-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgCH4R7Syjs/ZWz6ngzks8vPfFDCeeQp1OUIv7qiPwAg2e+XjN6kAlYvIImPlhnK 5c/nwhcmrt0EkTuKJ7QXMw== 0000950136-04-000649.txt : 20040304 0000950136-04-000649.hdr.sgml : 20040304 20040304160207 ACCESSION NUMBER: 0000950136-04-000649 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN JERRY E CENTRAL INDEX KEY: 0001281920 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: W 6654 COUNTY HIGHWAY CITY: CASCADE STATE: WI ZIP: 53011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTEK CORP CENTRAL INDEX KEY: 0001098482 IRS NUMBER: 563603677 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60235 FILM NUMBER: 04648974 BUSINESS ADDRESS: STREET 1: 202 SOUTH WHEELER STREET CITY: PLANT CITY STATE: FL ZIP: 33563 BUSINESS PHONE: 8137544330 MAIL ADDRESS: STREET 1: 202 SOUTH WHEELER STREET CITY: PLANT CITY STATE: FL ZIP: 33563 SC 13D 1 file001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______)* UTEK CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 91759p-10-6 - -------------------------------------------------------------------------------- (CUSIP Number) Jerry Friedman West 6654 County Road V Cascade, Wisconsin 53011 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 23, 2004 - ------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240. l3d-1(f) or 240.1 3d-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 ss.240.13d-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). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID 0MB CONTROL NUMBER. CUSIP No: 147910 10 3 1. Names of Reporting Persons: Jerry Friedman I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ................................................. [ ] (b) ................................................. [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- 7. Sole Voting Power: 313,000 shares ------------------------------------------------------------- Number of Shares 8. Shared Voting Power: 0 Beneficially ------------------------------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: 313,000 Person with ------------------------------------------------------------- 10. Shared Dispositive Power: 0 ------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 313,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN ................................................................................. Note 1. As described in the response to Item 5 of this Schedule 13D, which is incorporated by reference herein, certain of the securities listed are held in the name of Jerry Friedman IRA. Page 2 of 5 CUSIP No. 147910 10 3 - --------------------- ITEM 1. SECURITY AND ISSUER The class of equity security to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of UTEK CORPORATION., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer are 202 S. Wheeler Street, Plant City, Fl 33563 ITEM 2. IDENTITY AND BACKGROUND (a) Names of Reporting Persons: This statement on Schedule 13D (this "Statement") is being filed by Mr. Jerry Friedman (the "Reporting Persons"). (b) Residence or business address: The business address of each of the Reporting Persons is West 6654 County Road V, Cascade Wisconsin 53011. (c) The present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted by Mr. Friedman is retired investor. He conducts his activities from his residence. (d) - (e) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or is subject to a judgment, decree or final order enjoining future violations of, 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 is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The securities were purchased by the Reporting Person with his personal funds. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons holds its shares of Common Stock and securities convertible into shares of Common Stock for general investment purposes. The Reporting Person or affiliates of the Reporting Person, may from time to time acquire additional shares of Common Stock in open market or negotiated block transactions, consistent with their investment purposes or may acquire additional securities of the Issuer through private transactions, which securities may be convertible into additional shares of Common Stock. Additionally, the Reporting Person may from time to time sell its shares of Common Stock in open market transactions or in negotiated block sales to one or more purchasers, consistent with its investment purpose. However, the Reporting Person does not currently have plans or proposals which relate to, or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Page 3 of 5 Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As a result of the Reporting Person's purchase of an aggregate of 100,000 shares of Common Stock in on or about February 23, 2004 from the Issuer in a private placement transaction, the Reporting Person may be deemed to be the beneficial owner of 313,000 shares of Common Stock. Such number of shares of Common Stock constitutes approximately 6% of the issued and outstanding shares of Issuer's Common Stock based on the number of shares of Issuer's Common Stock outstanding as of February 23, 2004 and giving effect to the purchase of the securities held by Reporting Person. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all such shares of Common Stock of the Issuer. (c) Except as described in Item 5(a), the Reporting Person has not effected any transactions in the Issuer's Common Stock during the past sixty days. (d) To the Reporting Persons' knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Reporting Persons reported on herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further none of the Issuer's securities beneficially owned by the Reporting Person are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities. Page 4 of 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed hereto: None Signature After reasonable inquiry and to the best of my knowledge and belied, I certify that the information set forth in this statement is true, complete and correct. Date: March 3, 2004 /s/ Jerry Friedman - --------------------------- Signature Jerry Friedman - --------------------------- Name 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 purposed 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) Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----