | /s/ John M. Fife |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
Iliad Management, LLC |
| |
By: | | Fife Trading, Inc., its manager |
| |
By: | | /s/ John M. Fife |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
Fife Trading, Inc. |
| |
By: | | /s/ John M. Fife |
Name: | | John M. Fife |
Title: | | Authorized Signatory |
|
/s/ Robert Sullivan |
Name: | | Robert Sullivan |
|
/s/ Scott Leece |
Name: | | Scott Leece |
|
/s/ Matthew Tolman |
Name: | | Matthew Tolman |