UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IVIVI TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
46589F108
(CUSIP Number)
Andre' A. DiMino
c/o Ivivi Technologies, Inc.
135 Chestnut Ridge Road
Montvale, NJ 07645
(201) 476-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 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 ("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).
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
ADM Tronics Unlimited, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 3,250,000*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 3,250,000*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
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|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 3,250,000*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 28.9%
14. Type of Reporting Person (See Instructions): CO
* As of September 24, 2009, ADM Tronics Unlimited, Inc., a Delaware corporation
("ADM"), held beneficial ownership over an aggregate 3,250,000 shares of common
stock, no par value per share (the "Common Stock"), of Ivivi Technologies, Inc.,
a New Jersey corporation (the "Company"). The shares of Common Stock
beneficially held by ADM (the "Subject Shares") are subject to a Voting
Agreement, dated as of September 24, 2009 (the "Voting Agreement"), by and among
the Company, Ivivi Technologies, LLC, a Delaware limited liability company, and
the parties set forth on Annex I to the Voting Agreement pursuant to which
Steven M. Gluckstern, the Chairman and Chief Executive Officer of the Company,
has the right to vote the Subject Shares as provided for in the Voting
Agreement. The Voting Agreement is described in more detail in Item 6 of this
Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Andre' A. DiMino
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 2,279,043*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 813,793*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,279,043*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 19.2%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, Andre' A. DiMino held beneficial ownership over an
aggregate 2,279,043 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company").
This includes (i) 186,875 shares of Common Stock, 16,250 of which are subject to
a Share Purchase Right Agreement among Steven M. Gluckstern, the Chairman and
Chief Executive Officer of the Company, Mr. DiMino and certain other
shareholders of the Company, (ii) 626,918 shares of Common Stock issuable upon
exercise of options that are exercisable within 60 days of the date of the
filing of this Schedule 13D and (iii) 1,465,250 shares of Common Stock that Mr.
DiMino was granted a proxy to vote (the "Proxy Right") pursuant to a certain
Amended and Restated Voting Agreement, dated as of August 30, 2006, among the
Company and the shareholders listed on the signature pages to such agreement
(the "Existing Voting Agreement"). Mr. DiMino's Proxy Right expires on October
24, 2009. If the Proxy Right expires prior to the date the Company holds its
special meeting, the 1,465,250 shares of Common Stock currently subject to the
Proxy Right will become subject to a Voting Agreement, dated as of September 24,
2009 (the "Voting Agreement"), by and among the Company, Ivivi Technologies,
LLC, a Delaware limited liability company, and the parties set forth on Annex I
to the Voting Agreement. If the 1,465,250 shares currently subject to the Proxy
Right become subject to the Voting Agreement, Mr. Gluckstern will have the right
to vote such shares as provided for in the Voting Agreement, as well as the
813,793 shares beneficially owned by Mr. DiMino. The Existing Voting Agreement,
the Share Purchase Right Agreement and the Voting Agreement are described in
more detail in Item 6 of this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
David Saloff
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 763,124*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 763,124*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 763,124*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 6.6%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, David Saloff held beneficial ownership over an
aggregate 763,124 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company").
This includes (i) 398,124 shares of Common Stock, 30,875 of which are subject to
a Share Purchase Right Agreement among Steven M. Gluckstern, the Chairman and
Chief Executive Officer of the Company, Andre' DiMino and certain other
shareholders of the Company, and (ii) 365,000 shares of Common Stock issuable
upon exercise of options that are exercisable within 60 days of the date of the
filing of this Schedule 13D. Mr. DiMino was granted a proxy (the "Proxy Right")
to vote the shares of Common Stock beneficially held by Mr. Saloff (the "Subject
Shares") pursuant to a certain Amended and Restated Voting Agreement, dated as
of August 30, 2006, among the Company and the shareholders listed on the
signature pages to such agreement (the "Existing Voting Agreement"). Mr.
