0001104659-09-025714.txt : 20090423 0001104659-09-025714.hdr.sgml : 20090423 20090423122522 ACCESSION NUMBER: 0001104659-09-025714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090423 DATE AS OF CHANGE: 20090423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Across America Financial Services, Inc. CENTRAL INDEX KEY: 0001389870 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 208097969 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84816 FILM NUMBER: 09765723 BUSINESS ADDRESS: STREET 1: 700 SEVENTEENTH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-1003 MAIL ADDRESS: STREET 1: 700 SEVENTEENTH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: University License Equity Holdings, Inc. CENTRAL INDEX KEY: 0001461938 IRS NUMBER: 841220697 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4740 WALNUT ST., SUITE 100 STREET 2: CAMPUS BOX 591 CITY: BOULDER STATE: CO ZIP: 80309 BUSINESS PHONE: 303-735-0621 MAIL ADDRESS: STREET 1: 4740 WALNUT ST., SUITE 100 STREET 2: CAMPUS BOX 591 CITY: BOULDER STATE: CO ZIP: 80309 SC 13D/A 1 a09-10526_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D [Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND

AMENDMENT THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 1)*

Across America Financial Services, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00501N 10 3

(CUSIP Number)

David N. Allen, Secretary

University License Equity Holdings, Inc.

4740 Walnut St., Suite 100

Campus Box 588

Boulder, CO 80309

(303) 735-1688

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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, as amended (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).

(Continued on following pages)

CUSIP No. 00501N 10 3

	1	Names of Reporting Persons University License Equity Holdings, Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds 00

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Colorado

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,427,834

			8	Shared Voting Power -0-

			9	Sole Dispositive Power 1,427,834

			10	Shared Dispositive Power -0-

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,427,834

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 6.01%

	14	Type of Reporting Person CO

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Statement on Schedule 13D (“Amendment No. 1”) amends and supplements the Statement on Schedule 13D initially filed with the Securities and Exchange Commission on April 15, 2009 (as amended, the “Schedule 13D”) by University License Equity Holdings, Inc. (the “Reporting Person”) with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Across America Financial Services, Inc., a Colorado corporation, which has its principal executive offices at 5350 South Roslyn, Suite 400, Greenwood Village, Colorado 80111(the “Issuer”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On March 31, 2009 the Issuer completed the acquisition of Apro Bio Pharmaceutical Corporation (“Apro”) pursuant to the terms of the Agreement of Merger and Plan of Reorganization, as amended (the “Merger Agreement”), among the Issuer, Apro and Across America Acquisition Corp., a wholly-owned subsidiary of the Issuer (“AAAC”). Under the terms of the Merger Agreement, AAAC was merged with and into Apro, and Apro became a wholly-owned subsidiary of the Issuer (the “Merger”). Pursuant to the terms of the Merger Agreement, the shareholders of Apro were issued a total of 18,210,295 shares of Common Stock in exchange for Apro capital stock in connection with the Merger. The Reporting Person was previously issued 728,895 shares of common stock of Apro in exchange for the license of certain technologies to Apro by CU, which were exchanged for 728,895 shares of Common Stock in connection with the Merger. An additional 698,939 shares of Common Stock were issued to the Reporting Person upon consummation of the Merger pursuant to the licensing of additional technology to Apro by CU. Additionally, pursuant to a Letter Agreement titled “Subscription and Three Year Lock Up Agreement” dated January 28, 2009 between Apro and the Reporting Person (the “Lock-Up Agreement”), the Reporting Person agreed to certain lock-up and leak-out terms. Pursuant to the Lock-Up Agreement, the Reporting Person will not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of any shares of Common Stock of the Issuer, or any securities convertible into or exchangeable for shares of Common Stock of the Issuer owned by the Reporting Person (the “Restricted Securities”) for the periods described therein without the consent of a representative of BOCO Investments, LLC. This restriction applies to the Restricted Securities for a period of three years after the closing of the Merger Agreement; provided, however, that after two (2) years, the Reporting Person may sell up to five percent (5%) of the Restricted Securities every quarter during the third year. Notwithstanding the foregoing, if at any time after fifteen (15) months from the closing of the Merger Agreement, the closing price of the Common Stock on any particular trading market is above $3.00 per share for 25 out of 30 consecutive trading days with an average daily trading volume in excess of 250,000 shares, the Reporting Person may sell up to ten percent (10%) of the Restricted Securities in every quarter that such conditions are met.

