SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
Uroplasty, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
917277204
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 13G
CUSIP NO. 917277204
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
1
Michael A. Roth and Brian J. Stark, as joint filers
pursuant to Rule 13d-1(k).
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SOLE VOTING POWER
5
SHARES 0
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY EACH 1,232,714 shares of Common Stock (See
Item 4)
REPORTING SOLE DISPOSITIVE POWER
7
0
PERSON WITH
SHARED DISPOSITIVE POWER
8
1,232,714 shares of Common Stock (See
Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9
1,232,714 shares of Common Stock (See Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [X]
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
9.2% (See Item 4)
TYPE OF REPORTING PERSON
12
IN
CUSIP NO. 917277204
Item 1(a). Name of Issuer:
Uroplasty, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
5420 Feltl Road
Minnetonka, Minnestoa 55343
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office
and Citizenship:
This Amendment No. 3 to Schedule 13G is being filed on behalf
of Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing
Agreement, a copy of which is filed with this Amendment No. 3
to Schedule 13G as Exhibit 1, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
The principal business office of the Reporting Persons is
3600 South Lake Drive, St. Francis, WI 53235. The Reporting
Persons are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Common Stock")
Item 2(e). CUSIP Number:
917277204
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
1,232,714 shares of Common Stock*
(b) Percent of class:
Based on 14,946,540 shares of Common Stock outstanding as
of October 31, 2009 as indicated in the Issuer's
Quarterly Report on Form 10-Q for the period ended
September 30, 2009, the Reporting Persons hold
approximately 8.2% of the issued and outstanding Common
Stock of the Issuer.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote:
1,232,714 shares of Common Stock*
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose of or direct the disposition
of: 1,232,714 shares of Common Stock*
*The Reporting Persons beneficially own an aggregate of
1,232,714 shares of Common Stock. The foregoing amount of
Common Stock and percentage ownership represent the combined
indirect holdings of Michael A. Roth and Brian J. Stark. The
Common Stock reported in this Schedule 13G does not include
704,167 shares of Common Stock issuable upon the exercise of
warrants held by the Reporting Persons. Such warrants held by
the Reporting Persons are subject to conversion caps that
preclude the holder thereof from utilizing its eercise rights
to the extent that it would beneficially own (determined in
accordance with Section 13(d) of the Exchange Act) in excess
of 4.99% of the Common Stock, giving effect to such exercise.
All of the foregoing represents an aggregate of 1,232,714
shares of Common Stock held directly by SF Capital Partners
Ltd. ("SF Capital"). The Reporting Persons direct the
management of Stark Offshore Management LLC ("Stark Offshore")
which acts as investment manager and has sole power to direct
the management of SF Capital. Through Stark Offshore, the
Reporting Persons possess voting and dispositive power over
all of the foregoing shares. Therefore, for the purposes of
Rule 13d-3 under the Exchange Act, the Reporting Persons may
be deemed to be the beneficial owners of, but hereby disclaim
such beneficial ownership of, the foregoing shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
CUSIP NO. 917277204
Item 9. Notice of Dissolution of a Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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: February 16, 2010
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark
CUSIP NO. 917277204
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
certain shares of Common Stock of Uroplasty, Inc. and further agree that this
Joint Filing Agreement shall be included as an exhibit to such joint filings
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 16, 2010.
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark