0001193125-14-024288.txt : 20140128 0001193125-14-024288.hdr.sgml : 20140128 20140128162059 ACCESSION NUMBER: 0001193125-14-024288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140128 DATE AS OF CHANGE: 20140128 GROUP MEMBERS: ABDALLAH DAHER GROUP MEMBERS: DAHER BONDS INVESTMENT CO GROUP MEMBERS: MIDA HOLDINGS 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80545 FILM NUMBER: 14553239 BUSINESS ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-257-4062 MAIL ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: IPORUSSIA INC DATE OF NAME CHANGE: 20020801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Daher Michel CENTRAL INDEX KEY: 0001536870 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 241 STREET 2: FERZOL MAIN ROAD CITY: BEKAA VALLEY STATE: M8 ZIP: 1107 SC 13D/A 1 d665354dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Bonds.com Group, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

098003106

(CUSIP Number)

Rima R. Moawad

Haynes and Boone, LLP

30 Rockefeller Plaza

26th Floor

New York, New York 10112

212.659.4996

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

January 27, 2014

(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.  ¨

 

 

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).

 

 

 


CUSIP 098003106

 

  1.   

Names of Reporting Persons

 

Michel Daher

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        

(b)  x

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  

 

¨

  6.  

Citizenship or Place of Organization

 

Lebanon

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

 

      7.     

Sole Voting Power

 

307,0861

      8.     

Shared Voting Power

 

460,6302

      9.     

Sole Dispositive Power

 

307,0861

    10.     

Shared Dispositive Power

 

460,6302

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

767,7163

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

75.9%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1  Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants.
2  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.
3  Includes 410,575 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 357,141 shares of Common Stock issuable upon exercise of Warrants.

 

2


CUSIP 098003106

 

  1.   

Names of Reporting Persons

 

Abdallah Daher

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        

(b)  x

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  

 

¨

  6.  

Citizenship or Place of Organization

 

Lebanon

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

 

      7.     

Sole Voting Power

 

    

      8.     

Shared Voting Power

 

460,6301

      9.     

Sole Dispositive Power

 

    

    10.     

Shared Dispositive Power

 

460,6301

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

460,6301

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

65.4%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.

 

3


CUSIP 098003106

 

  1 .  

Names of Reporting Persons

 

Daher Bonds Investment Company

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

  3.  

SEC Use Only

 

    

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

 

      7.     

Sole Voting Power

 

460,6301

      8.     

Shared Voting Power

 

    

      9.     

Sole Dispositive Power

 

460,6301

    10.     

Shared Dispositive Power

 

    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

460,6301

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

65.4%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

1  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.

 

4


CUSIP 098003106

 

  1.   

Names of Reporting Persons

 

Mida Holdings

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

 

      7.     

Sole Voting Power

 

307,0861

      8.     

Shared Voting Power

 

      9.     

Sole Dispositive Power

 

307,0861

    10.     

Shared Dispositive Power

 

    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

307,0861

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

55.8%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

1  Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants.

 

5


CUSIP 098003106

 

This Amendment No. 4 to Schedule 13D amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2011, as amended by Amendment No. 1 filed on June 15, 2012, Amendment No. 2 filed on March 15, 2013 and Amendment No. 3 filed on January 14, 2014 (as amended, the “Schedule 13D”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

 

Item 4. Purpose of Transaction

Item 4 is hereby supplemented and amended by the following additional information:

The Reporting Persons are currently reconsidering and evaluating all of their options with respect to their investment in the Company and intend to have discussions with the Company regarding a possible change of control transaction or other business combination or refinancing transaction involving the Company. Accordingly, in a letter dated January 27, 2014, attached hereto as Exhibit 99.1 (the “Letter”), Long Ridge Equity Partners, LLC, on behalf of one or more funds managed by it and its affiliates and on behalf of Mr. Michel Daher and one or more of his affiliates, submitted an indication of interest to acquire all capital stock of the Company. Confidential Treatment has been requested with respect to certain portions of the Letter. The exact form of the transaction contemplated by the Proposal has not yet been determined, but it may take the form of a merger, tender offer or other corporate transaction. If such a transaction is consummated, the Common Stock would no longer be traded on the OTC Bulletin Board and the registration of the Common Stock under Section 12 of the Exchange Act would be terminated.

The foregoing information is preliminary in nature and represents the current plans or proposals of the Reporting Persons at this time.

The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Company in light of their general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company.

Except as described in this Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page herein.

(b) Number of shares as to which the Reporting Person has:

(i) sole power to vote or to direct the vote: See Item 7 on the cover page hereto.

(ii) shared power to vote or to direct the vote: See Item 8 on the cover page hereto.

(iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page hereto.

(iv) shared power to dispose or to direct the disposition: See Item 10 on the cover page hereto.

All percentages set forth in this statement are based on 243,438 shares of Common Stock, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2013.

(c) Transactions by the Reporting Person in shares of Common Stock of the Issuer in the last sixty days consist of the following transactions: None.

 

6


CUSIP 098003106

 

Item 7. Material to be Filed as Exhibits

 

99.1    Letter dated January 27, 2014. Confidential treatment has been requested for certain portions of this document. The omitted portions of this document have been filed separately with the Securities and Exchange Commission.