The description of each of the Merger Agreement and the Lock-Up Agreement is qualified in its entirety by the provisions of each such agreement attached to this Schedule 13D as an exhibit.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: As more fully described in Item 3 above, the shares of Common Stock were acquired by the Reporting Person in connection with the closing of the Merger, which resulted in a material acquisition by, and a change in control of the Issuer. Other than the Merger Agreement, that certain Subscription Agreement between Apro and the Reporting Person dated May 15, 2006, as amended by an Amendment to Subscription Agreement between the parties dated March 17, 2009 (the “Subscription Agreement”), and the Lock-Up Agreement, the Reporting Person has not entered into any 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. The description of each of the Merger Agreement, the Subscription Agreement and the Lock-Up Agreement is qualified in its entirety by the provisions of each such agreement attached to this Schedule 13D as an exhibit. CU also entered into an Exclusive License Agreement with Apro dated May 15, 2006, a Sponsored Research Agreement with Apro dated May 15, 2006, a Services Agreement between with Apro dated June 18, 2007, an Exclusive License Agreement with Apro (when Apro was known as MaxCure Pharmaceuticals, Inc.) dated March 31, 2008, and an Exclusive License Agreement with Apro dated November 12, 2008, the descriptions of each of which is qualified in its entirety by the provisions of such agreement attached to this Schedule 13D as an exhibit.

Item 7.	Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding a new Exhibit No. 8 as follows: 8. Letter Agreement titled “Subscription and Three Year Lock Up Agreement” dated January 28, 2009 between Apro and the Reporting Person.

* * * * *

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.

	Date: April 22, 2009


		UNIVERSITY LICENSE EQUITY HOLDINGS, INC.

		/s/ David N. Allen
		David N. Allen, Secretary

EX-8 2 a09-10526_1ex8.htm EX-8

Exhibit 8

Apro Bio Pharmaceutical Corporation

5350 South Roslyn, Ste 400

Greenwood Village, CO 80111

Fax (303) 867-3416

Re: Subscription and Three Year Lock Up Agreement

Ladies and Gentlemen:

This agreement is made in connection with the proposed merger of Apro Bio Pharmaceutical Corporation (“Apro”) with and into Across America Financial Services, Inc. (“Across America”) pursuant to a Agreement of Merger and Plan of Reorganization dated November 17, 2008 between Apro and Across America, whereby Across America will issue to Apro 18,189,462 shares of its common stock in exchange for all of the outstanding common stock of Apro. Apro will distribute the shares of Across America issued to it to its shareholders in exchange for their shares of common stock in Apro. The Agreement of Merger and Plan of Reorganization has been approved by the shareholders of Apro. Apro and Across America shall be referred to herein as the “Company”).

In consideration of the offer of shares of Across America to me in exchange for my shares of Apro, and of other valuable consideration, the receipt of which is hereby acknowledged, I agree as follows:

1. Consent to Share Exchange. I hereby consent to the exchange of my shares of common stock of Apro for shares of the common stock of Across America in the proportions as stated in the Agreement of Merger and Plan of Reorganization, a copy of which is attached hereto as Exhibit A, and I accept receipt of the common shares of Across America (the “Shares”) in full consideration for my common shares of Apro. In connection with such share exchange, I represent and warrant as follows:

(a) I have full right, power and authority to deliver such Apro Common Stock and this Agreement;

(b) the delivery of my Apro Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which I am bound or affected; and

(c) I have good, valid and marketable title to all shares of Apro Common Stock indicated herein and I am not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock.

2. Representations Regarding Accredited Investor Status and Suitability. I hereby acknowledge, represent and warrant to and agrees with, the Company as follows:

(a) I understand that the share exchange is being made pursuant to one or more exemptions from the Securities Act of 1933 (the “Act”). I represent and warrant to the Company, as the issuer of the Shares, that I am an “Accredited Investor” as defined in Regulation D because I come within any one or more of the following categories (please initial each applicable category):

i. o

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business

		Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets’ in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

ii. o		Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

iii. x		Any organization described in section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

iv. o		Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

v. o		Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

vi. o		Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

vii. o		Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); or

viii. o		Any entity in which all of the equity owners are accredited investors.

(b) I understand that the share exchange is intended to be exempt from registration under the Ac by virtue of Section 4(2) and/or 4(6) of the Act and/or the provisions of Regulation D promulgated thereunder and, in accordance therewith and in furtherance thereof, I represent and warrant to and agree with the Company as follows:

(i) I have received the Agreement of Merger and Plan of Reorganization, have carefully reviewed it and the exhibits attached thereto and documents referenced therein, and understand and have relied on the information contained therein and information otherwise provided to me in writing by the Company relating to the Agreement of Merger and Plan of Reorganization;

(ii) I understand and acknowledge that all documents, records and books pertaining to the Agreement of Merger and Plan of Reorganization have been made available by the Company for inspection by the undersigned’s attorney(s), accountant(s) and/or other advisors;

(iii) I and/or my advisor(s) have had a reasonable opportunity to review all publicly available information concerning the Company, including the Agreement of Merger and Plan of Reorganization, ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Agreement of Merger and Plan of Reorganization and the Company, and hereby acknowledge that all such questions have been answered to my full satisfaction;

(iv) No oral or written representations have been made or oral or written information furnished to mr or my advisor(s) in connection with the Agreement of Merger and Plan of Reorganization, which were in any way inconsistent with the information stated in the Agreement of Merger and Plan of Reorganization;

