UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
UNITY WIRELESS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001*
(Title of Class of Securities)
913347 10 0
(CUSIP Number)
DR. MEIR BAREL
C/O STAR VENTURES MANAGEMENT
POSSARTSTRASSE 9; D-81679 MUNICH, GERMANY
TELEPHONE NO.: 49 89 4194 300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
APRIL 22, 2008
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [_]
* 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 (the "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).
* AS SOME OF THE SECURITIES BENEFICIALLY OWNED BY THE REPORTING PERSONS ARE
SERIES B CONVERTIBLE NON-REDEEMABLE PREFERRED SHARES, PAR VALUE $0.001 PER
SHARE, OF THE ISSUER (THE "SERIES B SHARES"), AND EACH OF SUCH SERIES B SHARES
IS CURRENTLY CONVERTIBLE INTO 1,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER
SHARE, OF THE ISSUER (THE "SHARES"), THE FIGURES IN THIS STATEMENT ARE SHOWN ON
AN AS CONVERTED BASIS.
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Meir Barel
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Germany
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 70,095,928*
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
67,318,148**
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,318,148**
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%***
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes 2,777,780 Shares (including warrants exercisable into 1,666,668
Shares) held in trust for Elie Barr.
** Includes Series B Shares convertible into 40,397,944 Shares, Promissory Notes
convertible into 1,931,133 Shares, warrants exercisable into 18,296,847 Shares
and Debentures convertible into 2,530,111 Shares.
*** Based on 243,863,862 Shares outstanding (on an as converted basis),
consisting of 180,707,827 Shares outstanding as advised by the Issuer, Series B
Shares convertible into 40,397,944 Shares, Promissory Notes convertible into
1,931,133 Shares, warrants exercisable into 18,296,847 Shares and Debentures
convertible into 2,530,111 Shares. See Item 5.
2
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SVM Star Venture Capital Management Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 394,689
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
394,689
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,689
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 180,707,827 Shares outstanding as advised by the Issuer.
3
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SVM Star Ventures Managementgesellschaft mbH Nr. 3
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Germany
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 47,338,996*
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
44,561,216**
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,561,216**
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%***
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes 2,777,780 Shares (including warrants exercisable into 1,666,668
Shares) held in trust for Elie Barr.
** Includes Series B Shares convertible into 24,669,260 Shares, Promissory Notes
convertible into 1,931,133 Shares, warrants exercisable into 11,663,288 Shares
and Debentures convertible into 2,530,111 Shares.
*** Based on 221,501,619 Shares outstanding (on an as converted basis),
consisting of 180,707,827 Shares outstanding as advised by the Issuer, Series B
Shares convertible into 24,669,260 Shares, Promissory Notes convertible into
1,931,133 Shares, warrants exercisable into 11,663,288 Shares and Debentures
convertible into 2,530,111 Shares. See Item 5.
4
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Star-Seed Managementgesellschaft mbH
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
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
Germany
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 22,362,243*
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
22,362,243*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,362,243*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes Series B Shares convertible into 15,728,684 Shares and warrants
exercisable into 6,633,559 Shares.
** Based on 203,070,070 Shares outstanding (on an as converted basis),
consisting of 180,707,827 Shares outstanding as advised by the Issuer, Series B
Shares convertible into 15,728,684 Shares and warrants exercisable into
6,633,559 Shares. See Item 5.
5
SCHEDULE 13D
CUSIP NO. 913347 10 0
This Amendment No.2 amends and supplements the statement in respect of the
shares of Common Stock, par value $0.001 per share (the "Shares"), of Unity
Wireless Corporation (the "Issuer"), a Delaware corporation, filed by Mr. Meir
Barel ("Barel"), SVM Star Ventures Managementgesellschaft mbH Nr. 3 ("SVM3"),
and Star-Seed Managementgesellschaft mbH ("Star GmbH") with the Securities and
Exchange Commission on December 21, 2006 (the "Statement").
Capitalized terms used herein but not otherwise defined herein shall have
the meaning ascribed to such terms in the Statement.
The following amends and supplements Items 3, 4, 5, 6 and 7 of the
Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The additional Series B Convertible Non-redeemable Preferred Shares, par
value $0.001 per share, of the Issuer ("Series B Shares"), issued to the
Reporting Persons and reported hereunder were received from the Issuer as a
result of the transactions described in Item 4 of the Statement, which is
incorporated herein by reference.
The acquisition of the Promissory Notes (as defined in Item 4 below) in the
aggregate sum of $173,802 was funded by SVM 3 from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Under the terms of the transaction more fully described in Item 4 of the
Statement, the Issuer held in escrow a certain number of Series B Shares for the
benefit of its employees to be issued upon certain milestones and conditions. In
accordance with the terms of the Celletra Agreement (as defined in the
Statement), the 2,076,413 Series B Shares held in escrow were issued to the
Reporting Persons as the conditions and milestones set for the issuance to the
employees have not been met. No additional consideration is required from the
Reporting Persons for the issuance of these Series B Shares.