DiMino's Proxy Right expires on October 24, 2009. If the Proxy Right expires
prior to the date the Company holds its special meeting, the Subject Shares will
become subject to a Voting Agreement, dated as of September 24, 2009 (the
"Voting Agreement"), by and among the Company, Ivivi Technologies, LLC, a
Delaware limited liability company, and the parties set forth on Annex I to the
Voting Agreement, pursuant to which Mr. Gluckstern has the right to vote the
Subject Shares as provided for in the Voting Agreement. The Existing Voting
Agreement, the Share Purchase Right Agreement and the Voting Agreement are
described in more detail in Item 6 of this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Arthur Pilla
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 227,500*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 227,500*
---------------------------------------
Person With 10. Shared Dispositive Power: 0
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 227,500*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 2.0%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, Arthur Pilla, Ph.D. held beneficial ownership over
an aggregate 227,500 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company").
This includes 17,875 shares that are subject to a Share Purchase Right Agreement
among Steven M. Gluckstern, the Chairman and Chief Executive Officer of the
Company, Andre' DiMino and certain other shareholders of the Company. Mr. DiMino
was granted a proxy (the "Proxy Right") to vote the shares of Common Stock
beneficially held by Dr. Pilla (the "Subject Shares") pursuant to a certain
Amended and Restated Voting Agreement, dated as of August 30, 2006, among the
Company and the shareholders listed on the signature pages to such agreement
(the "Existing Voting Agreement"). Mr. DiMino's Proxy Right expires on October
24, 2009. If the Proxy Right expires prior to the date the Company holds its
special meeting, the Subject Shares will become subject to a Voting Agreement,
dated as of September 24, 2009 (the "Voting Agreement"), by and among the
Company, Ivivi Technologies, LLC, a Delaware limited liability company, and the
parties set forth on Annex I to the Voting Agreement, pursuant to which Mr.
Gluckstern has the right to vote the Subject Shares as provided for in the
Voting Agreement. The Existing Voting Agreement, the Share Purchase Right
Agreement and the Voting Agreement are described in more detail in Item 6 of
this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Berish Strauch
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 132,000*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 132,000*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 132,000*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 1.2%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, Berish Strauch, M.D. held beneficial ownership over
an aggregate 132,000 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company"),
2,000 shares of which are held jointly by Dr. Strauch and his children. Mr.
DiMino was granted a proxy (the "Proxy Right") to vote the shares of Common
Stock beneficially held by Dr. Strauch (the "Subject Shares") pursuant to a
certain Amended and Restated Voting Agreement, dated as of August 30, 2006,
among the Company and the shareholders listed on the signature pages to such
agreement (the "Existing Voting Agreement"). Mr. DiMino's Proxy Right expires on
October 24, 2009. If the Proxy Right expires prior to the date the Company holds
its special meeting, the Subject Shares will become subject to a Voting
Agreement, dated as of September 24, 2009 (the "Voting Agreement"), by and among
the Company, Ivivi Technologies, LLC, a Delaware limited liability company, and
the parties set forth on Annex I to the Voting Agreement, pursuant to which Mr.
Gluckstern has the right to vote the Subject Shares as provided for in the
Voting Agreement. The Existing Voting Agreement and the Voting Agreement are
described in more detail in Item 6 of this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Sean Hagberg
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 186,563*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 186,563*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 186,563*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 1.6%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, Sean Hagberg, Ph.D. held beneficial ownership over
an aggregate 186,563 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company").
This includes (i) 101,563 shares of Common Stock, 8,125 of which are subject to
a Share Purchase Right Agreement among Steven M. Gluckstern, the Chairman and
Chief Executive Officer of the Company, Andre' DiMino and certain other
shareholders of the Company, and (ii) 85,000 shares of Common Stock issuable
upon exercise of options that are exercisable within 60 days of the date of the
filing of this Schedule 13D. Mr. DiMino was granted a proxy (the "Proxy Right")
to vote the shares of Common Stock beneficially held by Dr. Hagberg (the
"Subject Shares") pursuant to a certain Amended and Restated Voting Agreement,
dated as of August 30, 2006, among the Company and the shareholders listed on
the signature pages to such agreement (the "Existing Voting Agreement"). Mr.