(v) I am not engaging the share exchange as a result of any advertisement, article, notice, press release or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or any solicitation of a subscription by a person not previously known to me in connection with investments in securities generally;

(vi) If I am a natural person, I have reached the age of majority in the state in which I reside, have adequate means of providing for my current needs and personal contingencies, am able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, have no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;

(vii) I have, or together with my advisor(s) have, such knowledge and experience in financial, tax and business matters so as to enable me to utilize the information made available to me in connection with the Share Exchange in order to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto;

(viii) I am not relying on the Company with respect to the tax and other economic considerations of this investment. In regard to such considerations, I have relied on the advice of, or has consulted with, only my own advisors;

(ix) I am acquiring the Shares solely for my own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;

(x) I will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully understand and agree that I must bear the economic risk of the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available; and

(xi) I understand that the Company is under no obligation to register the Shares on behalf of me or to assist me in complying with any exemption from registration under the Act.

(c) I recognize that an investment in the Shares involves a number of significant risks, including those set forth under the captions “RISK FACTORS” in the Company’s most recent Form 10-KSB and other periodic filings.

(d) If the undersigned is a corporation, partnership, trust or other entity, it is authorized and qualified to engage in the share exchange, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.

(e) If the undersigned is a corporation, a partnership or a limited liability company, the person signing this Subscription and Lock Up Agreement on its behalf hereby represents and warrants that the information contained herein completed by any shareholders of such corporation, partners of such partnership or members or managers of such limited liability company is true and correct with respect to such shareholders, partners, members or managers (and if any such shareholder, partner, member or manager is itself a corporation, partnership or limited liability company, with respect to all persons having an interest in such corporation, partnership or limited liability company, whether directly or indirectly) and that the person signing this Subscription and Lock Up Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained herein.

3. Lock Up Agreement

(a) I will not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (the “Resale Restrictions”) any shares of Common Stock of the Company, or any securities convertible into or exchangeable for shares of Common Stock of the Company, that I beneficially own or otherwise hold by me as of the date of this letter, or which I may acquire pursuant to the Agreement of Merger and Plan of Reorganization, or which are issuable upon exercise of options, warrants, or other convertible securities held by me on such dates, (collectively, the “Restricted Securities”) for the period specified hereafter without the prior written consent of a representative of BOCO Investments, LLC. Such restrictions shall apply to the Restricted Securities for a period of three years after the closing date of the Agreement of Merger and Plan of Reorganization, provided, however, that after two (2) years, I may sell up to five percent (5%) of the Restricted Securities every quarter during the third year. As a reasonable means of ensuring compliance with the terms of this Agreement, the undersigned further agrees that the Company may instruct the transfer agent for the Restricted Securities to place a transfer restriction on such transfer agent’s records,

(b) Notwithstanding the foregoing, if, at any time after fifteen (15) months from the closing date of the Agreement of Merger and Plan of Reorganization, the closing price of the Company’s common stock is above $3.00 per share for 25 out of 30 consecutive trading days with an average daily trading volume in excess of 250,000 shares, I may sell up to ten percent (10%) of the Restricted Shares in every quarter that these conditions are met.

(c) Notwithstanding the foregoing, if I am an individual, I may transfer any or all of the Restricted Securities either during my lifetime or on my death by will or intestacy to my immediate family or to a trust, beneficiaries of which are exclusively me, a member or members of my immediate family; provided, however, that in any such case it shall be a condition of the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. For purposes of this paragraph, “immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

3. In addition, notwithstanding the foregoing, if I am a partnership, the partnership may transfer any Restricted Securities to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, and any partner who is an individual may transfer Restricted Securities by gift, will or intestate succession to his or her immediate family (as defined above) or ancestors. If I am a corporation, the corporation may transfer Restricted Securities to any shareholder of such corporation and any shareholder who is an individual may transfer Restricted Securities by gift, will or intestate succession to his or her immediate family (as defined above) or ancestors. Notwithstanding anything else herein to the contrary, in an such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and

holding the Restricted Securities subject to the provisions of this Agreement and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.

4. I recognize that the offer of the Shares in the Company was based upon my representations and warranties contained above and hereby agree to indemnify the Company and to hold it harmless against any and all liabilities, costs, or expenses (including reasonable attorneys’ fees) arising by reason of, or in connection with, any misrepresentation or any breach of such warranties by the undersigned, or arising as a result of the sale or distribution of the Shares by me in violation of the Securities Act of 1933, as amended, or any other applicable law. Further, in the event that any dispute were to arise in connection with this Agreement or with the undersigned’s investment in the Company, I agree, prior to seeking any other relief at law or equity, to submit the matter to binding arbitration in accordance with the rules of the American Arbitration Association at a place to be designated by the Company.

Very truly yours,

By:	/s/ David N. Allen
	Signature

UNIVERSITY LICENSE EQUITY HOLDINGS INC

Secretary
Title of signing entity

Restricted Securities subject to this Agreement:

728,895 shares of Apro exchanged for 728,895 shares of Across America