-----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, H0m/fdJ6KoFFJqjdiJYSzGSoO87ou96oXqUu53qWj6hVUeSW9O9cQcFcOxnGPD5x /ZwIHaViR6cBdH65KaIniw== 0000891836-09-000010.txt : 20090108 0000891836-09-000010.hdr.sgml : 20090108 20090108164853 ACCESSION NUMBER: 0000891836-09-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 GROUP MEMBERS: PAUL TUDOR JONES, II GROUP MEMBERS: THE TUDOR BVI GLOBAL PORTFOLIO L.P. GROUP MEMBERS: TUDOR INVESTMENT CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUDOR INVESTMENT CORP ET AL CENTRAL INDEX KEY: 0000923093 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1275 KING STREET STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831-2936 MAIL ADDRESS: STREET 1: 1275 KING STREET STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831-2936 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Uni-Pixel CENTRAL INDEX KEY: 0001171012 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 752926437 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82035 FILM NUMBER: 09516166 BUSINESS ADDRESS: STREET 1: 11940 JOLLYVILLE RD., SUITE 200N CITY: AUSTIN STATE: TX ZIP: 77004 BUSINESS PHONE: 512 370-2839 MAIL ADDRESS: STREET 1: 11940 JOLLYVILLE RD., SUITE 200N CITY: AUSTIN STATE: TX ZIP: 77004 FORMER COMPANY: FORMER CONFORMED NAME: REAL ESTATEFOR LEASE COM INC DATE OF NAME CHANGE: 20020411 SC 13D/A 1 sc0004-09.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)* Uni-Pixel, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 904572104 --------- (CUSIP number) Tudor Investment Corporation Attn: Stephen N. Waldman, Esq. 1275 King Street Greenwich, CT 06831 Tel: (203) 863-6700 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 31, 2008 ----------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 10 Pages) - --------------------- *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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ---------------------- ---------------- CUSIP No. 904572104 13D Page 2 of 10 - ---------------------- ---------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Tudor Investment Corporation 22-2514825 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (See Instructions) (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___ - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 5,495,517 (see Item 5) OWNED BY EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.4%(1) (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - --------------- (1) This calculation is based on 22,897,418 shares of issued and outstanding common stock ("Common Shares") of Uni-Pixel, Inc. (the "Company") outstanding as of November 1, 2008 as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2008 (the "9/30/08 10-Q") plus 5,495,517 Common Shares that would result from conversion of Preferred Stock and Warrants held by the Reporting Persons (see Item 5). - ---------------------- ---------------- CUSIP No. 904572104 13D Page 3 of 10 - ---------------------- ---------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Paul Tudor Jones, II - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (See Instructions) (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___ - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 5,495,517 (see Item 5) OWNED BY EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.4%(2) (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - --------------- (2) This calculation is based on 22,897,418 Common Shares of the Company outstanding as of November 1, 2008 as reported in the 9/30/08 10-Q plus 5,495,517 Common Shares that would result from conversion of Preferred Stock and Warrants held by the Reporting Persons (see Item 5). - ---------------------- ---------------- CUSIP No. 904572104 13D Page 4 of 10 - ---------------------- ---------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) The Tudor BVI Global Portfolio L.P. (f/k/a/ The Tudor BVI Global Portfolio Ltd.) 98-0223576 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (See Instructions) (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___ - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 5,495,517 (see Item 5) OWNED BY EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,517 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 19.4%(3) (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- - --------------- (3) This calculation is based on 22,897,418 Common Shares of the Company outstanding as of November 1, 2008 as reported in the 9/30/08 10-Q plus 5,495,517 Common Shares that would result from conversion of Preferred Stock and Warrants held by the Reporting Persons (see Item 5). - ---------------------- ---------------- CUSIP No. 904572104 13D Page 5 of 10 - ---------------------- ---------------- ITEM 1. SECURITY AND ISSUER Item No. 1 is hereby deleted in its entirety