DiMino's Proxy Right expires on October 24, 2009. If the Proxy Right expires
prior to the date the Company holds its special meeting, the Subject Shares will
become subject to a Voting Agreement, dated as of September 24, 2009 (the
"Voting Agreement"), by and among the Company, Ivivi Technologies, LLC, a
Delaware limited liability company, and the parties set forth on Annex I to the
Voting Agreement, pursuant to which Mr. Gluckstern has the right to vote the
Subject Shares as provided for in the Voting Agreement. The Existing Voting
Agreement, the Share Purchase Right Agreement and the Voting Agreement are
described in more detail in Item 6 of this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Edward J. Hammel
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 156,063*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 156,063*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 156,063*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 1.4%*
14. Type of Reporting Person (See Instructions): IN
* As of September 24, 2009, Edward Hammel held beneficial ownership over an
aggregate 156,063 shares of common stock, no par value per share (the "Common
Stock"), of Ivivi Technologies, Inc., a New Jersey corporation (the "Company").
This includes (i) 103,563 shares of Common Stock, 8,125 of which are subject to
a Share Purchase Right Agreement among Steven M. Gluckstern, the Chairman and
Chief Executive Officer of the Company, Andre' DiMino and certain other
shareholders of the Company, and (ii) 52,500 shares of Common Stock issuable
upon exercise of options that are exercisable within 60 days of the date of the
filing of this Schedule 13D. Mr. DiMino was granted a proxy (the "Proxy Right")
to vote the shares of Common Stock beneficially held by Mr. Hammel (the "Subject
Shares") pursuant to a certain Amended and Restated Voting Agreement, dated as
of August 30, 2006, among the Company and the shareholders listed on the
signature pages to such agreement (the "Existing Voting Agreement"). Mr.
DiMino's Proxy Right expires on October 24, 2009. If the Proxy Right expires
prior to the date the Company holds its special meeting, the Subject Shares will
become subject to a Voting Agreement, dated as of September 24, 2009 (the
"Voting Agreement"), by and among the Company, Ivivi Technologies, LLC, a
Delaware limited liability company, and the parties set forth on Annex I to the
Voting Agreement, pursuant to which Mr. Gluckstern has the right to vote the
Subject Shares as provided for in the Voting Agreement. The Existing Voting
Agreement, the Share Purchase Right Agreement and the Voting Agreement are
described in more detail in Item 6 of this Schedule 13D.
Cusip No. 46589F108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Kenneth S. Abramowitz & Co., Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(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: New York
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0*
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 98,040*
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 98,040*
---------------------------------------
Person With 10. Shared Dispositive Power: 0*
---------------------------------------
--------------------------------------------------------------------------------
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 98,040*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 0.9%*
14. Type of Reporting Person (See Instructions): CO
* As of September 24, 2009, Kenneth S. Abramowitz & Co., Inc. held beneficial
ownership over an aggregate 98,040 shares of common stock, no par value per
share (the "Common Stock"), of Ivivi Technologies, Inc., a New Jersey
corporation (the "Company"). This includes 49,020 shares of Common Stock
issuable upon exercise of a warrant that is exercisable within 60 days of the
date of the filing of this Schedule 13D. The shares beneficially held by Kenneth
S. Abramowitz & Co. (the "Subject Shares") are subject to a Voting Agreement,
dated as of September 24, 2009 (the "Voting Agreement"), by and among the
Company, Ivivi Technologies, LLC, a Delaware limited liability company, and the
parties set forth on Annex I to the Voting Agreement, pursuant to which Steven
Gluckstern, the Chairman and Chief Executive Officer of the Company, has the
right to vote the Subject Shares as provided for in the Voting Agreement. The
Voting Agreement is described in more detail in Item 6 of this Schedule 13D.
