0001387131-12-001716.txt : 20120521 0001387131-12-001716.hdr.sgml : 20120521 20120521170647 ACCESSION NUMBER: 0001387131-12-001716 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120521 DATE AS OF CHANGE: 20120521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Thees Thomas M CENTRAL INDEX KEY: 0001317811 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O MARKETAXESS HOLDINGS INC. STREET 2: 140 BROADWAY, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bonds.com Group, Inc. CENTRAL INDEX KEY: 0001179090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 383649127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80545 FILM NUMBER: 12859573 BUSINESS ADDRESS: STREET 1: 529 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-946-3998 MAIL ADDRESS: STREET 1: 529 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: IPORUSSIA INC DATE OF NAME CHANGE: 20020801 SC 13D 1 thees-13d_051012.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

[Rule 13d-101]

 

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13D-2(a)

 

 

Bonds.com Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

098003106

(CUSIP Number)

Thomas M. Thees

c/o Bonds.com Group, Inc.

529 5th Avenue

New York, NY 10017

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

May 10, 2012

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: £

 

 
 

CUSIP No.: 098003106

1.Name of reporting person:

Thomas M. Thees

2.Check the appropriate box if a member of group
(a)£
(b)£
3.SEC use only
4.Source of Funds

OO

5.Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [
6.Citizenship or Place of Organization:

United States Citizen

Number of shares beneficially owned by each reporting person with:

7.  Sole voting power: 19,500,000
8. Shared voting power
9. Sole dispositive power: 19,500,000
10. Shared dispositive power:

11.Aggregate amount beneficially owned by each reporting person:

19,500,000

 

12.Check if the aggregate amount in row (11) excludes certain shares £

 

 [1] The 19,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) reported in this Schedule 13D, represent 1/4th of 78,000,000 shares of Common Stock that become exercisable by the Reporting Person within 60 days from the date of this Statement pursuant to a non-qualified stock option granted to the Reporting Person on May 10, 2012. The remaining 58,500,000 shares of Common Stock under such option are not exercisable within 60 days from the date of this Statement, and such remaining shares vest quarterly over a period of three years from June 1, 2012. The exercise price under such option is $0.09 per share. These options were granted to the Reporting Person pursuant to the Notice of Stock Option Grant and Non-Qualified Stock Option Agreement dated as of May 10, 2012, between the Issuer and Reporting Person, which is attached as Exhibit 1 hereto and contain provisions with respect to the accelerated vesting and termination of such option upon the termination of the Reporting Person’s employment under various circumstances.

 

 
 

13.Percent of class represented by amount in row (11):

15.74%

14.              Type of reporting person: IN

The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant.

Item1.                         Security and Issuer.

This Schedule 13D relates to the Common Stock of Bonds.com Group, Inc. (the “Issuer”), whose principal executive offices are located at 529 5th Avenue, New York, New York 10017.

Item2.                         Identity and Background.

(a) This Statement is being filed by Thomas M. Thees (the “Reporting Person”).

(b) The business address of the Reporting Person is:

c/o Bonds.com Group, Inc.
529 5th Avenue
New York, New York 10017

(c)The Reporting Person has been appointed Chief Executive Officer of the Issuer effective June 1, 2012 (and until such date, he is serving as a Managing Director of Issuer). Additionally, the Reporting Person is a member of the Issuer’s Board of Directors. The Issuer’s principal business is financial services and its address is 529 5th Avenue, New York, New York 10017.
(d)The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
(f)The Reporting Person is a citizen of the United States.  
Item3.                         Source and Amount of Funds or Other Consideration.

On May 10, 2012, the Issuer granted to the Reporting Person a non-qualified stock option for the purchase of 78,000,000 shares of Common Stock (the “Shares”) at an exercise price of $0.09 per share, of which 19,500,000 Shares become exercisable by the Reporting Person within 60 days from the date of this Statement. The remaining 58,500,000 Shares are not exercisable within 60 days from the date of this Statement (and are not included in the number of Shares reported herein), and such remaining Shares vest

 
 

CUSIP No.: 098003106

quarterly over a period of three years from June 1, 2012. If and when the Shares become vested, they remain exercisable for a period of seven (7) years from the date of grant. These options were granted to the Reporting Person in the form incorporated by reference as Exhibit 1 hereto and contain provisions with respect to the accelerated vesting and termination of the options upon the termination of the Reporting Person’s employment under various circumstances.

Item4.                         Purpose of Transaction.

The information contained in Item 3 above is incorporated herein by reference. The Issuer granted to the Reporting Person the non-qualified stock option in connection with his employment by the Issuer.

