UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UTIX GROUP, INC.
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Name of Issuer
Common Stock, $.001 par value
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(Title of Class of Securities)
918032103
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CUSIP Number
Michael G. Zybala
Asst. Secretary and Counsel
The InterGroup Corporation
820 Moraga Drive
Los Angeles, California 90049
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
February 11, 2005
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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 which 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. [ ]
CUSIP No. 918032103 Page 2
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 2,599,035
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
2,599,035
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,599,035 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
6.4% (See beneficial ownership limitations discussed in Items 4 and 5.)
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14. Type of Reporting Person
CO
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CUSIP No. 918032103 Page 3
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S.
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Number of 7. Sole Voting Power
Shares 4,699,036
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 2,599,035
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 4,699,036
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10. Shared Dispositive Power
2,599,035
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,298,071 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
9.99% (See beneficial ownership limitations discussed in Items 4 and 5.)
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14. Type of Reporting Person
IN
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SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
UTIX GROUP, INC.
This Schedule 13D is being filed by The InterGroup Corporation, a
Delaware Corporation ("InterGroup"), and John V. Winfield, the Chairman,
President and Chief Executive Officer of InterGroup.
Item 1. Security and Issuer
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The class of equity securities to which this Schedule 13D relates is
common stock, par value $.001 per share (the "Common Stock"), of Utix Group,
Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 170 Cambridge Street, Burlington, MA 01803-
2933.
Item 2. Identity and Background
-----------------------
InterGroup is a Delaware corporation with its principal place of
business at 820 Moraga Drive, Los Angeles, California 90049. InterGroup is a
public company whose securities are registered under Section 12(g) of the
Exchange Act. The principal business of InterGroup is to own and operate
multi-family residential property and other real estate. Attached hereto as
Appendix A is a schedule setting forth the executive officers and directors of
InterGroup. None of the named executive officers or directors was subject to
any of the proceedings requiring disclosure under sections (d) or (e) of this
Item.
John V. Winfield's business address is 820 Moraga Drive, Los
Angeles, California 90049. Mr. Winfield principal occupation is President,
Chief Executive Officer and Chairman of the Board of InterGroup. Mr. Winfield
has not been subject to any proceedings requiring disclosure under sections
(d) and (e) of this Item. Mr. Winfield is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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InterGroup used working capital as its source of funds to purchase
the shares of Common Stock and other securities discussed herein. Mr.
Winfield used personal funds to purchase the shares of Common Stock and other
securities reported herein.
Item 4. Purposes of Transactions.
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Effective February 11, 2005, InterGroup and Mr. Winfield purchased a
total of 2,323,071 shares of Common Stock from a former director of Issuer at
a purchase price of $.40 per share in a private transaction pursuant to a
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Stock Purchase Agreement. Of that amount, 1,161,535 shares were purchase by
InterGroup for an aggregate purchase price of $464,614 and 1,161,536 shares
were purchased by Mr. Winfield for an aggregate purchase price of $464,614.40.
A copy of the Stock Purchase Agreement was filed as Exhibit 4.19 to Issuer's
Registration Statement on Form SB-2 which was filed with the Commission on
February 11, 2005 and is incorporated herein by reference to that Form SB-2.
Effective February 11, 2005, InterGroup and Mr. Winfield purchased
from Issuer, for $500,000 each, Issuer's unsecured 5% Promissory Notes (the
"Notes") pursuant to a Securities Purchase Agreement with Issuer. The Notes
are due and payable in full in February 2008 and are convertible, at $0.40 per
share, into a total of 2,875,000 shares of the Common Stock of Issuer, subject
to certain limitations. Pursuant to the terms of the Notes, InterGroup and Mr.
Winfield would not be entitled to convert their Notes into that number of
shares of Common Stock which would result in their combined beneficial
ownership being no more than 9.99% of the outstanding shares of the Common
Stock of Issuer following that conversion. A copy of the Securities Purchase
Agreement and the form of Notes issued to InterGroup and Mr. Winfield were
filed as Exhibits 4.16 and 4.17, respectively, to Issuer's Registration
Statement on Form SB-2 which was filed with the Commission on February 11,
2005 and are incorporated herein by reference to that Form SB-2.
Effective February 11, 2005, Mr. Winfield and Issuer entered into an
Advisory Agreement for Mr. Winfield to provide certain advisory and consulting
services to Issuer as an independent contractor on a non-exclusive basis. The
term of the Agreement is for one year and may be extended for additional one
year periods subject to the mutual agreement of the parties. A copy of the
Advisory Agreement was filed as Exhibit 1.5 to Issuer's Registration Statement
on Form SB-2 which was filed with the Commission on February 11, 2005 and is
incorporated herein by reference to that Form SB-2. As compensation for his
advisory services, Mr. Winfield will receive from Issuer:
(a) Stock options to purchase 100,000 shares of Common Stock of
Issuer which shall: (i) vest at the end of one year; (ii) have a term of three
years from the date of issuance, and (iii) have an exercise price of $0.55 per
share; and
(b) Warrants to purchase 2,000,000 shares of Common Stock of Issuer
which shall: (i) have a term of one year from the effective date of the
registration statement required to be filed by the Company on or before
February 11, 2005, and (ii) have an exercise price of $0.55 per share, and
(iii) shall otherwise be subject to the terms of the Common Stock Purchase
Warrant a copy of which was filed as Exhibit 4.18 to Issuer's Registration
Statement on Form SB-2 which was filed with the Commission on February 11,
2005 and is incorporated herein by reference to that Form SB-2. Pursuant to
the terms of the Warrant, Mr. Winfield's exercise the Warrant is limited, to
the extent necessary, so that the number of shares of Common Stock that may be
acquired upon exercise would not result in InterGroup's and Mr. Winfield's
combined beneficial ownership being more than 9.99% of the outstanding shares
of the Common Stock of Issuer following such exercise.