Item 1. Security and Issuer
This statement on Schedule 13D (the "Schedule 13D") relates to shares
of common stock, no par value (the "Common Stock"), of Ivivi Technologies, Inc.,
a New Jersey corporation (the "Company"). The principal executive offices of the
Company are located at 135 Chestnut Ridge Road, Montvale, New Jersey 07645.
Item 2. Identity and Background
This Schedule 13D is being filed by the persons listed on Schedule A
annexed hereto (the "Reporting Persons"), which is incorporated by reference.
The principal business, business address or principal executive office, and name
and address of the employer of each of the Reporting Persons are set forth on
Schedule A. Each individual on Schedule A is a citizen of the United States. ADM
Tronics Unlimited, Inc.'s, a Delaware corporation ("ADM"), principal business is
the production and sale of environmentally safe chemical products for
industrial, medical and cosmetic uses and electronics for non-invasive medical
and other applications. Kenneth S. Abramowitz & Co., Inc.'s, a New York
corporation ("Abramowitz & Co."), principal business is business and management
consulting.
During the past five years, none of the Reporting Persons or other
persons identified in Schedule A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the past five
years, none of the Reporting Persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person or entity was or is 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
In January 2004, the Company issued an aggregate of 186,875, 398,124,
227,500, 130,000, 101,563 and 101,563 shares of Common Stock to Andre' DiMino,
David Saloff, Arthur Pilla, Ph.D., Berish Strauch, M.D., Sean Hagberg, Ph.D. and
Edward Hammel in exchange for consulting services rendered and to be rendered to
the Company. Mr. Hammel purchased 2,000 shares of Common Stock in the open
market with his own personal funds. Dr. Strauch acquired 2,000 shares of Common
Stock in the open market with his own personal funds, which shares he owns
jointly with his children.
Before the Company's initial public offering in October 2006,
Abramowitz & Co. participated in a private placement with the Company using
funds from the assets of Abramowitz & Co. The Company issued Abramowitz & Co. a
convertible note. In connection with the Company's initial public offering,
which closed on October 24, 2006, the note converted into shares of Common Stock
and warrants. ADM acquired 3,250,000 shares of Common Stock from the Company
upon the formation of the Company. ADM paid an aggregate of $1,000 for these
shares with funds directly from the assets of ADM.
Item 4. Purpose of Transaction
On September 24, 2009, the Company entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") with Ivivi Technologies, LLC (the
"Buyer") and Ajax Capital, LLC ("Ajax"), entities controlled by Steven M.
Gluckstern, the Company's Chairman, Chief Executive Officer and Chief Financial
Officer. Pursuant to the terms of the Asset Purchase Agreement, at the closing,
the Company will sell substantially all of the assets of the Company to the
Buyer, other than cash and certain other excluded assets set forth in the Asset
Purchase Agreement, and the Buyer will assume certain specified ordinary course
liabilities of the Company as set forth in the Asset Purchase Agreement. The
aggregate purchase price to be paid to the Company under the terms of the Asset
Purchase Agreement will equal the sum of (i) the amount necessary to pay in full
the principal, and accrued interest, as of closing, under the Company's loan
with Emigrant Capital Corp. ("Emigrant"), which was approximately $2,620,000 as
of September 21, 2009 (the "Loan") and (ii) $475,000; provided, however, that
the sum of the amounts specified in clauses (i) and (ii) would not be in excess
of $3.15 million.
Under the terms of the Asset Purchase Agreement, the Company and
Foundation Ventures, LLC ("Foundation"), the Company's investment banker, will
continue to have the right to solicit other proposals regarding the sale of the
Company's assets and equity until receipt of the approval by the Company's
shareholders of the transactions contemplated by the Asset Purchase Agreement.
Prior to the receipt of approval by the Company's shareholders of the
transactions contemplated by the Asset Purchase Agreement, the Company may
terminate the Asset Purchase Agreement under specified circumstances in order to
enter into a definitive agreement implementing a Superior Proposal (as defined
in the Asset Purchase Agreement). If the Company terminates the Asset Purchase
Agreement to enter into a Superior Proposal, the Company is required to pay the
Buyer a termination fee equal to $90,000.
