UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
March 12, 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 persons 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. |
1
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. |
2
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. |
3
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. |
4
CUSIP 098003106 |
This Amendment No. 6 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, Amendment No. 3 filed on January 17, 2014, Amendment No. 4 filed on January 28, 2014 and Amendment No. 5 filed on March 4, 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:
On March 5, 2014, the Issuer, MTS Markets International, Inc. (MTS), an affiliate of the London Stock Exchange Group, and MMI Newco Inc., a wholly-owned subsidiary of MTS (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of MTS (the Merger). As disclosed by the Issuer, the aggregate cash consideration (the Merger Consideration) is approximately $15 million according to the terms of the Merger Agreement and subject to certain adjustments described therein.
Pursuant to the Merger Agreement, MTS will place $1.5 million of proceeds from the sale of the shares pursuant to the Merger into escrow to cover the purchase price adjustment and certain potential indemnity claims. In the absence of claims, these funds will be released to the Series E-2 stockholders of the Issuer, including the Reporting Persons, in increments of $500,000 beginning on the first anniversary of closing and continuing on the 18 and 24 month anniversaries of closing. In addition, from $100,000 up to $200,000 will be held by a stockholder representative as a reserve for expenses incurred in connection with such persons duties as a stockholder representative.
In connection with the Merger Agreement, certain of the Issuers stockholders, including the Reporting Persons, have executed a Written Consent of Certain Stockholders of Bonds.com Group, Inc. (the Stockholder Consent) on March 12, 2014, pursuant to which those stockholders, including the Reporting Persons, have affirmatively approved the Merger Agreement and the transactions contemplated thereby. In addition, pursuant to the Stockholder Consent, among other things, the Reporting Persons have agreed not to transfer, at any time prior to the effective time of the Merger, any shares of the Issuers capital stock held by the Reporting Persons.
If the Merger is consummated, the outstanding shares of common stock will cease to be registered under the Exchange Act, and the Issuer will become a wholly-owned subsidiary of MTS.
The Reporting Persons previously announced certain potential proposals regarding a possible change of control transaction or other business combination or refinancing transaction involving the Issuer. In light of the Issuers announcement of the pending Merger, the Reporting Persons have ceased their discussions with the Issuer regarding such a change of control transaction or other business combination or refinancing transaction other than the transactions contemplated by the Merger Agreement. 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 Issuer in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.
The foregoing description of the Stockholder Consent does not purport to be a complete description and is qualified in its entirety by reference to such document. A copy of the Stockholder Consent is attached hereto as Exhibit 99.1 and is incorporated herein by reference. References to, and descriptions of, the Merger Agreement as set forth in this Item 4 are qualified in their entirety by reference to the Merger Agreement filed as Exhibit 1.1 to the Issuers current report on Form 8-K filed with the SEC on March 7, 2014 which is incorporated in its entirety in this Item 4.
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.
5
CUSIP 098003106 |
(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 Issuers 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.
Item 7. | Material to be Filed as Exhibits |
99.1 | Written Consent of Certain Stockholders of Bonds.com Group, Inc., signed by Daher Bonds Investment Company and Mida Holdings on March 12, 2014. |
6
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: March 12, 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).
7
Exhibit 99.1
WRITTEN CONSENT
OF CERTAIN STOCKHOLDERS OF
BONDS.COM GROUP, INC.