Additionally, SVM 3 acquired 12% Convertible Promissory Notes ("Promissory
Notes"), dated as of March 26, 2008, in consideration for an aggregate price of
$173,802. The Promissory Notes are convertible into shares of common stock by
dividing the principal amount and interest accrued thereon by the conversion
price of $0.09 per share. Consequently, the aggregate number of shares reported
as acquired hereunder (1,931,133 Shares) may generally increase until the full
repayment of the Promissory Notes. Subject to execution and closing of
definitive agreements, the Convertible Promissory Notes will be automatically
converted into convertible debentures. See Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
FOR BAREL:
(a), (b) Percentages are based on 243,863,862 Shares outstanding (on an as
converted basis), consisting of 180,707,827 Shares outstanding as advised by the
Issuer and 63,156,035 Shares (on an as converted basis) beneficially owned by
the Reporting Persons (in the aggregate). As of April 22, 2008, Barel may be
deemed the beneficial owner, and to share the power to vote and dispose of,
67,318,148 Shares (including Series B Shares convertible into 40,397,944 Shares,
Promissory Notes convertible into 1,931,133 Shares, warrants exercisable into
18,296,847 Shares and Debentures convertible into 2,530,111 Shares) beneficially
owned by SVM 3, Star Israel and Star GmbH representing approximately 27.61% of
the Shares outstanding (on an as converted basis) and the power to vote
additional 2,777,780 Shares (including warrants exercisable into 1,666,668
Shares) held in trust for Elie Barr by SVM3. Barel disclaims ownership of
2,777,780 Shares (including warrants exercisable into 1,666,668 Shares).
6
SCHEDULE 13D
CUSIP NO. 913347 10 0
FOR STAR ISRAEL:
(a), (b) Percentages are based on 180,707,827 Shares outstanding as advised by
the Issuer. Star Israel is the beneficial owner of the 394,689 Shares
representing approximately 0.22% of the Shares outstanding.
FOR SVM3:
(a), (b) Percentages are based on 221,501,619 Shares outstanding (on an as
converted basis), consisting of 180,707,827 Shares outstanding as advised by the
Issuer and 40,793,792 Shares (on an as converted basis). As of April 22, 2008,
SVM3 is the beneficial owner of, and shares the power to vote and dispose of,
44,561,216 Shares owned by itself or by its direct subsidiaries (including
Series B Shares convertible into 24,669,260 Shares, Promissory Notes convertible
into 1,931,133 Shares, warrants exercisable into 11,663,288 Shares and
Debentures convertible into 2,530,111 Shares) representing approximately 20.12%
of the Shares outstanding (on an as converted basis), as well as the power to
vote 2,777,780 (including warrants exercisable into 1,666,668 Shares) held in
trust for Elie Barr. SVM3 disclaims ownership of such 2,777,780 Shares.
FOR STAR GMBH:
(a), (b) Percentages are based on 203,070,070 Shares outstanding (on an as
converted basis) consisting of 180,707,827 Shares outstanding as advised by the
Issuer and 22,362,243 Shares (on an as converted basis). Seed GmbH is the
beneficial owner, and shares the power to vote and dispose of, 22,362,243 Shares
(including Series B Shares convertible into 15,728,684 Shares and warrants
exercisable into 6,633,559 Shares) representing approximately 11.01% of the
Shares outstanding (on an as converted basis).
For all Reporting Persons:
(c) Except as set forth herein in Item 4, within the last 60 days, the Reporting
Persons have not effected any transactions in the Shares.
(d) Except as set forth in this Item 5, no person other than the Reporting
Persons and Barr is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None, except as described under Item 4 above, which is incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Form of Promissory Note, dated March 26, 2008.
7
SCHEDULE 13D
CUSIP NO. 913347 10 0
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct. A joint filing agreement filed with the
SEC on December 21, 2006 is incorporated herein by reference.
Dated: May 1, 2008
/s/ Dr. Meir Barel
------------------
Dr. Meir Barel
SVM Star Venture Capital Management Ltd.
By: /s/ Dr. Meir Barel
----------------------
Dr. Meir Barel, Managing Director
SVM Star Ventures Managementgesellschaft mbH Nr. 3
By: /s/ Dr. Meir Barel
----------------------
Dr. Meir Barel, Managing Director
Star-Seed Managementgesellschaft mbH
By: /s/ Dr. Meir Barel
----------------------
Dr. Meir Barel, Managing Director
8