-----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, OK1a89ZopzbjWyPZtCONt1Zrmqd8OePOoJyF5Se+ObG4V2MFvgE2dgcHKVD9GOIz 5biLdn3wReZ3TPsvg+tYnQ== 0001144204-04-014478.txt : 20040915 0001144204-04-014478.hdr.sgml : 20040915 20040915092822 ACCESSION NUMBER: 0001144204-04-014478 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60235 FILM NUMBER: 041030757 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001296341 IRS NUMBER: 134150669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-541-5800X209 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v06741_sc13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) UTEK CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 91759P106 (CUSIP Number) September 9, 2004 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1 (b) [X] Rule 13d-1 (c) [_] Rule 13d-1 (d) The information required in 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). - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 420,229 shares of Common Stock SHARES BENEFICIALLY --------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH None REPORTING --------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 420,229 shares of Common Stock --------------------------------------------------------------- 8 SHARES DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,229 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.64% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1(a). Name of Issuer: UTEK Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 202 South Wheeler Street, Plant City, FL 33563, Attention: Dr. Cliff Gross Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC controls Laurus Master Fund, Ltd. Eugene Grin and David Grin are the sole members of Laurus Capital Management, LLC. Information related to each of Laurus Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: 825 Third Avenue, 14th Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share ("Common Stock") Item 2(e). CUSIP Number: 91759P106 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 420,229 shares of Common Stock (b) Percent of Class: 7.64% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 420,229 shares of Common Stock (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 420,229 shares of Common Stock (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. September 15, 2004 ------------------ Date /s/ David Grin -------------- Signature David Grin/Director ------------------- Name/Title APPENDIX A A. Name of business, principal business and address of corporation or other organization on which employment business and is conducted: Laurus Capital Management, LLC, controls Laurus Master Fund, Ltd. 825 Third Avenue, 14th Floor New York, New York 10022 B. Name: Eugene Grin Business 825 Third Avenue, 14th Floor Address: New York, New York 10022 Principal Director of Laurus Master Fund, Ltd. Occupation: Member of Laurus Capital Management, LLC Name of business, principal business and address of corporation or other organization on which employment business and is conducted: Laurus Master Fund, Ltd., investments in public companies 825 Third Avenue, 14th Floor New York, New York 10022 C. Name: David Grin Business 825 Third Avenue, 14th Floor Address: New York, New York 10022 Principal Director of Laurus Master Fund, Ltd. Occupation: Member of Laurus Capital Management, LLC Name of business, principal business and address of corporation or other organization on which employment business and is conducted: Laurus Master Fund, Ltd., investments in public companies 825 Third Avenue, 14th Floor, New York, New York 10022 Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ David Grin - -------------- David Grin Member September 15, 2004 /s/ Eugene Grin, on his individual behalf - ----------------------------------------- Eugene Grin September 15, 2004 /s/ David Grin, on his individual behalf - ---------------------------------------- David Grin September 15, 2004 -----END PRIVACY-ENHANCED MESSAGE-----