The Reporting Person has been appointed as the Chief Executive Officer of the Issuer effective June 1, 2012 (and until such date, he is serving as a Managing Director of Issuer), and is a member of the Issuer’s Board of Directors, and, in such capacities, may be involved from time to time on behalf of the Issuer in the consideration of matters specified in Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer from time to time and, depending upon market conditions and other factors that the Reporting Person may deem material in making his investment decision, the Reporting Person may exercise the vested options, purchase Common Stock in open market or private transactions, sell all or any portion of the Common Stock hereafter acquired by the Reporting Person, either in open market or private transactions, or take other steps to increase, decrease or hedge his investment in the Issuer.

Except as described above, the Reporting Person currently has no plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item5.                         Interest in Securities of the Issuer.
(a)As of the date hereof, 19,500,000 Shares may be deemed beneficially owned by the Reporting Person. Such shares represent 15.74% of the issued and outstanding shares of Common Stock (assuming the issuance of the shares of Common Stock beneficially owned by the Reporting Person). The Reporting Person has the right to acquire such Shares within 60 days from the date of this Statement upon the exercise of a non-qualified stock option.
(b)The Reporting Person has sole power to vote the Shares beneficially owned by him, and the Reporting Person has the sole power to dispose, or direct the disposition of, the Shares beneficially owned by him.
(c)Except as described above, during the past sixty days, there were no transactions in shares of Common Stock, or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock, by the Reporting Person or any person or entity controlled by the Reporting Person or any person or entity for which the Reporting Person possesses voting or investment control over the securities thereof.

  (d) Not applicable.
     
  (e) Not applicable

 
 

CUSIP No.: 098003106

Item 6.          Contracts, Understanding, Arrangements and Relationships with Respect to Securities of the Issuer

The information contained in Item 4 above is incorporated herein by reference.

Item 7.          Material to Be Filed as Exhibits.
Exhibit 1. Notice of Stock Option Grant and Non-Qualified Stock Option Agreement dated May 10, 2012, between Bonds.com Group, Inc. and Thomas Thees
 

 

 
 

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: May 21, 2012   By: /s/ Thomas M. Thees
    Name: Thomas M. Thees

 

 

 

EX-1 2 ex-1_0.htm NOTICE OF STOCK OPTION GRANT

 

 

EXHIBIT 1

 

BONDS.com group, inc

 

2011 EQUITY PLAN

 

NOTICE OF STOCK OPTION GRANT

 

Thomas Thees

c/o: Bonds.com Group, Inc.

529 5th Avenue, 8th Floor

New York, NY 10017

 

You have been granted an option to purchase Common Stock of Bonds.com Group, Inc., a Delaware corporation (the “Company”), as follows:

   Board Approval Date: May 10, 2012
     
   Date of Grant May 10, 2012
     
   Exercise Price per Share: $0.09
     
   Total Number of Shares Granted 78,000,000
     
   Total Exercise Price: $7,020,000
     
   Type of Option: Nonstatutory Stock Option
     
   Expiration Date: May 10, 2019
     
   Vesting Commencement Date: The later of June 1, 2012 and the date as of which the Employment Agreement (as defined in the Stock Option Agreement) is executed (as specified therein).
     
   Vesting/Exercise Schedule: 25% of the option Shares vest on the Vesting Commencement Date, and the remainder of the option Shares vest on a quarterly basis in equal amounts over a period of three years (a total of twelve quarterly vesting dates) from the Vesting Commencement Date.
     
   Termination Period As set forth in Section 5 of the Stock Option Agreement.
     
   Transferability: This Option may not be transferred.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Bonds.com Group, Inc. 2011 Equity Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

 
 

 In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause (subject to any employment or other binding, written agreement to which you and the Company may be a party).

    THE COmpany:  
       
    Bonds.com group, Inc.  
       
    By: /s/ John Ryan
 
    Name: John Ryan  
    Title: Chief Financial Officer  

    OPTIONEE:  
       
       
  /s/ Thomas Thees
 
    Thomas Thees  

 

 
 

 

BONDS.com group, inc

 

2011 Equity Plan

 

STOCK OPTION AGREEMENT

 

1. Grant of Option. Bonds.com Group, Inc., a Delaware corporation (the “Company”), hereby grants to Thomas Thees (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant accompanying this Stock Option Agreement (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Bonds.com Group, Inc. 2011 Equity Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. The Optionee and the Company are negotiating and anticipate entering into an Employment Agreement with respect to Optionee's employment by the Company (the “Employment Agreement”). Notwithstanding the foregoing or anything else in this Stock Option Agreement or the Notice, neither the Company nor the Optionee shall have any obligation to enter into the Employment Agreement and either party may terminate negotiations with respect thereto at any time in its sole discretion.

2. Designation of Option. This Option does not qualify as an Incentive Stock Option, and it is intended to be a Nonstatutory Stock Option.

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

(a) Right to Exercise.

(i) This Option may not be exercised for a fraction of a share.

(ii) This Option may only be exercised with respect to Shares that already Vested as of the date of such exercise.

(iii) This Option may not be exercised more than once in any six month period without the consent of the Company.