Pursuant to the Asset Purchase Agreement, the Company agreed to take
all necessary actions to change its name upon closing of the transaction. The
Company agreed not to use any name, symbols or logos indicating affiliation with
the Buyer, any of its affiliates, the business of the Company or the business or
activity engaged in by the Buyer or any of its affiliates. The closing of the
transactions contemplated by the Asset Purchase Agreement is subject to certain
customary conditions, including the receipt of approval by the Company's
shareholders of the transactions contemplated by the Asset Purchase Agreement.
In connection with the Asset Purchase Agreement, the Buyer, the
Company and certain shareholders of the Company, who have the power to vote
approximately 39.5% (and together with the Company's Common Stock held by Mr.
Gluckstern, approximately 51.3%) of the Company's Common Stock, entered into a
Voting Agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, the
signatory shareholders agreed to vote their shares of the Company's Common Stock
in favor of the transactions contemplated by the Asset Purchase Agreement. In
the event that the Company terminates the Asset Purchase Agreement in connection
with a Superior Proposal, the Voting Agreement will also terminate. The Voting
Agreement is described in more detail in Item 6 of this Schedule 13D.
The transactions contemplated by the Asset Purchase Agreement may not
be completed. In the event the transaction with the Buyer is completed,
following the closing, it is likely that the Company's liabilities will exceed
its available cash and the Company's board of directors may elect to liquidate
the Company and utilize its available cash and assets to repay its outstanding
creditors to the extent of its remaining assets. Following such repayment, the
Company does not believe that there will be any assets remaining to distribute
to the Company's shareholders. In the event the Company does not successfully
complete the transactions contemplated by the Asset Purchase Agreement or
complete a Superior Proposal, the Company will not be able to meet its
obligations under the Loan and Emigrant will have the right to foreclose under
the Loan, which is secured by all of the Company's assets. In such an event, the
Company would have to cease its operations or file for bankruptcy protection.
Item 5. Interest in Securities of the Issuer
Based upon the information set forth in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2009 and filed with the
U.S. Securities and Exchange Commission on September 21, 2009, there were
11,241,033 shares of Common Stock issued and outstanding as of September 13,
2009. Schedule A sets forth the aggregate number of shares held by each
Reporting Person, the number of shares in which there is sole power to vote or
direct the vote, shared power to vote or direct the vote, sole power to dispose
or direct the disposition, or shared power to dispose or to direct the
disposition.
Except as described in this Schedule 13D, to the knowledge of the
Reporting Persons, no other shares of Common Stock are owned, beneficially or
otherwise, by the Reporting Persons.
Other than as described in this Schedule 13D, no Reporting Person has
effected any transactions in Common Stock, or securities convertible into,
exercisable for or exchangeable for Common Stock, during the sixty days prior to
September 24, 2009.
No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by the Reporting Persons.
Reference is hereby made to the Schedule 13D filed by Steven
Gluckstern, the Chairman and Chief Executive Officer of the Company. As
described in more detail in Item 6 of this Schedule 13D, Mr. Gluckstern was
granted a proxy to vote certain shares of Common Stock held by the Reporting
Persons pursuant to the terms of the Voting Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Persons and the Company previously entered into an
Amended and Restated Voting agreement, dated as of August 26, 2006 (the
"Existing Voting Agreement"). Pursuant to the Existing Voting Agreement, Mr.
DiMino has the right to vote the shares of Common Stock held by Mr. Saloff, Dr.
Strauch, Dr. Pilla, Dr. Hagberg and Mr. Hammel (in addition to his own),
representing, as of the date of filing of this Schedule 13D, 1,149,625 shares of
Common Stock (not including 1,129,418 shares underlying options held by such
Reporting Persons that are exercisable within 60 days of the date hereof). The
Existing Voting Agreement, with respect to shares held by, and shares underlying
options held by, such Reporting Persons terminates upon the third anniversary of
the closing of the Company's initial public offering of shares of Common Stock
(the "IPO Closing"), which occurred on October 24, 2006, and with respect to
65,000 shares of Common Stock, terminates upon the earlier to occur of (i) the
third anniversary of the IPO Closing and (ii) the purchase of such shares by Mr.
Gluckstern pursuant to a share purchase right agreement, dated as of November 8,
2005 (the "Share Purchase Right Agreement"), by and among Mr. DiMino, Mr.
Saloff, Mr. Hammel, Dr. Hagberg and Dr. Pilla (discussed below).
On November 8, 2005, each of Mr. DiMino, Mr. Saloff, Mr. Hammel, Dr.
Hagberg and Dr. Pilla entered into the Share Purchase Right Agreement with Mr.
Gluckstern, pursuant to which each Reporting Person granted Mr. Gluckstern the
right to purchase up to 16,250, 30,875, 8,125, 8,125 and 17,875 shares of Common
Stock, respectively, at an exercise price equal to $2.76 per share. These
purchase rights are exercisable at any time and from time to time during the
period from November 8, 2005 to November 8, 2010. During the term of the Share
Purchase Right Agreement, none of such Reporting Persons may transfer any of the
shares subject thereto other than to a trust or other entity designed as an
element of such Reporting Peron's estate planning objectives; provided, that in
the event of any such transfer, such shares so transferred remain subject to the
Share Purchase Right Agreement and prior to any such transfer, the transferee
executes an instrument agreeing to be bound by all of the terms and provisions
of the Share Purchase Right Agreement.
The Reporting Persons also entered into the Voting Agreement, as
referenced in Item 5 of this Schedule 13D. Pursuant to terms of the Voting
Agreement, the Reporting Persons agreed to vote their shares of Common Stock
subject to the Voting Agreement (such shares, the "Subject Shares") (i) in favor
of the approval of the Asset Purchase Agreement, the transaction and the other
transactions contemplated thereby (the "Transaction"); (ii) against approval of
any matter or proposal submitted to the shareholders of the Company for approval
if such matter would result in a breach of any covenant, representation or
warranty of the Company under the Asset Purchase Agreement; and (iii) against
any action that could interfere with or delay the Transaction, in each case
until the Voting Agreement is terminated in accordance with its terms. To secure
the performance of the Reporting Persons' obligations under the Voting
Agreement, each Reporting Person granted a proxy to Mr. Gluckstern to vote the
Subject Shares in Mr. Gluckstern's discretion until the termination of the
Voting Agreement. The shares of Common Stock held by Reporting Persons subject
to the Existing Voting Agreement will be voted by Andre' DiMino in accordance
with the terms of the Existing Voting Agreement until the expiration of the
Existing Voting Agreement. In the event the Existing Voting Agreement expires
prior to the date of the Company's special meeting in connection with the
Transaction, the shares of Common Stock held by the Reporting Persons subject to
the Existing Voting Agreement shall become subject to the Voting Agreement and
be voted by Mr. Gluckstern as described above.
The foregoing description of the Existing Voting Agreement, the Share
Purchase Right Agreement and the Voting Agreement is qualified in its entirety
by reference to the full text of the Existing Voting Agreement, the Share
Purchase Right Agreement and the Voting Agreement, which are attached as Exhibit
2, Exhibit 3 and Exhibit 4, respectively, to this Schedule 13D and are
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement between and among each of the Reporting
Persons, dated as of September 24, 2009.
2. Amended and Restated Voting Agreement, among the Company and
each Reporting Person, dated as of August 26, 2006 (incorporated
by reference to Exhibit 10.9 to Amendment No. 6 to the Company's
Registration Statement on Form SB-2 filed with the U.S.
Securities and Exchange Commission on September 14, 2006).