InterGroup and Mr. Winfield have acquired the securities of Issuer
for investment purposes. Although neither InterGroup nor Mr. Winfield have
any present intention to do so, InterGroup or Mr. Winfield may make additional
purchases of the securities of Issuer either in the open market or in
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privately negotiated transactions depending on an evaluation of the Issuer's
business prospects and financial condition, the market for securities, other
available investment opportunities, money and other stock market conditions
and other future developments. Depending on these factors, InterGroup or Mr.
Winfield may decide at any time to sell all or part of their holdings of the
Issuer's securities in one or more public or private transactions.
Except as set forth in this Schedule 13D, InterGroup and John V.
Winfield do not have any present plan or proposal that relate to or would
result in any of the events set forth in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of February 11, 2005 may be deemed to
beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i)
1,161,535 shares of the Common Stock, which represents approximately 2.97% of
the outstanding Common stock of Issuer; and (ii) 1,437,500 shares of Common
Stock which it can acquire through the conversion of its Note, subject to the
limitations discussed in Item 4.
John V. Winfield, as of February 11, 2005 may be deemed to
beneficially own for purposes of this Section 13(d) of the Exchange Act: (i)
1,161,536 shares of the Common Stock, which represents approximately 2.97% of
the outstanding Common stock of Issuer; and (ii) 1,437,500 shares of Common
Stock which he can acquire through the conversion of his Note, subject to the
limitations discussed in Item 4; (iii) 100,000 shares of Common Stock which
may be acquired through the exercise of the Stock Options; and (iv) 2,000,0000
shares of Common Stock which may be acquired by the exercise of his Warrant,
subject to the limitations discussed in Item 4.
Mr. Winfield has the sole voting and disposition power over the shares of
Common Stock owned by him. Mr. Winfield is also the Chairman, President and
Chief Executive Officer of InterGroup. In those capacities, Mr. Winfield can
be deemed to have shared power with InterGroup to direct the voting and
disposition of the Common Shares owned by InterGroup. To the extent that Mr.
Winfield is deemed to beneficially own, for purposes of Section 13(d), the
Common Stock owned by InterGroup, he would currently own approximately 5.94%
of the Common Stock of Issuer and have the right to acquire additional of
shares of Common Stock through the conversion of the Notes and the exercise of
his Options and the Warrant to increase his aggregate beneficial ownership of
Issuer to 9.99% of Issuer's outstanding Common Stock after the conversion of
the notes or exercise of the Options or the Warrant.
The above percentages were determined based on the Issuer's
representations in its Registration Statement on Form SB-2, which was filed
with the Securities and Exchange Commission on February 11, 2005, that it had
39,166,167 shares of Common Stock outstanding as of that date.
(b) As the Chairman, President, Chief Executive Officer and
controlling shareholder of InterGroup, John V. Winfield shares the voting
power and disposition power with respect to the Common Stock owned by
InterGroup.
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(c) Other than the transactions discussed in Item 4 herein,
InterGroup and Mr. Winfield had no other transactions effected in the Common
Stock of Issuer within the past sixty (60) days.
(d) No person other than InterGroup, with respect to its shares, or
Mr. Winfield, with respect to his shares, has the right to receive or the
power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares beneficially owned by each.
(e) Inapplicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
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None other than as discussed in Item 4 herein.
Item 7. Material to be Filed as Exhibits
--------------------------------
To the extent required to be filed as exhibits, all agreements and
materials discussed in Item 4 herein were previously filed with the Commission
by Issuer on February 11, 2005, as Exhibits to its Registration Statement on
Form SB-2 and are incorporated by reference to that Form SB-2.
SIGNATURES
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: February 22, 2005 THE INTERGROUP CORPORATION
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By: /s/ John V. Winfield
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John V. Winfield
Chairman, President
and Chief Executive Officer
Dated: February 22, 2005 /s/ John V. Winfield
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John V. Winfield
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APPENDIX A
THE INTERGROUP CORPORATION
Executive Officers and Directors*
John V. Winfield - Chairman of the Board, President and Chief Executive
Officer, The InterGroup Corporation.
Citizenship: United States
William J. Nance - Director. Principal Occupation: Certified Public
Accountant ("CPA") and Consultant.
Citizenship: United States
Gary N. Jacobs - Secretary and Director. Principal Occupation: Executive
Vice President, Secretary and General Counsel MGM
Mirage.
Citizenship: United States
John C. Love - Director. Principal Occupation: CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker.
Citizenship: United States
Joseph A. Grunwald - Vice Chairman of the Board. Principal Occupation:
Industrial, commercial and residential real estate
developer.
Citizenship: Belgium
Mildred Bond - Director. Principal Occupation: Private consultant to
Roxborough the NAACP.
Citizenship: United States
David C. Gonzalez - Vice President Real Estate, The InterGroup Corporation.
Citizenship: United States
David T. Nguyen - Treasurer and Controller, The InterGroup Corporation.
Citizenship: United States.
Michael G. Zybala - Assistant Secretary and Counsel.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o The InterGroup Corporation, 820 Moraga Drive, Los Angeles,
California 90049