(iv) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

(v) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(vi) If requested by the Company, the exercise of this Option shall be conditioned upon and subject to the receipt by the Company of an executed signature page to the Company’s Stockholder’s Agreement, if any.

 
 

(b) Method of Exercise; Corporate Transaction.

(i) This Option shall be exercisable by execution and delivery of the Exercise Notice attached hereto as Exhibit A, or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

(iv) Corporate Transaction. In the event of a Change of Control, this Option shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case this Option shall terminate upon the consummation of such transaction; provided, however, that if this Option is not assumed and terminated upon the consummation of such transaction, then this entire Option shall be exercisable for not less than ten (10) business days prior to the consummation of such transaction. For purposes hereof, this Option shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change of Control, as the case may be, the holder of this Option would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by this Option).

 
 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

(a) cash or check;

(b) cancellation of indebtedness;

(c) by surrender of shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised and any applicable withholding taxes;

(d) by surrender of shares of Common Stock otherwise issuable pursuant to this Option that have a Fair Market value equal to the Exercise Price; or

(e) such other methods as may be consistent with the Plan and permitted by the Plan Administrator.

5. Termination of Relationship.

(a) Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety and any Shares for which the Option is not exercisable pursuant to the Notice and this Section 5 shall be forfeited. In no event may the Option be exercised prior to the Vesting Commencement Date or after the Expiration Date of the Option as set forth in the Notice.

(b) Termination Before Execution of Employment Agreement. If the Optionee’s Continuous Service Status is terminated for any reason whatsoever (whether with or without cause or good reason or due to death or disability) prior to the execution and delivery of the Employment Agreement by the Company and Optionee, the entire Option shall terminate immediately and no portion of the Option may be exercised by the Optionee.

(c) Termination After Execution of Employment Agreement. In connection with any termination that occurs after the execution and delivery of the Employment Agreement by the Company and Optionee, Optionee may exercise the Option only as described below:

(i) Termination upon Death and Disability of Optionee. If the Optionee’s Continuous Service Status is terminated as a result of the Optionee’s death or Disability (as defined in the Employment Agreement) then the Stock Option shall immediately become vested and exercisable as to the Shares that would vest over the next four quarters following the date of termination due to death or Disability, and the Option shall continue to be exercisable for such vested portion until eighteen (18) months after such date of termination. The balance of the unvested portion of the Option shall terminate immediately upon such termination of Optionee’s Continuous Service.

 
 

(ii) Termination Without Cause or With Good Reason. If the Optionee’s Continuous Service Status is terminated is terminated by the Company without Cause (as defined in the Employment Agreement) or by the Executive for Good Reason (as defined in the Employment Agreement), then the Option shall continue to vest and become exercisable only for the next six (6) calendar quarters and Optionee shall have until the date eighteen (18) months after the date of termination to exercise the Option; provided, however, (i) the Optionee shall have at least 30 days to exercise the Stock Option following the date the last tranche vests, and (ii) in the event that a Change in Control has occurred prior to the Optionee’s termination of employment then, notwithstanding the provision above, the Option shall become fully exercisable upon the termination of Optionee’s employment by the Company without Cause or by the Optionee for Good Reason. The balance of the unvested portion of the Option shall terminate immediately upon such termination of Optionee’s Continuous Service.

(iii) Termination Without Good Reason. If the Optionee’s Continuous Service Status is terminated by the Optionee without Good Reason (as defined in the Employment Agreement), then the vested portion of the Option as of the termination date shall remain exercisable for 90 days following such date, and the unvested portion as of the termination date shall immediately terminate.

(iv) Termination With Cause. If the Optionee’s Continuous Service Status is terminated by the Company for Cause (as defined in the Employment Agreement), then the Company shall, within 10 business days following the termination of employment, issue and deliver to the Optionee such number of shares as would have been issuable to Optionee had Optionee exercised the vested portion of this Option as of the date of termination and paid the aggregate Exercise Price and the amount necessary to cover any applicable withholding or other taxes due upon exercise solely in the manner contemplated by Section 4(d), and the unvested portion as of the termination date shall immediately terminate.

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7. Tax Consequences. THE OPTIONEE HEREBY ACKNOWLEDGES THAT THE ISSUANCE AND EXERCISE OF THIS OPTION MAY HAVE TAX CONSEQUENCES TO THE OPTIONEE AND THAT ANY AND ALL SUCH TAX CONSEQUENCES ARE THE SOLE RESPONSIBILITY OF THE OPTIONEE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE ACCEPTING AND/OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

 

8. Lock-Up Agreement. Upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

 
 

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

 

    THE COmpany:  
       
    Bonds.com group, Inc.  
       
    By: /s/ John Ryan
 
    Name: John Ryan  
    Title: Chief Financial Officer  

    OPTIONEE:  
       
       
  /s/ Thomas Thees
 
    Thomas Thees