-----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, B3lm4gT4rVPMIjhno/j5YxeXknhaPRhz52+hfRa5am7zKymhgmUeaqSqG5evC6NK CBYSHGWNH0ZZcPW29h5GxQ== 0001144204-09-050632.txt : 20090929 0001144204-09-050632.hdr.sgml : 20090929 20090929172034 ACCESSION NUMBER: 0001144204-09-050632 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090929 DATE AS OF CHANGE: 20090929 GROUP MEMBERS: OPTIMUS CAPITAL PARTNERS LLC, DBA GROUP MEMBERS: OPTIMUS TECHNOLOGY CAPITAL PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VeriChip CORP CENTRAL INDEX KEY: 0001347022 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 061637809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82925 FILM NUMBER: 091093758 BUSINESS ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-805-8008 MAIL ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMUS CG II LTD CENTRAL INDEX KEY: 0001473409 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 310 444 4321 MAIL ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 SC 13G 1 v161617_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*

VeriChip Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)
 
  
92342V-10-5
  
  
(CUSIP Number)
  
 
September 29, 2009
(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 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 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).
 

     
 
(1)
NAMES OF REPORTING PERSONS
     
   
Optimus CG II, Ltd.
     
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) o
 
(b) o
 
(3)
SEC USE ONLY
     
     
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
     
 
Cayman Islands
NUMBER OF
(5) SOLE VOTING POWER
0
     
SHARES
   
     
BENEFICIALLY
(6) SHARED VOTING POWER
0
     
OWNED BY
   
     
EACH
(7) SOLE DISPOSITIVE POWER
1,300,000*
     
REPORTING
   
     
PERSON
(8) SHARED DISPOSITIVE POWER
0
     
WITH:
   
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,300,000*
(10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
 
     
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%*
     
 
(12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
     

* Consists of shares of common stock borrowed pursuant to a Sock Loan Agreement with an affiliated stockholder of the Issuer.
 

     
 
(1)
NAMES OF REPORTING PERSONS
     
   
Optimus Capital Partners LLC, dba
   
Optimus Technology Capital Partners LLC
     
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
27-0492860
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
 
(a) o
 
(b) o
 
(3)
SEC USE ONLY
     
     
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
     
 
Delaware
NUMBER OF
(5) SOLE VOTING POWER
0
     
SHARES
   
     
BENEFICIALLY
(6) SHARED VOTING POWER
0
     
OWNED BY
   
     
EACH
(7) SOLE DISPOSITIVE POWER
1,300,000*
     
REPORTING
   
     
PERSON
(8) SHARED DISPOSITIVE POWER
0
     
WITH:
   
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,300,000*
 
     
(10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
     
     
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%*
     
     
     
(12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
     
     
 
* Consists of shares of common stock borrowed pursuant to a Stock Loan Agreement with an affiliated stockholder of the Issuer.



Item 1(a).
Name of Issuer:
   
 
VeriChip Corporation
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
1690 South Congress Avenue, Suite 200
 
Delray Beach, Florida 33445
   
Item 2(a).
Name of Person Filing:
   
 
Optimus CG II, Ltd. (“Optimus CG”)
 
Optimus Capital Partners LLC, dba Optimus Technology Capital Partners LLC (“Optimus CP”)
   
Item 2(b).
Address of Principal Office or, if none, Residence:
   
 
The address of the principal office of Optimus CG is:
   
 
Cricket Square, Hutchins Drive
 
Grand Cayman KY1-1111
 
Cayman Islands
   
 
The address of the principal office of Optimus CP is:
   
 
11150 Santa Monica Boulevard, Suite 1500
 
Los Angeles, California 90025
   
Item 2(c).
Citizenship or Place of Organization:
   
 
Optimus CG is a Cayman Island exempted company.
 
Optimus CP is a Delaware limited liability company.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock
   
Item 2(e).
CUSIP Number:
 
  92342V-10-5
   

Item 3.
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

 
(a)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  

 
 
(e)
¨
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

 
(f)
¨
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

 
(g)
x
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
¨
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.  (As of September 29, 2009)

 
(a)
Amount beneficially owned: See item 9 of cover pages

 
(b)
Percent of class: See item 11 of cover pages

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote:

 
(ii)
Shared power to vote or to direct the vote:

 
(iii)
Sole power to dispose or to direct the disposition of:

 
(iv)
Shared power to dispose or to direct the disposition of:

See Items 5-8 of cover pages

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

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.

Optimus CG is the sole stockholder of Optimus CP.
  

 
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 that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Dated: September 29, 2009

 
OPTIMUS CG II, LTD.
 
     
 
By:
/s/ Terry Peizer
   
 
Name:  Terry Peizer
 
 
Title:  Managing Director of the sole stockholder
 
     
 
OPTIMUS CAPITAL PARTNERS, LLC
 
     
 
By:
/s/ Terry Peizer
   
 
Name:   Terry Peizer
 
 
Title:  Managing Director
 
     
 

 
EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Agreement among Optimus CG and Optimus CP as to joint filing of Schedule 13G
 

 
Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of September 29, 2009, is by and among Optimus CG II, Ltd. , and Optimus Capital Partners LLC, dba Optimus Technology Capital Partners LLC (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of VeriChip Corporation beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

 
OPTIMUS CG II, LTD.
 
     
 
By:
/s/ Terry Peizer
   
 
Name:  Terry Peizer
 
 
Title:  Managing Director of the Sole Stockholder
 
     
 
OPTIMUS CAPITAL PARTNERS, LLC
 
     
 
By:
/s/ Terry Peizer
   
 
Name:    Terry Peizer
 
 
Title:  Managing Director
 
 

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