UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name of Issuer)
Common
Stock — $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Scott R. Silverman
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445
561-805-8008
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
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).
This Amendment No. 5 to Schedule 13D relates to shares of common stock, par value $0.01 per share
(the “Shares”)of VeriChip Corporation (the “Issuer”) and amends and restates certain Items of the
Schedule 13D, originally filed by Scott R. Silverman and R & R Consulting Partners, LLC (“R&R”)
with the Securities and Exchange Commission (the “SEC”) on November 19, 2008, as amended on
February 27, 2009, October 1, 2009, October 19, 2009 and October 21, 2009 by furnishing the
information set forth below. Information contained in the Schedule 13D, as amended, remains
effective except to the extent it is amended, restated, supplemented or superseded by information
contained in this Schedule 13D/A.
Item 3. Source and Amount of Funds or Other Consideration
The following information restates the information previously provided in Item 3.
On November 12, 2008, R&R acquired 5,355,556 Shares from Digital Angel Corporation, which
represented Digital Angel Corporation’s entire interest in the Issuer. R&R paid, in consideration
for the Shares acquired, $750,000 from working capital. Mr. Silverman is the managing member of
R&R. Mr. Silverman acquired his remaining 866,111 Shares while serving as an officer and director
of the Issuer.
On February 20, 2009, as compensation for services that Mr. Silverman has rendered and will render
to the Issuer as executive chairman from December 1, 2008 through December 31, 2009, Mr. Silverman
was issued 601,852 restricted Shares, which will vest on January 1, 2010.
On September 29, 2009, pursuant to a stock loan agreement with Optimus Capital Partners, LLC
(“Optimus”), Optimus borrowed 1,300,000 Shares from R&R in order to facilitate the transactions
contemplated by the Preferred Stock Purchase Agreement, dated September 29, 2009, between the
Issuer and Optimus (the “Purchase Agreement”). Pursuant to the Purchase Agreement, from time to
time, R&R will loan Shares equal to 135% of the aggregate purchase price for each tranche pursuant
to stock loan agreements between R&R and Optimus. R&R is being paid $100,000 plus 2% interest for
entering into the stock loan arrangement. The aggregate amount of Shares loaned under any and all
stock loan agreements, together with all other Shares sold by or on behalf of the Issuer pursuant
to General Instruction I.B.6. to Form S-3, can not exceed one-third of the aggregate market value
of the voting and non-voting common equity held by non-affiliates of the Issuer in any 12 month
period (the “S-3 Limitation”). R&R may demand return of some or all of the borrowed Shares (or an
equal number of freely tradable shares of common stock of the Issuer) at any time on or after the
six-month anniversary date such borrowed Shares were loaned to Optimus, but no such demand may be
made if there are any shares of Series A Preferred Stock then outstanding. If a permitted return
demand is made, Optimus shall return the borrowed Shares within three trading days after such
demand (or an equal number of freely tradable shares of common stock of the Issuer). Optimus may
return the borrowed Shares to R&R, in whole or in part, at any time or from time to time, without
penalty or premium.
On October 8, 2009, pursuant to a stock loan agreement with Optimus, Optimus borrowed an additional
800,000 Shares from R&R in exchange for a cash payment of $1,000 plus 2% per annum.
On October 20, 2009, pursuant to a stock purchase agreement between Mr. Silverman and Optimus, Mr.
Silverman sold 750,000 Shares to Optimus in exchange for approximately $1.4 million. The stock
purchase agreement contains customary representations and warranties of Mr. Silverman and Optimus.
On October 21, 2009, pursuant to a stock loan agreement with Optimus, Optimus borrowed an
additional 600,000 Shares from R&R in exchange for a cash payment of $1,000 plus 2% per annum. A
copy of the stock loan agreement, dated October 21, 2009, between R&R and Optimus is attached
hereto as Exhibit 1 and the terms of such agreement are incorporated herein by reference.
Item 4. Purpose of Transaction
The following information restates the information previously provided in Item 4.
The information set forth in Item 3 is incorporated by reference into this Item 4. Except as set
forth in this Schedule 13D/A, neither Mr. Silverman nor R&R has any present plans, arrangements or
understandings that relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The following information restates the information previously provided in Item 5.
(a) Mr. Silverman beneficially owns 6,073,519 Shares, representing 42.9% of the outstanding Shares,
which includes 5,355,556 Shares directly held by R&R. R&R beneficially owns 5,355,556 Shares,
representing 37.8% of the outstanding Shares.
Page 4 of 7
(b) Of the 717,963 Shares directly held by Mr. Silverman, Mr. Silverman has sole voting power
over 717,963 Shares and sole dispositive power over 116,111 Shares. Mr. Silverman lacks dispositive
power over 601,852 Shares, which are restricted as to transfer until January 1, 2010.
Of the 5,355,556 Shares directly held by R&R, Mr. Silverman and R&R have shared voting power over
the 5,355,556 Shares. Mr. Silverman and R&R have shared dispositive power over 2,655,556 and lack
dispositive power over the 2,700,000 shares borrowed by Optimus pursuant to the terms of the stock
loan agreements described in Item 3. “Source and Amount of Funds or Other Consideration.” Optimus
does not have voting power over any of such 2,700,000 Shares.
(c) See the information in Item 3. “Source and Amount of Funds or Other Consideration,” which is
incorporated herein by reference. No other transactions involving the securities of the Issuer
were effected since the last Schedule 13D/A was filed by Mr. Silverman or R&R.
(d) No other person is known to have a right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Silverman
and R&R.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
The following information restates the information previously provided in Item 6.
The information set forth in Items 2 through 5 is incorporated by reference into this Item 6.
Except as described in Item 3 above, to the knowledge of Mr. Silverman and R&R, there are no
contracts, arrangements, understandings or relationships (legal or otherwise), including but not
limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies between Mr. Silverman and R&R and any other person, with respect
to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The following documents are filed as an exhibit to this Schedule 13D/A:
1. Stock Loan Agreement, dated October 21, 2009, between R & R Consulting Partners, LLC and Optimus
Capital Partners, LLC
2. Joint Filing Agreement, dated November 19, 2008, between Scott R. Silverman and R & R Consulting
Partners, LLC (incorporated by reference to Exhibit 2 to the Schedule 13D filed by the reporting
persons with the Securities and Exchange Commission on November 19, 2008)
Page 5 of 7
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