CHIP Verichip (MM)

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		92342V105

CUSIP No.		92342V105

CUSIP No.		92342V105

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in the Schedule 13D, as amended, remains effective except to the extent it is amended, restated, supplemented or superseded by information contained in this Schedule 13D/A.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.

CUSIP No.		92342V105

(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)

CUSIP No.		92342V105

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.

Date: October 26, 2009

CUSIP No.		92342V105

Exhibit Index

Exhibit No.		Description
Exhibit 1		Stock Loan Agreement, dated October 21, 2009, between R & R Consulting Partners, LLC and Optimus Capital Partners, LLC

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