3. Share Purchase Right Agreement among Steven Gluckstern and the
shareholders listed therein, dated as of November 8, 2005
(incorporated by reference to Exhibit 10.18 to Amendment No. 4
to the Company's Registration Statement on Form SB-2 filed
with the U.S. Securities and Exchange Commission on June 19,
2006).
4. Voting Agreement, dated as of September 24, 2009, by and among
the Company, Ivivi Technologies, LLC, and the parties set forth
on Annex I to the Voting Agreement (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission on September 24, 2009).
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 24, 2009
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' DiMino
------------------------------------
Name: Andre' DiMino
Title: President and CEO
/s/ Andre' DiMino
---------------------------------------
Andre' DiMino
/s/ David Saloff
---------------------------------------
David Saloff
/s/ Arthur Pilla
---------------------------------------
Arthur Pilla
/s/ Berish Strauch
---------------------------------------
Berish Strauch
/s/ Sean Hagberg
---------------------------------------
Sean Hagberg
/s/ Edward J. Hammel
---------------------------------------
Edward J. Hammel
|
KENNETH S. ABRAMOWITZ & CO., INC.
By: /s/ Kenneth S. Abramowitz
-----------------------------------
Name: Kenneth S. Abramowitz
Title: President
|
Schedule A
Capitalized terms used but not defined in this Schedule A have the meanings
ascribed to them in the Schedule 13D to which this Schedule A is attached.
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Percentage
Shared Sole Aggregate of
Sole Dispositive Dispositive Voting Shared Voting Beneficial Outstanding
Name and Business Address Power Power Power Power Ownership Shares
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Andre' A. DiMino (1) 813,793(2)(3) 0 0(2)(3) 2,279,043 2,279,043(2)(3) 20.1%
c/o Ivivi Technologies, Inc.
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
David Saloff (4) 763,124(3)(5) 0 0 763,124(3)(5) 763,124(3)(5) 6.9%
c/o Ivivi Technologies, Inc.
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Arthur Pilla, Ph.D. (6) 227,500(3)(7) 0 0 227,500(3)(7) 227,500(3)(7) 2.0%
c/o Ivivi Technologies, Inc.
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Berish Strauch, M.D. (8) 132,000(3) 0 0 132,000(3) 132,000(3) 1.2%
c/o Ivivi Technologies
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Edward J. Hammel (9) 156,063(3)(10) 0 0 156,063(3)(10) 156,063(3)(10) 1.6%
c/o Ivivi Technologies
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Sean Hagberg, Ph.D. (11) 186,563(3)(12) 0 0 186,563(3)(12) 186,563(3)(12) 1.8%
c/o Ivivi Technologies
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Kenneth S. Abramowitz & Co., 98,040(13)(14) 0 0 98,040(13)(14) 98,040(13)(14) 0.9%
Inc.
P.O. Box 958
Southport, Connecticut 06890
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
ADM Tronics Unlimited, Inc. 3,250,000(14) 0 0 3,250,000(14) 3,250,000(14) 28.9
224-S Pegasus Ave.,
Northvale, New Jersey 07647
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Kenneth Abramowitz (15) 96,666(16) 0 96,666(16) 0 96,666(16) 0.9%
c/o Ivivi Technologies
135 Chestnut Ridge Rd.,
Montvale, New Jersey 07645
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
Vincent DiMino (17) 32,500(18) 0 32,500(18) 0 32,500(18) 0.3%
c/o ADM Tronics Unlimited,
Inc.
224-S Pegasus Ave.,
Northvale, New Jersey 07647
----------------------------- ------------------ ------------ ------------- --------------- ------------------ --------------
|
(1) Mr. DiMino is employed by the Company as its Executive Vice
President-Manufacturing and Technology and Chief Technical Officer. Mr. DiMino
also serves as a director of the Company. Mr. DiMino is also employed by ADM
Tronics Unlimited, Inc. ("ADM Tronics"), a shareholder of the Company, as its
President and Chief Executive Officer, and serves as a director of ADM Tronics.
