UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Genesis Group Holdings, Inc. |
(Name of issuer)
Common stock, par value $0.0001 per share |
(Title of class of securities)
(CUSIP number)
December 28, 2011 |
(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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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).
SCHEDULE 13G
CUSIP No. |
(1) |
Names of reporting persons
UTA Capital LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
27,937,140 (1) | ||||
(6) | Shared voting power
| |||||
(7) | Sole dispositive power
27,937,140 (1) | |||||
(8) | Shared dispositive power
| |||||
(9) |
Aggregate amount beneficially owned by each reporting person
27,937,140 (1) | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
17.15% | |||||
(12) |
Type of reporting person (see instructions)
OO (limited liability company) |
(1) Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
SCHEDULE 13G
CUSIP No. |
(1) |
Names of reporting persons
YZT Management LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
New Jersey | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
(6) | Shared voting power
27,937,140 (1) | |||||
(7) | Sole dispositive power
| |||||
(8) | Shared dispositive power
27,937,140 (1) | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
27,937,140 (1) | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
17.15% | |||||
(12) |
Type of reporting person (see instructions)
OO (limited liability company) |
(1) Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
SCHEDULE 13G
CUSIP No. |
(1) |
Names of reporting persons
Alleghany Capital Corporation | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
(6) | Shared voting power
27,937,140 (1) | |||||
(7) | Sole dispositive power
| |||||
(8) | Shared dispositive power
27,937,140 (1) | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
27,937,140 (1) | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
17.15% | |||||
(12) |
Type of reporting person (see instructions)
CO |
(1) Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
SCHEDULE 13G
CUSIP No. |
(1) |
Names of reporting persons
Alleghany Corporation | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
(6) | Shared voting power
27,937,140 (1) | |||||
(7) | Sole dispositive power
| |||||
(8) | Shared dispositive power
27,937,140 (1) | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
27,937,140 (1) | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
17.15% | |||||
(12) |
Type of reporting person (see instructions)
CO |
(1) Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
SCHEDULE 13G
CUSIP No. |
(1) |
Names of reporting persons
Udi Toledano | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
(6) | Shared voting power
27,937,140 (1) | |||||
(7) | Sole dispositive power
| |||||
(8) | Shared dispositive power
27,937,140 (1) | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
27,937,140 (1) | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
17.15% | |||||
(12) |
Type of reporting person (see instructions)
IN |
(1) Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
Item 1(a). | Name of Issuer: |
Genesis Group Holdings, Inc., a Delaware corporation (the Issuer)
Item 1(b). | Address of Issuers Principal Executive Offices: |
2500 N. Military Trail, Suite 275, Boca Raton, FL 33431
Item 2(a). | Name of Persons Filing: |
UTA Capital LLC
YZT Management LLC
Alleghany Capital Corporation
Alleghany Corporation
Udi Toledano
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal office of each of UTA Capital LLC, YZT Management LLC and Udi Toledano is located at 100 Executive Drive, Suite 330, West Orange, NJ 07052
The principal office of each of Alleghany Capital Corporation and Alleghany Corporation is located at 7 Times Square Tower, New York, New York 10036
Item 2(c). | Citizenship: |
UTA Capital LLC is a Delaware limited liability company
YZT Management LLC is a New Jersey limited liability company
Alleghany Capital Corporation is a Delaware corporation
Alleghany Corporation is a Delaware corporation
Udi Toledano is a citizen of the United States of America
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
Item 2(e). | CUSIP Number: |
N/A
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Item 4. | Ownership. |
(a) | Amount beneficially owned: |
Up to 27,937,140 shares of the Issuers common stock, subject to certain adjustments*
(b) | Percent of class: Approximately 17.15% of the Issuers fully-diluted common equity* |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or direct the vote: |
(ii) | Shared power to vote or direct the vote: 27,937,140* |
(iii) | Sole power to dispose or direct the disposition of: |
(iv) | Shared power to dispose or direct the disposition of: Up to 27,937,140* |
* | Under a Note and Warrant Purchase Agreement dated August 6, 2010 (such agreement, together with a promissory note issued in connection therewith, the Purchase Documents), UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuers common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuers fully-diluted common stock (the Warrant). Pursuant to a series of modifications of the Purchase Documents: (i) the Warrant was amended, effective as of 12/28/2011 to account for certain dilutive issuances, such that the Warrant is currently exercisable for 25,515,250 shares of the Issuers common stock at an exercise price of $0.02 per share, representing approximately 16% of the Issuers fully-diluted common stock; and (ii) UTA Capital LLC was to be issued (A) 1,282,084 shares of the Issuers common stock effective as of 2/14/2011, (B) 500,000 additional shares of the Issuers common stock effective as of 2/25/2011, (C) 292,439 additional shares of the Issuers common stock effective as of 6/25/2011 and (D) 347,367 additional shares of the Issuers common stock effective as of 12/31/2011. This Schedule 13G/A is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
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 the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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. | Certifications. |
By signing below I certify that, 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 their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
UTA Capital LLC | ||||||||||
By: |
YZT Management LLC, | |||||||||
Date: February 13, 2012 |
its managing member | |||||||||
By: | /s/ Udi Toledano | |||||||||
Udi Toledano | ||||||||||
its managing member | ||||||||||
YZT Management LLC | ||||||||||
By: | /s/ Udi Toledano | |||||||||
Udi Toledano | ||||||||||
its managing member | ||||||||||
Alleghany Capital Corporation | ||||||||||
By: | /s/Peter R. Sismondo | |||||||||
Peter R. Sismondo | ||||||||||
Vice President and Treasurer | ||||||||||
Alleghany Corporation | ||||||||||
By: | /s/Peter R. Sismondo | |||||||||
Peter R. Sismondo | ||||||||||
Vice President | ||||||||||
/s/ Udi Toledano | ||||||||||
Udi Toledano |
Exhibit Index
Exhibit 1 | Joint Filing Agreement dated as of February 13, 2012. |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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 13G/A (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Genesis Group Holdings, Inc., 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, hereby execute this Agreement this 13th day of February, 2012.
UTA Capital LLC | ||||||||||
By: |
YZT Management LLC, | |||||||||
Date: February 13, 2012 |
its managing member | |||||||||
By: | /s/ Udi Toledano | |||||||||
Udi Toledano | ||||||||||
its managing member | ||||||||||
YZT Management LLC | ||||||||||
By: | /s/ Udi Toledano | |||||||||
Udi Toledano | ||||||||||
its managing member | ||||||||||
Alleghany Capital Corporation | ||||||||||
By: | /s/Peter R. Sismondo | |||||||||
Peter R. Sismondo | ||||||||||
Vice President and Treasurer | ||||||||||
Alleghany Corporation | ||||||||||
By: | /s/Peter R. Sismondo | |||||||||
Peter R. Sismondo | ||||||||||
Vice President | ||||||||||
/s/ Udi Toledano | ||||||||||
Udi Toledano |