Pursuant to Section 228 of the Delaware General Corporation Law (the DGCL) and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Bonds.com Group, Inc., a Delaware corporation (the Company), the undersigned, being the holder of the number of shares of the Companys common stock, par value $0.0001 per share (the Company Common Stock), Series A participating preferred stock, par value $0.0001 per share (the Series A Stock), Series C convertible preferred stock, par value $0.0001 per share (the Series C Stock), Series E convertible preferred stock, par value $0.0001 per share (the Series E Stock), Series E-1 convertible preferred stock, par value $0.0001 per share (the Series E-1 Stock), and/or Series E-2 convertible preferred stock, par value $0.0001 per share (the Series E-2 Stock and, collectively with the Series A Stock, Series C Stock, Series E Stock and Series E-1 Stock, the Company Preferred Stock) set forth on the signature page below, does hereby irrevocably consent as follows:
Adoption of the Merger Agreement
WHEREAS, the Board of Directors of the Company has (a) approved and declared advisable (i) the Agreement and Plan of Merger, dated as of March 5, 2014, among MTS Markets International, Inc., a Delaware corporation (Parent), MMI Newco Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and the Company, which is attached hereto as Exhibit A (the Merger Agreement), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the Merger), (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement, including execution of the Escrow Agreement (as defined in the Merger Agreement), (b) declared that it is in the best interests of the Companys stockholders that the Company enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement, (c) declared that the consideration to be paid to the Companys stockholders in the Merger is fair to such stockholders and (d) recommended that the Companys stockholders adopt the Merger Agreement;
WHEREAS, the Merger Agreement provides that each share of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than shares of Company Common Stock and Company Preferred Stock that are held by a holder who has sought appraisal rights pursuant to the DGCL) shall be cancelled and shall be converted automatically into the right to receive the Merger Consideration (as defined in the Merger Agreement);
WHEREAS, the undersigned has reviewed the Merger Agreement and such other information as it believes necessary to make an informed decision concerning its vote on the adoption of the Merger Agreement, and the undersigned has had the opportunity to consult with its own legal, tax and/or financial advisor(s) regarding the consequences to it of the Merger, the Merger Agreement and the execution of this written consent;
WHEREAS, the undersigned desires to waive any rights to appraisal of the fair value of its shares of Company Common Stock and Company Preferred Stock and rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise;
WHEREAS, the undersigned desires to waive certain other rights in connection with this written consent, the Merger Agreement and the Merger all as set forth herein;
WHEREAS, the undersigned agrees not to transfer, at any time prior to the Effective Time (as defined in the Merger Agreement), any shares of Company Common Stock or Company Preferred Stock held by it;
WHEREAS, the undersigned, if a holder of Series E-2 Stock (Series E-2 Holder), acknowledges and agrees that $1,500,000 of Merger Consideration (as defined in the Merger Agreement) (the Escrow Amount) will be placed in escrow for the purpose of (a) paying any amount owed, if any, as a result of a downward adjustment to the Merger Consideration pursuant to Section 2.8 of the Merger Agreement and (b) satisfying any indemnification claims that may arise under Section 9.2 of the Merger Agreement, subject in each case to the terms of the Merger Agreement, including Section 9.6, with it being understood that all such obligations set forth in (a) and (b) above shall be satisfied solely by the Escrow Amount and that any portion of the Escrow Amount not used to satisfy such obligations shall be released to the Stockholder Representative (as defined in the Merger Agreement) for distribution to the Series E-2 Holders over a period of two years pursuant to the terms of the Merger Agreement and the Escrow Agreement;
WHEREAS, the undersigned, if a Series E-2 Holder, acknowledges and agrees that up to $200,000 of Merger Consideration (the Reserve Amount) will be disbursed to the Stockholder Representative to be used to pay any expenses (including reasonable legal fees, accounting fees, consulting fees, and other out-of-pocket expenses) incurred by the Stockholder Representative in that capacity; and
WHEREAS, the undersigned, if a Series E-2 Holder, agrees to the appointment of the Stockholder Representative by the Required Series E-2 Stockholders, with the power and authority to act on behalf of the Series E-2 Holders as set forth in the Merger Agreement.