 

7


CUSIP 098003106

 

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: January 28, 2014

 

/s/ Michel Daher
Michel Daher
/s/ Abdallah Daher
Abdallah Daher
Daher Bonds Investment Company
By:   /s/ Michel Daher
  Michel Daher, Manager
Mida Holdings
By:   /s/ Michel Daher
  Michel Daher, Manager

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

8

EX-99.1 2 d665354dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

January 27, 2014                

STRICTLY CONFIDENTIAL

Special Committee of the Board of Directors

Bonds.com Group, Inc.

1500 Broadway, 31st Floor

New York, NY 10036

Dear Members of the Special Committee:

Long Ridge Equity Partners, LLC (“Long Ridge”) is pleased to submit, on behalf of one or more funds managed by us or our affiliates and on behalf of Mr. Michel Daher and one or more of his affiliates, a non-binding indication of interest (such non-binding indication of interest, the “proposal”) to acquire all the outstanding shares of capital stock of Bonds.com Group, Inc. (the “Company”), for a total equity value of the Company “********”, in cash, (the “Transaction”), on the terms and subject to the conditions outlined below.

We have spent considerable time working with our advisors to arrive at a fair and competitive value for the Company that is compelling for the Company and its stockholders. We believe your stockholders are aware of, and fully appreciate, the risks and challenges confronting the Company given its current competitive environment and financial condition, and will find the certainty in the value of our proposal to be highly attractive. We also are prepared to work with the Company to structure the Transaction to minimize the period to closing.

Background on Long Ridge Equity Partners

Founded in 2007, Long Ridge Equity Partners is a private investment firm focused on the financial services industry. Leveraging deep sector knowledge and an extensive network of industry resources, Long Ridge serves as a value-added partner to high-growth financial services businesses. Over the last decade, Long Ridge’s principals have sponsored some of the most successful growth companies in the financial sector, providing strategic resources and capital to drive profitable expansion. Long Ridge places a strong emphasis on partnership with management, focusing heavily on aligned incentives through equity participation.

No Financing Condition

Our proposal is not contingent on the receipt of financing by us as we have access to the funds required to complete the Transaction. The investment in the Company will be financed with committed equity provided by Long Ridge Equity Partners I and affiliates (including Mr. Michel Daher and other potential coinvestors from Long Ridge’s current LP base). Long Ridge Equity Partners I had its final close in February of 2013 with $100.0 million in capital commitments, of which 34% currently invested or committed.


Management

To ensure the success of the Transaction, we are strongly committed to drawing on the strength and depth of the team at the Company. We have the highest respect for the quality of the Company’s employees and believe that a significant portion of the Transaction value is represented by the talented employees that would continue to work for the Company going forward.

Transaction Process and Timing

We are committed to move forward with this Transaction as expeditiously as possible and are prepared to commit significant time and resources to work with you and your advisors to discuss all aspects of our proposal, complete our due diligence and commence the negotiation of definitive transaction documentation. We expect to be able to minimize management time and business distraction and complete our due diligence in an expeditious manner. We expect to complete our due diligence review within four weeks. Key due diligence activities to include the following:

 

  (a) Additional meetings with Company management and key personnel

 

  (b) Further analysis on the Company’s performance, competitive landscape, customers and technology

 

  (c) Reference calls with the Company’s key clients

 

  (d) Financial/accounting due diligence

 

  (e) Legal due diligence

We are working with Haynes and Boone, LLP, as our outside counsel, and KPMG, as our accounting and tax advisor.

Required Approvals

Long Ridge does not require any approvals other than the consent of its internal investment committee (which consists of Jim Brown and Kevin Bhatt). Other than regulatory approvals in connection with the Company’s status as broker dealer, we believe that the proposed combination should not encounter any significant regulatory issues.

Indication of Interest

This letter and our proposal constitute a preliminary, non-binding indication of interest to acquire the outstanding capital stock of the Company, and our proposal is being submitted based on the understanding that it is not an offer that is capable of being accepted and that there will be no binding agreement between us or any commitment or obligation on either party with respect to the proposal or a possible transaction, unless and until a definitive agreement is executed by us and the Company. We reserve the right to discontinue discussions regarding, and withdraw, our proposal at any time. Our proposal is subject to customary conditions, including, among other things, our satisfaction with the results of due diligence in our sole discretion and the negotiation of mutually satisfactory definitive documentation.

 

THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

 

2


Our team is very focused on delivering the best possible execution on this Transaction, and we look forward to discussing this opportunity with you further. If you have any questions regarding our proposal, please do not hesitate to contact either of the following individuals:

 

Jim Brown, Partner

Long Ridge Equity Partners

1120 Avenue of the Americas

New York, NY 10036

(212) 951-8602

jbrown@lrepllc.com

  

Marwan Khoueiry, Associate

Long Ridge Equity Partners

1120 Avenue of the Americas

New York, NY 10036

(212) 951-8693

mkhoueiry@lrepllc.com

We appreciate that you will want to consider our proposal carefully, but we do request that you respond to our proposal as soon as possible.

 

            Sincerely yours,
Acknowledged and agreed on behalf of Long Ridge Equity Partners:
By:   /s/ Jim Brown
 

Name: Jim Brown

Title: Managing Partner

 

THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

 

3