and replaced with the following: The class of equity security to which this statement on Schedule 13D, as amended, relates is the common stock, par value $0.001 per share (the "Common Stock"), of Uni-Pixel, Inc., a corporation organized under the laws of the state of Delaware (the "Company"). The Company's principal offices are located at 11940 Jollyville Road, Suite 200N, Austin, TX 77004. This Amendment No. 2 amends the Schedule 13D filed February 23, 2007, as amended, by the Group (as defined below). This filing is not, and should not be deemed to be, an admission that the statement on Schedule 13D or that any Amendment thereto is required to be filed. ITEM 2. IDENTITY AND BACKGROUND. Item No. 2 is hereby deleted in its entirety and replaced with the following: This statement on Schedule 13D is being filed jointly on behalf of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Act of 1934, as amended (the "Act"): (i) Tudor Investment Corporation, a Delaware corporation ("TIC"). (ii) Paul Tudor Jones, II, a citizen of the United States ("Jones"). (iii) The Tudor BVI Global Portfolio L.P. (f/k/a The Tudor BVI Global Portfolio Ltd.), a Cayman Islands limited partnership ("BVI" and together with TIC and Jones, the "Group" or the "Reporting Persons" and each a "Reporting Person"). TIC is a money management firm that provides investment advice to BVI, among others. The principal employment of Jones is as Chairman and Chief Executive Officer of TIC, of which he owns a majority of the capital stock and voting securities. BVI is an investment fund that principally invests in debt, equity, derivative securities and other financial instruments for the benefit of the holders of its partnership, stock and other capital securities. The business address of TIC and Jones is c/o Tudor Investment Corporation, 1275 King Street, Greenwich, CT 06831. The business address of BVI is c/o CITCO Fund Services, Kaya Flamboyan 9, Curacao, Netherlands Antilles. The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such - ---------------------- ---------------- CUSIP No. 904572104 13D Page 6 of 10 - ---------------------- ---------------- employment is conducted and the citizenship of each natural person that is a director or executive officer of TIC is set forth on Schedule I hereto and is incorporated by reference herein. During the last five (5) years, no Reporting Person, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five (5) years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations, or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. The Reporting Persons are filing this statement on Schedule 13D jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Act. Pursuant to Rule 13d-4 of the Act, each of the Reporting Persons expressly declares that the filings of this statement on Schedule 13D shall not be construed as an admission that any such person is, for purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities held by any other person. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No amendment. ITEM 4. PURPOSE OF TRANSACTIONS. No amendment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item No. 5 is hereby deleted in its entirety and replaced with the following: The descriptions contained in Item 2 and Item 4 above are incorporated herein by reference. Pursuant to an agreement dated December 31, 2008, by and among TIC, James J. Pallotta ("Pallotta"), and others, TIC transacted a split-off of, among other entities, The Raptor Global Portfolio Ltd., a Cayman Islands corporation ("Raptor"), and The Altar Rock Fund L.P., a Delaware limited partnership ("Altar Rock") (such split-off, the "Split-off"). As a result of the Split-off, TIC: (i) no longer employs Pallotta as its vice chairman, (ii) is no longer the general partner of Altar Rock and (iii) is no longer involved, affiliated or associated with the management or operations of Raptor. As of January 1, 2009, Pallotta, separately from of TIC, manages and operates Altar Rock and Raptor as well as other funds and entities. As a result of the Split-off, Pallotta, Raptor and Altar Rock are no longer members of the Group. Following the Split-off, BVI held 769,974 Series B Convertible Preferred Stock of the Company (the "Preferred Stock"), which are convertible into 3,849,870 shares of Common Stock, and 1,645,647 warrants to purchase Common Stock (the "Warrants"). Assuming - ---------------------- ---------------- CUSIP No. 904572104 13D Page 7 of 10 - ---------------------- ---------------- conversion by BVI of the Preferred Stock and exercise of the Warrants, BVI holds approximately 19.4% of the Common Stock (collectively, the "Shares"). This calculation is based on 22,897,418 shares of Common Stock of the Company outstanding as of November 1, 2008 as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2008 plus the 5,495,517 additional shares of Common Stock that would result from conversion of the Preferred Stock and Warrants held by the Reporting Persons. Because TIC provides investment advisory services to BVI, TIC may be deemed to beneficially own the Shares owned by BVI. Because Jones is the controlling shareholder of TIC, Jones may be deemed to beneficially own the Shares deemed beneficially owned by BVI. Pursuant to Rule 13d-4 of the Act, each of the Reporting Persons expressly declares that the filings of this statement on Schedule 13D shall not be construed as an admission that any such person is, for purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, (i) the beneficial owner of any securities held by any other person, or (ii) the beneficial owner of any securities held or beneficially owned by any member of the Group other than such Reporting Person. The filing of this statement on Schedule 13D by each of the Reporting Persons shall not be considered an admission that such Reporting Person, for the purposes of Section 13(d) of the Act, is the beneficial owner of any Shares in which such Reporting Person does not have a pecuniary interest. Except as reported in this statement on Schedule 13D, the Reporting Persons have not engaged in any other transactions in the Company's securities in the past sixty (60) days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No amendment. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. No amendment. - ---------------------- ---------------- CUSIP No. 904572104 13D Page 8 of 10 - ---------------------- ---------------- SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the persons signing below, each person signing below certifies that the information set forth in this statement on Schedule 13D is true, complete and correct. Dated: January 8, 2009 TUDOR INVESTMENT CORPORATION By: \s\ Stephen N. Waldman ------------------------------------ Stephen N. Waldman Managing Director \s\ Paul Tudor Jones, II ---------------------------------------- Paul Tudor Jones, II THE TUDOR BVI GLOBAL PORTFOLIO L.P. (f/k/a The Tudor BVI Global Portfolio Ltd.) By: Tudor Investment Corporation, its trading advisor By: \s\ Stephen N. Waldman ------------------------------------ Stephen N. Waldman Managing Director - ---------------------- ---------------- CUSIP No. 904572104 13D Page 9 of 10 - ---------------------- ---------------- Schedule I EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS Schedule I is hereby deleted in its entirety and replaced with the following: I. Tudor Investment Corporation The name, residence or business address, present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each executive officer or director of TIC is set forth below. Unless otherwise indicated (i) the principal occupation or employment of such person is as an executive officer or director of TIC, (ii) the business address of such person is c/o TIC at the King Street address of TIC set forth under Item 2 of this Schedule 13D, (iii) such person is a citizen of the United States and (iv) to the knowledge of the Reporting Persons, such person does not beneficially own and has not had any transactions in the Common Stock. Principal Occupation/ Name Business Address - ---- --------------------- Paul Tudor Jones, II* Chairman of the Board, Chief Executive Officer of TIC. Mark F. Dalton Vice Chairman, Director, and President of TIC. John G. Macfarlane, III Director, Chief Operating Officer and Managing Director of TIC. Andrew S. Paul Director, Managing Director, General Counsel and Corporate Secretary of TIC. Robert P. Forlenza Director and Managing Director of TIC. Principal business address at Tudor Investment Corporation, 50 Rowes Wharf, 5th Floor, Boston, MA 02110. John R. Torell Director, Managing Director and Chief Financial Officer of TIC. - --------------- * See Item 5 of this Schedule 13D for a discussion of Jones' potential beneficial ownership of Common Stock. - ---------------------- ---------------- CUSIP No. 904572104 13D Page 10 of 10 - ---------------------- ---------------- Mark V. Houghton-Berry Director of TIC; Managing Director of Tudor Capital (U.K.), L.P., an affiliate of TIC located at The Great Burgh, Epsom, Surrey KT17 5XT, England. Mr. Houghton-Berry is a citizen of the United Kingdom. Mark Nicholson Director of TIC; Chief Executive Officer of Tudor Capital Australia Pty. Ltd., an affiliate of TIC located at Suite 11, 2-3 Shore Building, 13 Hickson Road, Sydney NSW, Australia 2000. Mr. Nicholson is a citizen of Australia. Richard L. Fisher Director of TIC. Mr. Fisher is Managing Director of Investments and Acquisitions and a Managing Director of Dunavant Enterprises, Inc., 3797 Getwell Road, Memphis, TN 38118. -----END PRIVACY-ENHANCED MESSAGE-----