(2) Includes 626,918 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D and
16,250 shares of Common Stock that are subject to the Share Purchase Right
Agreement.
(3) These shares are subject to the Existing Voting Agreement pursuant to which
Mr. DiMino has the right to vote such shares. The Existing Voting Agreement
terminates on October 24, 2009. If the Company has not held its special meeting
in connection with the Transaction prior to the expiration of the Existing
Voting Agreement, these shares that are subject to the Existing Voting Agreement
shall become subject to the Voting Agreement pursuant to which Mr. Gluckstern
has the right to vote such shares.
(4) Mr. Saloff is employed by the Company as its Executive Vice President-Sales
and Marketing and Chief Business Development Officer. Mr. Saloff also serves as
a director of the Company.
(5) Includes 365,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D and
30,875 shares of Common Stock that are subject to the Share Purchase Right
Agreement.
(6) Dr. Pilla is employed as a Professor by the Department of Biomedical
Engineering of Columbia University and as a Professor by the Department of
Orthopedics of Mount Sinai School of Medicine, New York. The address for
Columbia University is 351 Engineering Terrace, Mail Code 8904, 210 Amsterdam
Ave, New York, New York 10027. The address for Mount Sinai School of Medicine is
5 East 98th Street, Box 1188, New York, New York 10029.
(7) Includes 17,875 shares of Common Stock that are subject to the Share
Purchase Right Agreement.
(8) Dr. Strauch is an attending Surgeon at Montefiore Hospital and a Professor
of Plastic Surgery and Emeritus Chairman at Albert Einstein College of Medicine.
The address of Montefiore Medical Center is 111 E 210th Street, Bronx, New York
10461. The address of Albert Einstein College of Medicine is 1300 Morris Park
Avenue, Bronx, New York 10461.
(9) Mr. Hammel is employed by the Company as its Senior Vice President and Chief
Administrative Officer.
(10) Includes 52,500 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D and 8,125
shares that are subject to the Share Purchase Right Agreement.
(11) Dr. Hagberg is employed by the Company as its Senior Vice President Chief
Science Officer.
(12) Includes 85,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D and 8,125
shares that are subject to the Share Purchase Right Agreement.
(13) Includes 49,020 shares of Common Stock issuable upon exercise of a warrant
that is exercisable within 60 days of the filing of this Schedule 13D.
(14) These shares are only subject to the Voting Agreement pursuant to which Mr.
Gluckstern has the right to vote such shares.
(15) Kenneth Abramowitz is a director of the Company and the President and sole
shareholder of Kenneth S. Abramowitz & Co., Inc. He is also a Managing General
Partner and a co-founder of NGN Capital and currently sits on the Board of
Directors of EKOS Corp., OptiScan Biomedical Corp., Power Medical Inventions,
Inc., Small Bone Innovations LLC, and Option Care, Inc.
(16) Includes 46,666 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D.
(17) Vincent DiMino is a director of ADM Tronics Unlimited, Inc.
(18) Includes 32,500 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the filing of this Schedule 13D.
Exhibit 1
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D filing relating to the
shares of common stock of Ivivi Technologies, Inc. is filed jointly on behalf of
each of the undersigned pursuant to Rule 13d-1(k).
Dated: September 24, 2009
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' DiMino
------------------------------------
Name: Andre' DiMino
Title: President and CEO
/s/ Andre' DiMino
---------------------------------------
Andre' DiMino
/s/ David Saloff
---------------------------------------
David Saloff
/s/ Arthur Pilla
---------------------------------------
Arthur Pilla
/s/ Berish Strauch
---------------------------------------
Berish Strauch
/s/ Sean Hagberg
---------------------------------------
Sean Hagberg
/s/ Edward J. Hammel
---------------------------------------
Edward J. Hammel
|
KENNETH S. ABRAMOWITZ & CO., INC.
By: /s/ Kenneth S. Abramowitz
-----------------------------------
Name: Kenneth S. Abramowitz
Title: President
|
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