1. | NOW, THEREFORE, BE IT RESOLVED, that after consideration of the terms and conditions of the Merger Agreement and the Escrow Agreement, the Merger Agreement, the Escrow Agreement and the transactions and agreements contemplated thereby, including the Merger, be, and the same hereby are, adopted and approved in all respects; |
2. | FURTHER RESOLVED, that, the undersigned hereby irrevocably waives any rights to appraisal of the fair value of its shares of Company Common Stock and Company Preferred Stock with respect to the Merger and any rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise; |
3. | FURTHER RESOLVED, that, conditioned on the Closing (as defined in the Merger Agreement) and effective as of the Effective Time, the undersigned (on its own behalf and on behalf of its successors-in-interest, transferees or assignees) hereby irrevocably waives any and all claims it may have against the Company or the Surviving Corporation in its capacity as a stockholder of the Company, including, without limitation, any claim relating to any prior purchases by such stockholder of debt or equity of the Company, including pursuant to the Unit Purchase Agreement dated December 5, 2011 and the Unit Purchase Agreement dated February 28, 2013, and agrees to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by the Parent in writing; provided, however, nothing in this written consent constitutes a waiver of (a) rights or claims under the Merger Agreement, the Escrow Agreement, and other Ancillary Agreements, (b) for the avoidance of doubt, rights or claims under indemnification or similar agreements and indemnification, exculpation and advancement of expense provisions in the Companys Certificate of Incorporation and Bylaws, (c) for the avoidance of doubt, rights to repayment of the Bridge Loans (as defined in the Merger Agreement), or (d) for the avoidance of doubt, any rights or claims in the event the Closing does not occur; |
4. | FURTHER RESOLVED, that the undersigned hereby agrees not to transfer any shares of Company Common Stock or Company Preferred Stock held by it at any time prior to the Effective Time (as defined in the Merger Agreement), unless and until the Merger Agreement is validly terminated in accordance with its terms; |
5. | FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned hereby acknowledges and agrees (on its own behalf and on behalf of its successors-in-interest, transferees or assignees) that the Escrow Amount will be placed in escrow for the purpose of (a) paying any amount owed, if any, as a result of a downward adjustment to the Merger Consideration pursuant to Section 2.8 of the Merger Agreement and (b) satisfying any indemnification claims that may arise under Section 9.2 of the Merger Agreement, subject in each case to the terms of the Merger Agreement, including Section 9.6, with it being understood that all such obligations set forth in (a) and (b) above shall be satisfied solely by the Escrow Amount and that any portion of the Escrow Amount not used to satisfy such obligations shall be released to the Stockholder Representative (as defined in the Merger Agreement) for distribution to the Series E-2 Holders over a period of two years pursuant to the terms of the Merger Agreement and the Escrow Agreement; |
6. | FURTHER RESOLVED, that the Required Series E-2 Stockholders are authorized to designate the Stockholder Representative (as defined in the Merger Agreement), with the power and authority to act on behalf of the Series E-2 Holders as set forth in the Merger Agreement and with the rights set forth in the Merger Agreement; |
7. | FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned acknowledges and agrees that the Reserve Amount will be disbursed to the Stockholder Representative to be used to cover and liabilities and pay any expenses (including reasonable legal fees, accounting fees, consulting fees, and other out-of-pocket expenses) incurred by the Stockholder Representative in that capacity in accordance with the terms of Section 10.2 of the Merger Agreement; |
8. | FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned agrees to all the provisions relating to the Reserve Amount and the Stockholder Representative (including, without limitation, Sections 2.3, 2.9, 10.2 and 10.6) of the Merger Agreement and that the other Series E-2 Holders may rely upon such agreement as being binding against the undersigned; and |
9. | FURTHER RESOLVED, that Parent and the Stockholder Representative may rely upon the shareholder consent in resolution 1, above, and the waivers and agreements in resolutions 2 through 8 above, as being binding as a shareholder consent, waivers and agreements, as applicable, against the undersigned. |
The undersigned hereby waives compliance with any and all notice requirements imposed by the Amended and Restated Certificate of Incorporation of the Company, the Companys Amended and Restated Bylaws, the DGCL and any other applicable law. This written consent is effective upon execution and may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Stockholder Consent Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this written consent on the date first set forth opposite its name below.
Mida Holdings | ||||||
By: | /s/ Michel Daher | |||||
Date: March 12, 2014 | Name: | Michel Daher | ||||
Title: | Chairman | |||||
Number of shares of Series E-2 Stock: 4,000 |
[Stockholder Consent Signature Page]
IN WITNESS WHEREOF, the undersigned has executed this written consent on the date first set forth opposite its name below.
Daher Bonds Investment Company | ||||||
By: | /s/ Michel Daher | |||||
Date: March 12, 2014 | Name: | Michel Daher | ||||
Title: | Chairman | |||||
Number of shares of Series E-2 Stock: 6,000 |
[Stockholder Consent Signature Page]