SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
United American Healthcare Corporation
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
90934C105
(CUSIP Number)
Eric M. Fogel, Esq.
Schuyler, Roche & Crisham, P.C.
130 East Randolph Street
Chicago, Illinois 60601
(312) 565-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 30, 2009
(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 Section 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 Rule 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).
SCHEDULE 13D
CUSIP No. 90934C105
| 1 | NAMES OF REPORTING PERSONS /
JOHN M. FIFE |
|||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||||||
| 3 | SEC USE ONLY
|
|||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
x | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
438,359 |
||||||
| 8 | SHARED VOTING POWER
1,230,233 |
|||||||
| 9 | SOLE DISPOSITIVE POWER
438,359 |
|||||||
| 10 | SHARED DISPOSITIVE POWER
1,230,233 |
|||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,233 |
|||||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12% |
|||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|||||||
SCHEDULE 13D
CUSIP No. 90934C105
| 1 | NAMES OF REPORTING PERSONS /
ILIAD RESEARCH AND TRADING, L.P. |
|||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||||||
| 3 | SEC USE ONLY
|
|||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
|||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
791,874 |
||||||
| 8 | SHARED VOTING POWER
1,230,233 |
|||||||
| 9 | SOLE DISPOSITIVE POWER
791,874 |
|||||||
| 10 | SHARED DISPOSITIVE POWER
1,230,233 |
|||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,233 |
|||||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12% |
|||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|||||||
SCHEDULE 13D
CUSIP No. 90934C105
| 1 | NAMES OF REPORTING PERSONS /
ILIAD MANAGEMENT, LLC |
|||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||||||
| 3 | SEC USE ONLY
|
|||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
|||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
||||||
| 8 | SHARED VOTING POWER
1,230,233 |
|||||||
| 9 | SOLE DISPOSITIVE POWER
|
|||||||
| 10 | SHARED DISPOSITIVE POWER
1,230,233 |
|||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,233 |
|||||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12% |
|||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|||||||
SCHEDULE 13D
CUSIP No. 90934C105
| 1 | NAMES OF REPORTING PERSONS /
FIFE TRADING, INC. |
|||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||||||
| 3 | SEC USE ONLY
|
|||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS |
|||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
||||||
| 8 | SHARED VOTING POWER
1,230,233 |
|||||||
| 9 | SOLE DISPOSITIVE POWER
|
|||||||
| 10 | SHARED DISPOSITIVE POWER
1,230,233 |
|||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,233 |
|||||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12% |
|||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|||||||
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on November 24, 2009, (the “Initial 13D”), by the Reporting Persons with respect to the Common Stock, par value $0.001 (the “Shares”), issued by United American Healthcare Corporation (the “Issuer”), is hereby amended to furnish the additional information set forth herein, and hereby amends Amendment No. 1 to 13D filed on or around December 15, 2009. All capitalized terms contained herein, but not otherwise defined, shall have the meanings ascribed to such Items in the Initial 13D.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons hold, in the aggregate, 1,230,233 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons was $1,178,583.13 (including commissions). The source of funding for the purchase of these Shares was the personal funds of Mr. Fife.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended to restate the first two paragraphs in their entirety and amend Item 5(c) to add additional purchases of Shares as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,230,233 Shares, representing approximately 15.12% of the Issuer’s outstanding Shares (based upon the 8,137,903 Shares stated to be outstanding as of November 10, 2009, by the Issuer in Issuer’s Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on November 16, 2009).
(b) Mr. Fife has sole voting power and sole dispositive power with regard to 438,359 Shares. Iliad has sole voting and sole dispositive power with regard to 791,874 Shares. All Reporting Persons have shared voting power and shared dispositive power with regard to 1,230,233 Shares.
(c) The following table sets forth all transactions with respect to Shares by any of the Reporting Persons since the filing of the Initial 13D. All such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
| Name of Reporting Person | Date of Transaction |
No. of Shares Purchased |
Purchase Price per Share (U.S.$) | |||
| FIFE |
||||||
| 12/29/2009 | 10223 | 1.024887 | ||||
| 12/31/2009 | 2900 | 1.046869 | ||||
| ILIAD RESEARCH AND TRADING, L.P. |
||||||
| 12/11/2009 | 3500 | 1.00 | ||||
| 12/15/2009 | 20100 | 1.00 | ||||
| 12/28/2009 | 99 | 0.98 | ||||
| 12/29/2009 | 300 | 0.98 | ||||
| 12/30/2009 | 112200 | 1.0498 | ||||
| 12/31/2009 | 500 | 1.05 | ||||
| 1/4/2010 | 2498 | 1.0128 | ||||
| 1/6/2010 | 15630 | 0.997 | ||||
| 1/7/2010 | 17800 | 0.9972 | ||||
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
January 8, 2010
| /S/ JOHN M. FIFE | ||
| Name: | John M. Fife | |
| Iliad Research and Trading, L.P. | ||
| By: | Iliad Management, LLC, its general partner | |
| By: | Fife Trading, Inc., its manager | |
| By: | /S/ JOHN M. FIFE | |
| Name: | John M. Fife | |
| Title: | Authorized Signatory | |
| Iliad Management, LLC | ||
| By: | Fife Trading, Inc., its manager | |
| By: | /S/ JOHN M. FIFE | |
| Name: | John M. Fife | |
| Title: | Authorized Signatory | |
| Fife Trading, Inc. | ||
| By: | /S/ JOHN M. FIFE | |
| Name: | John M. Fife | |
| Title: | Authorized Signatory | |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of United American Healthcare Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 8th day of January, 2010.
| /s/ John M. Fife | ||
| Name: | John M. Fife | |
| Iliad Research and Trading, L.P. | ||||
| By: | Iliad Management, LLC, its general partner | |||
| By: | Fife Trading, Inc., its manager | |||
| By: | /s/ John M. Fife | |||
| Name: | John M. Fife | |||
| Title: | Authorized Signatory | |||
| Iliad Management, LLC | ||||
| By: | Fife Trading, Inc., its manager | |||
| By: | /s/ John M. Fife | |||
| Name: | John M. Fife | |||
| Title: | Authorized Signatory | |||
| Fife Trading, Inc. | ||||
| By: | /s/ John M. Fife | |||
| Name: | John M. Fife | |||
| Title: | Authorized Signatory | |||