SCHEDULE
13D
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
JACK
SILVER
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,157,629
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
3,157,629
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,157,629
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
SHERLEIGH
ASSOCIATES INC. PROFIT SHARING PLAN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,157,629
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
3,157,629
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,157,629
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
Item
1.
Security
and Issuer.
The
title
of the class of equity securities to which this statement relates is Common
Stock, par value $0.01
each
(“Common Stock”) of United Energy Corp., a Nevada corporation (the “Issuer”).
The principal executive office of the Issuer is located at 600 Meadowlands
Parkway #20, Secaucus, New Jersey 07094.
Item
2.
Identity
and Background.
(a)
This
Statement is being filed by Jack Silver and Sherleigh Associates Inc. Profit
Sharing Plan (“Sherleigh”, and together with Mr. Silver, the “Reporting
Persons”). Sherleigh is a trust of which Mr. Silver is the trustee.
(b)
The
address of the Reporting Persons is c/o SIAR Capital LLC, 660 Madison Avenue,
New York, New York 10021.
(c)
Mr.
Silver is the principal investor and manager of SIAR Capital, LLC, an
independent investment fund whose address is 660 Madison Avenue, New York,
New
York 10021.
(d)
and
(e) The Reporting Person has not, during the last five years, been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or it is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3.
Source
and Amount of Funds or Other Consideration.
Pursuant
to a Securities Purchase Agreement, dated as of March 18, 2005 (the “Purchase
Agreement”), among the Issuer, Sherleigh and Joseph J. Grano, Jr., in March
2005, Sherleigh purchased from the Issuer 533,333 shares of Common Stock and
Series A Warrants to acquire 266,667 shares of Common Stock for a purchase
price
of $426,664. Thereafter, during the period of August 2005 through January 2006,
Sherleigh acquired, pursuant to the Purchase Agreement, 800,000 additional
shares of Common Stock and additional Series A Warrants to acquire 400,000
shares of Common Stock for an aggregate purchase price of $639,667. Then in
March 2006, pursuant to the Purchase Agreement, as amended, Sherleigh acquired
3
shares of the Issuer’s Series A Convertible Preferred Stock (the “Preferred
Stock”), Series B Warrants to acquire 12,000 shares of Common Stock and Series C
Warrants to acquire 5,004,000 shares of Common Stock for a purchase price of
$24,000. The source of funds used for each of the above described purchases
by
Sherleigh was the working capital of Sherleigh. None of the funds used in
connection with such purchases were borrowed by Sherleigh.
Item
4.
Purpose
of Transaction.
Sherleigh
considers the Common Stock, the warrants and the Preferred Stock that it
beneficially owns an investment made in its ordinary course of business. As
described below under Item 6, upon the occurrence of certain Triggering Events,
Sherleigh as the holder of all of the outstanding shares of the Preferred Stock
is entitled to designate and elect up to a majority of the members of the
Issuer’s board of directors. On January 18, 2008, Sherleigh sent notice to the
Company of its intent to exercise its right to designate a majority of the
board
under the Purchase Agreement. In the notice, Sherleigh named Mr. Silver and
two
other employees of SIAR Capital, LLC, Adam Hershey and Peter Rappaport, as
its
nominees. Thereafter, on January 25, 2008, the board of directors of the Company
elected Messrs. Silver and Hershey, but not Mr. Rappaport to fill vacancies
in
the Issuer’s board. In addition, Mr. Silver was appointed as Chairman of the
Board. The Reporting Persons presently intend to cause Mr. Rappaport to be
elected to the Issuer’s board in the near future.
Sherleigh
intends to review on a continuing basis its investment in the Issuer, including
the Issuer’s business, financial condition and operating results, general market
and industry conditions and other investment opportunities and, based upon
such
review, acquire additional shares of Common Stock or other securities of the
Issuer, or dispose of the shares of Common Stock or other securities of the
Issuer, in each case, in the open market, in privately negotiated transactions
or in any other lawful manner.
Except
as
set forth herein, the Reporting Person has no present plan or proposal that
relates to or would result in any other action specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item
5.
Interest
in Securities of the Issuer.
