UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rockwell Medical Technologies, Inc.
(Name of Issuer)
Common Stock, No par value per share
(Title of Class of Securities)
774374102
(CUSIP Number)
David A. Hagelstein
36801 Woodward Avenue, Suite 313
Birmingham, Michigan 48009
(248) 229-2136
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 2008
(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.
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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).
TABLE OF CONTENTS
Item 1. Security and Issuer
The class of equity security to which this statement relates is the
common stock, no par value per share (the “Common Stock”), of Rockwell
Medical Technologies, Inc., a Michigan corporation (the “Company”).
The address of the principal executive offices of the Company is 30142
Wixom Road, Wixom, Michigan 48393
Item 2. Identity and Background
This statement is being jointly filed by each of the following persons
pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of
1934, as amended.
The David Hagelstein Charitable Remainder Unitrust (the “Charitable
Trust”) is a Michigan charitable trust and its principal business is to
hold investments, including the shares of the Company described herein.
Its principal office is located at 36801 Woodward Avenue, Suite 313,
Birmingham, Michigan 48009.
David A. Hagelstein, individually and as Trustee of the David A.
Hagelstein Revocable Living Trust, dated October 27, 1993
(collectively, the “Revocable Trust”) is an individual and a United
States citizen, and is retired and acquires securities for investment
purposes. David Hagelstein’s address is 36801 Woodward Avenue, Suite
313, Birmingham, Michigan 48009.
Neither the foregoing entity or individual has, during the past five
years: (i) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction for which he 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, or (ii) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Item 3. Source and Amount of Funds or Other Consideration
The shares of the Company described herein have been purchased by the
Charitable Trust and the Revocable Trust through open market purchases
for cash from the period of September 2, 2005 through October 10, 2008.
The aggregate consideration paid by the Charitable Trust for its
shares was $2,136,243 and the aggregate consideration paid by the
Revocable Trust for its shares was $2,811,195.
Item 4. Purpose of Transaction
The shares described herein were acquired for investment purposes only.
There are no agreements as to the voting of the stock or disposition
of the stock.
Item 5. Interest in Securities of the Issuer
(a) This filing relates to 503,000 shares of Common Stock of the
Company held by the Revocable Trust and as to 412,800 shares of the
Common Stock of the Company held by the Charitable Trust. The
aggregate shares held by both the Revocable Trust and the Charitable
Trust comprise 6.62% of the issued and outstanding shares of the Common
Stock of the Company. David A. Hagelstein is the sole trustee and
beneficiary of the Revocable Trust and is the sole trustee of the
Charitable Trust. As such, Mr. Hagelstein has the power to vote all of
the shares which are subject to this
filing and has the power to cause
the disposition of such shares.
(b) David A. Hagelstein in his capacity as Trustee of both the
Revocable Trust and the Charitable Trust has the power to vote or
dispose of the shares of Common Stock held by Revocable Trust and the
Charitable Trust.
(c) See Item 3.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds of the sale of the shares
which are the subject of this filing.
(e) Not applicable
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Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer |
Not applicable
Item 7. Material to be Filed as Exhibits
Exhibit
99.1 Joint Filing Agreement
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is
defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, no par value per share of Rockwell Medical
Technologies, Inc., and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement this 29th day of
October, 2008
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October 29, 2008 |
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(Date) |
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The David Hagelstein Charitable Remainder Unitrust
under agreement dated November 20, 2008 |
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By:
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/s/ David A. Hagelstein |
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(Signature) |
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David A. Hagelstein, its Trustee |
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(Name and Title) |
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October 29, 2008 |
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(Date) |
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/s/ David A. Hagelstein |
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Signature |
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David A. Hagelstein, individually and as
Trustee of the |
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David A. Hagelstein Revocable Living Trust |
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dated October 27, 1993 |
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(Name and Title) |
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October 29, 2008 |
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(Date) |
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