- Statement of Ownership (SC 13G)
29 Settembre 2009 - 11:20PM
Edgar (US Regulatory)
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)
|
|
|
|
|
|
|
(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)
|
|
|
|
|
|
|
|
(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.
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
|
|
Grafico Azioni Verichip (MM) (NASDAQ:CHIP)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Verichip (MM) (NASDAQ:CHIP)
Storico
Da Set 2023 a Set 2024