(a)
The
Reporting Persons beneficially own 3,157,629 shares of Common Stock,
representing 9.9% of the outstanding shares of Common Stock (based upon
31,030,115 shares of Common Stock outstanding as of November 14, 2007, as
reported in the Issuer’s quarterly report on Form 10-QSB for the quarter ended
September 30, 2007). Such shares of Common Stock beneficially owned by the
Reporting Person include (i) 2,313,333 shares of Common Stock held by Sherleigh;
(ii) 5,682,667 shares of Common Stock issuable upon exercise of warrants held
by
Sherleigh; and (iii) 24,000 shares of Common Stock issuable upon conversion
of 3
shares of Preferred Stock held by Sherleigh, but excludes shares of Common
Stock
underlying such warrants and Preferred Stock to the extent following the
exercise or conversion thereof, the Reporting Persons would be deemed to
beneficially own more than 9.99% of the total number of issued and outstanding
Common Stock of the Issuer. Pursuant to the terms of the warrants and the
Preferred Stock, the warrants and the Preferred Stock cannot be exercised or
converted to the extent following such exercise or conversion the holder or
its
affiliates would beneficially own more than 9.99% of the total number of issued
and outstanding Common Stock of the Issuer.
(b)
The
Reporting Persons have the sole power to vote or to direct the vote and to
dispose or direct
the
disposition of all of the securities reported herein
.
(c)
No
transactions in the Common Stock were effected by the Reporting Persons in
the
last 60 days.
(d)
and
(e) Not applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of
Issuer.
Securities
Purchase Agreement
As
described above, pursuant to the Purchase Agreement , as amended by the First
Amendment to Securities Purchase Agreement, dated as of January 26, 2006 and
by
the Second Amendment to Securities Purchase Agreement, dated as of March 9,
2006, Sherleigh purchased from the Issuer (a) 1,333,333 shares of Common Stock;
(b) Series A Warrants to acquire 666,667 shares of Common Stock; (c) Series
B
Warrants to acquire 12,000 shares of Common Stock; (c) Series C Warrants to
acquire 5,004,000 shares of Common Stock; and (d) 3 shares of Preferred
Stock.
In
addition, pursuant to the Purchase Agreement, as amended, and the Preferred
Stock, upon the occurrence of a “Triggering Event” and during the “Period of
Triggering Event”, the holders of the majority of the outstanding Preferred
Stock have the right to designate up to a majority of the members of the
Issuer’s board of directors. “Triggering Event” is defined as (i) failure of the
Issuer to have gross revenues of at least $5 million for the six month period
ending September 30, 2006 or (ii) material breach by the Issuer of any of its
representations, warranties, agreements or covenants contained in the Purchase
Agreement and certain other agreements and instruments entered into in
connection therewith. The Issuer failed to have gross revenues of at least
$5
million for the six months ended September 30, 2006, and thus a Triggering
Event
has occurred. “Period of the Triggering Event” is defined as date commencing
upon the occurrence of a Triggering Event and ending on the date the purchasers
under the Purchase Agreement no longer hold in the aggregate at least 1,500,000
shares of Common Stock issued pursuant to the Purchase Agreement and issuable
upon the exercise of any warrants issued pursuant to the Purchase Agreement
or
upon conversion of the Preferred Stock.
The
Purchase Agreement also provides that until March 18, 2009, the purchasers
have
the right to participate in any future equity financing, including securities
convertible into or exchangeable into equity securities.
Series
A, Series B and Series C Warrants
Each
of
the Series A, Series B and Series C Warrants provide that they may be exercised
at any time prior to the five year anniversary date of the issuance of such
warrants, for an exercise price of $1.00 per share. The warrants also provide
for cashless exercise at the option of the holder and anti-dilution protection
in the event the Issuer is deemed to have issued shares of Common Stock for
a
price less than the exercise price.
Series
A Convertible Preferred Stock
Each
share of Preferred Stock earns dividends at the rate of 6% per annum of the
Stated Value of $8,000. Such dividends are payable from legally available funds
on June 30th and December 30 of each year, or at the option of the holder,
in
shares of Common Stock of the Company at $1.00 per share.
