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. 1)
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)
MAY 17, 2007
(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 66,088,382 *
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0 *
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
66,088,382 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,088,382 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 19,963,515 Shares and debentures
convertible into 2,530,111 Shares.
** Based on 184,789,238 Shares outstanding (consisting of 162,295,612 Shares
outstanding (on an as converted basis) as disclosed in the Issuer's Form
10-QSB filed with the Securities and Exchange Commission ("SEC") on May 15,
2007, warrants exercisable into 19,963,515 Shares and debentures
convertible into 2,530,111 Shares).
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 162,295,612 Shares outstanding (on an as converted basis) as
disclosed in the Issuer's Form 10-QSB filed with the SEC on May 15, 2007.
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 44,134,628 *
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
44,134,628 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,134,628 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 13,329,956 Shares and debentures
convertible into 2,530,111 Shares.
** Based on 178,155,679 Shares outstanding (consisting of 162,295,612 Shares
outstanding (on an as converted basis) as disclosed in the Issuer's Form
10-QSB filed with the SEC on May 15, 2007, warrants exercisable into
13,329,956 Shares and debentures convertible into 2,530,111 Shares).
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 21,559,065 *
OWNED BY EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
21,559,065 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,559,065 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 6,633,559 Shares.
** Based on 168,929,171 Shares outstanding (consisting of 162,295,612 Shares
outstanding (on an as converted basis), as disclosed in the Issuer's Form
10-QSB filed with the SEC on May 15, 2007, and warrants exercisable into
6,633,559 Shares).
5
SCHEDULE 13D
CUSIP NO. 913347 10 0
ITEM 1. SECURITY AND ISSUER.
This Amendment No.1 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 Venture Capital Management Ltd. ("Star Israel"), 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 acquisition of 1,111,112 Shares (and warrants exercisable into
1,666,668 Shares for no additional consideration) for the aggregate sum of
US$100,000.08 beneficially owned by Barel and SVM3 (as more fully described in
Item 4 below) was funded by SVM3 from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
On May 13, 2007 SVM3 and Elie Barr ("Barr") entered into a Board
Designation and Trust Agreement (the "Agreement") under which Barr will be
appointed as a member of the Issuer's board of directors for an unlimited period
of time. The Agreement is attached hereto as Exhibit 1.
In consideration of his services, Barr will receive a monthly fee of
US$3,000. As additional consideration, SVM3 shall subscribe to purchase Issuer's
shares ("Trust Shares") and warrants ("Trust Warrants") for an aggregate
purchase price of US$100,000. The Trust Shares and Trust Warrants will be held
in trust by SVM3 and together with proceeds from any sales thereof shall be
maintained by SVM3 in a separate securities account. Barr shall be entitled to
receive Excess Trust Proceeds (as defined in the Agreement attached hereto)
subject to a vesting period of 36 (thirty six) months beginning on the date he
is appointed to the Issuer's board of directors.
Barr may, from time to time, instruct SVM3 to sell Trust Shares in a broker
transaction in the public market and the proceeds shall be deposited in the
separate securities account. SVM3 shall be obligated to sell Trust Shares and
Trust Warrant Shares if at the time of sale it concludes that such sales are in
compliance with all applicable laws and regulations. In the event of termination
of the Agreement prior to full vesting, the unvested part of the Trust Shares
and Trust Warrants, along with the unvested portion of the Excess Trust
Proceeds, shall be distributed to SVM3.
Additionally, SVM3 may, at its sole discretion, elect to grant Barr a
success bonus in an amount of up to US$50,000 based on parameters to be
determined by SVM3.
For the avoidance of any and all doubt, while acting as a member of the
board of directors, Barr's duty of loyalty and duty of care shall be owed to the
Company.
6
SCHEDULE 13D
CUSIP NO. 913347 10 0
THE FOREGOING DESCRIPTION OF THE AGREEMENT DOES NOT PURPORT TO BE COMPLETE
AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, THE PROVISIONS
OF THE AGREEMENT FILED AS EXHIBIT HERETO (SEE ITEM 7), WHICH IS INCORPORATED
HEREIN BY REFERENCE.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
FOR BAREL:
(a), (b) Percentages are based on 184,789,238 Shares outstanding (on an as
converted basis), consisting of 162,295,612 Shares outstanding as of May 15,
2007, as reported in the Issuer's Form 10-QSB filed with the SEC on May 15,
2007, and 22,493,626 Shares (on an as converted basis) beneficially owned by the
Reporting Persons (in the aggregate). As of May 17, 2007, Barel may be deemed
the beneficial owner, and to share the power to vote and dispose of, 63,310,602
Shares (including 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 34.26% of the Shares outstanding (on an as
converted basis) and the power to vote 2,777,780 (including warrants exercisable
into 1,666,668 Shares) held in trust for Barr by SVM3. Barel disclaims ownership
of 2,777,780 Shares (including warrants exercisable into 1,666,668 Shares).
FOR STAR ISRAEL:
(a), (b) Percentages are based on 162,295,612 Shares outstanding (on an as
converted basis) as of May 15, 2007, as reported in the Issuer's Form 10-QSB
filed with the SEC on May 15, 2007. Star Israel is the beneficial owner of the
394,689 Shares representing approximately 0.24% of the Shares outstanding (on an
as converted basis).
FOR SVM3:
(a), (b) Percentages are based on 178,155,679 Shares outstanding (on an as
converted basis), consisting of 162,295,612 Shares outstanding as of May 15,
2007, as reported in the Issuer's Form 10-QSB filed with the SEC on May 15,
2007, and 2,777,780 Shares (on an as converted basis) held in trust for Barr.
As of May 17, 2007, SVM3 is the beneficial owner of, and shares the power to
vote and dispose of, 41,356,848 Shares owned by itself (including warrants
exercisable into 11,663,288 Shares) representing approximately 23.21% 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 Barr. SVM3 disclaims ownership of such 2,777,780 Shares.
FOR STAR GMBH:
(a), (b) Percentages are based on 168,929,171 Shares outstanding (on an as
converted basis) consisting of 162,295,612 Shares outstanding as of May 15,
2007, as reported in the Issuer's Form 10-QSB filed with the SEC on May 15,
2007, and warrants exercisable into 6,633,559 Shares. Seed GmbH is the
beneficial owner, and shares the power to vote and dispose of, 21,559,065 Shares
representing approximately 12.76% of the Shares outstanding (on an as converted
basis).
For all Reporting Persons:
(c) Except as set forth herein, within the last 60 days, the Reporting Persons
have not effected any transactions in the Shares.
6
SCHEDULE 13D
CUSIP NO. 913347 10 0
(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 Board Designation and Trust Agreement
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 29, 2007
/s/ Dr. Meir Barel
------------------
Dr. Meir Barel
SVM Star Venture Capital Management Ltd.
By: /s/ Dr. Meir Barel
----------------------
Dr. Meir Barel, 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