0001387131-13-004802.txt : 20131230 0001387131-13-004802.hdr.sgml : 20131230 20131230170323 ACCESSION NUMBER: 0001387131-13-004802 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131230 DATE AS OF CHANGE: 20131230 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: 131303553 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: Chaoul Henri CENTRAL INDEX KEY: 0001536873 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ARAB BANK BLDG. STREET 2: RIAD EL SOLH STREET CITY: BEIRUT STATE: M8 ZIP: 1107 SC 13D 1 chaoul-sc13d_062013.htm SCHEDULE 13D chaoul-sc13d_062013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
Bonds.com Group, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
098003106
(CUSIP Number)
 
Henri J. Chaoul, Ph.D.
c/o Bonds.com Group, Inc.
1500 Broadway, 31st Floor
New York, NY 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 20, 2013
(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 §240.13d-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 No. 098003106
  
13D
  
Page 2 of 5 Pages
 
1.
  
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Henri J. Chaoul, Ph.D.
    
2.
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
    
3.
  
SEC USE ONLY
 
    
4.
  
SOURCE OF FUNDS (see instructions)
 
OO
    
5.
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o
    
6.
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Dual citizen of the United States and Lebanon
    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  
7.
  
SOLE VOTING POWER
 
16,625(1)
 
8.
  
SHARED VOTING POWER
 
 
9.
  
SOLE DISPOSITIVE POWER
 
16,625(1)
 
10.
  
SHARED DISPOSITIVE POWER
 
 
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,625(1)
    
12.
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    o
 
    
13.
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.39%
    
14.
  
TYPE OF REPORTING PERSON (see instructions)
 
IN
    

1 On April 25, 2013, Bonds.com Group, Inc. (the "Issuer") implemented a 1-for-400 reverse split of its Common Stock (“Reverse Stock Split”).  All share and exercise price information in this Statement reflect the Reverse Stock Split.
 
On June 20, 2013, the Issuer granted the Reporting Person a non-qualified stock option for the purchase of 16,625 shares of the Issuer's Common Stock, which was fully vested and exercisable upon grant. The option expires on June 20, 2020.

 
 
 
 
         
CUSIP No. 098003106
  
13D
  
Page 3 of 5 Pages
 
Statement on Schedule 13D
 
This Statement on Schedule 13D (this “Schedule 13D”) relates to the beneficial ownership of shares of common stock, par value $0.0001 (the “Common Stock”) of Bonds.com Group, Inc., a Delaware corporation (the “Issuer”).  This Schedule 13D is being filed by the Reporting Person (as defined below).  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.
 
Item 1.  Security and Issuer.
 
 This Schedule 13D relates to the Common Stock of the Issuer, whose principal executive offices are located at 1500 Broadway, 31st Floor, New York, NY 10036.
 
Item 2.  Identity and Background.
 
(a)    This Statement is being filed by Henri J. Chaoul, Ph.D. (the “Reporting Person”).
 
(b)    The business address of the Reporting Person is:
 
c/o Bonds.com Group, Inc.
1500 Broadway, 31st Floor
New York, New York 10036
 
(c)    The Reporting Person serves on the Issuer’s board of directors.  The Issuer’s principal business is financial services and its address is 1500 Broadway, 31st floor, New York, New York 10036.
 
(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 both the United States and Lebanon.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
On June 20, 2013, the Issuer granted to the Reporting Person a non-qualified stock option exercisable for up to an aggregate of 16,625 shares of Common Stock at an exercise price per share of $8.35 (the “June 2013 Option”).  The June 2013 Option was fully vested and exercisable on the grant date and expires on June 20, 2020.
 
Item 4.  Purpose of Transaction.
 
The Reporting Person serves on the Issuer’s board of directors.  The Issuer granted the Reporting Person the June 2013 Option as compensation for the Reporting Person’s service on the Issuer’s board of directors in 2012.
 
As a member of the Issuer’s board of directors, the Reporting Person may be involved at any time and 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 above-reference option, purchase Common Stock or other securities of the Issuer 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.
 
 
 
 
 
         
CUSIP No. 098003106
  
13D
  
Page 4 of 5 Pages
 
Item 5.  Interest in Securities of the Issuer.
 
(a)    As of the date hereof, 16,625 shares of Common Stock may be deemed beneficially owned by the Reporting Person. Such shares represent 6.39% 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
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
 The information contained in Item 4 above is incorporated herein by reference.
 
 The Reporting Person was designated as a director of the Issuer by Daher Bonds Investment Company ("DBIC") and Mida Holdings ("Mida")  pursuant to rights granted to DBIC and Mida under the Amended and Restated Series E Stockholders' Agreement, dated as of  February 28, 2013, among the Issuer and the stockholders named therein.
 
Item 7.  Material to Be Filed as Exhibits.
 
          
 Exhibit 1
Form of Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.16 of the Issuer's Current Report on Form 8-K filed February 8, 2011)
   
 Exhibit 2
Amended and Restated Series E Stockholder's Agreement, dated as of February 28, 2013, among the Issuer and the stockholders named therein (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed March 6, 2013).
 
 
 
 
 
         
CUSIP No. 098003106
  
13D
  
Page 5 of 5 Pages
 
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: December 30, 2013  /s/ Henri J. Chaoul, Ph.D.
 
Henri J. Chaoul, Ph.D.