Each
share of Preferred Stock is convertible into 8,000 shares of Common Stock at
the
option of the holder. Such conversion rate is subject to anti-dilution
protections in the event the Issuer is deemed to have issued shares of Common
Stock at a price less than the conversion price.
The
holders of the Preferred Stock have no voting rights except as required by
law
and except the right to designate and elect a majority of the Issuer’s board of
directors upon the occurrence of a Triggering Event, as described in Item 4
above.
In
the
event of a liquidation, dissolution or winding up of the Issuer’s business, the
holders of the Preferred Stock have a liquidation preference equal to $8,000
per
share of Preferred Stock plus all accrued but unpaid dividends
thereon.
Registration
Rights Agreement
In
connection with the Purchase Agreement the Issuer, Sherleigh and the Mr. Grano
entered into a Registration Rights Agreement, dated as of March 18, 2005 (the
“2005 Registration Rights Agreement”). Pursuant to the 2005 Registration Rights
Agreement, the Issuer agreed to file a registration statement registering the
Common Stock issued pursuant to the Purchase Agreement and the Common Stock
underlying the Series A Warrants, the Series B Warrants and the Preferred
Stock.
In
connection with the Second Amendment to Securities Purchase Agreement, the
Issuer and Sherleigh entered into a Registration Rights Agreement, dated as
of
March 9, 2006 (the “2006 Registration Rights Agreement”). Pursuant to the 2006
Registration Rights Agreement, the Issuer agreed to file a registration
statement registering the Common Stock underlying the Series C
Warrants.
The
foregoing summaries of the Purchase Agreement, the Series A, Series B and Series
C Warrants, the Preferred Stock and the Registration Rights Agreements are
qualified in their entirety by reference to the copies of such agreements which
are incorporated by this reference.
Item
7.
Materials
to be Filed as Exhibits.
Exhibit
No.
|
Description
|
1.
|
Securities
Purchase Agreement, dated March 18, 2005, among the Issuer, Sherleigh
and
Mr. Grano (incorporated by reference to Exhibit 10.1 of the Issuer’s
Current Report on Form 8-K filed March 23, 2005)
|
2.
|
First
Amendment to Security Purchase Agreement, dated January 26, 2006,
among
the Issuer, Sherleigh and Mr. Grano (incorporated by reference to
Exhibit
10.1 of the Issuer’s Current Report on Form 8-K filed January 27,
2006)
|
3.
|
Second
Amendment to Security Purchase Agreement, dated March 9, 2006, among
the
Issuer, Sherleigh and Mr. Grano (incorporated by reference to Exhibit
10.1
of the Issuer’s Current Report on Form 8 filed March 9,
2006)
|
4.
|
Form
of the Series A Warrant (incorporated by reference to Exhibit 10.2
of the
Issuer’s Current Report on Form 8-K filed March 23,
2005)
|
5.
|
Form
of the Series B Warrant (incorporated by reference to Exhibit 10.3
of the
Issuer’s Current Report on Form 8-K filed March 23,
2005)
|
6.
|
Form
of the Series C Warrant (incorporated by reference to Exhibit 10.4
of the
Issuer’s Current Report on Form 8-K filed March 9,
2006)
|
7.
|
Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred
Stock (incorporated by reference to Exhibit 3.1 of the Issuer’s Current
Report on Form 8-K filed March 9, 2006)
|
8.
|
Registration
Rights Agreement, dated March 18, 2005, among the Issuer, Sherleigh
and
Mr. Grano (incorporated by reference to Exhibit 10.4 of the Issuer’s
Current Report on Form 8-K filed March 23, 2005)
|
9.
|
Registration
Rights Agreement, dated March 9, 2006, between the Issuer and Sherleigh
(incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report
on Form 8-K filed March 9, 2006)
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
January 31, 2008
|
_
/s/
Jack Silver
|
|
Jack
Silver
|
|
|
|
SHERLEIGH
ASSOCIATES INC.
|
|
PROFIT
SHARING PLAN
|
|
|
|
By:_
/s/
Jack Silver
|
|
Name:
Jack Silver
|
|
Title:
Trustee
|
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