SC 13D 1 d678133dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

SecureAlert Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

81373R109

(CUSIP Number)

Ms. Laetitia Antoine

Arendt Services S.A.

19 rue de Bitbourg

L-1273 Luxembourg (Luxembourg)

+352 27 44 41 93 14

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

February 5, 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 §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. 81373R109    SCHEDULE 13D    Page 2 of 6

 

  1   

NAMES OF REPORTING PERSON:

Safety Invest S.A. acting in the name and on behalf of its compartment “Secure I”1

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY:

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER:

 

1,890,697

     8   

SHARED VOTING POWER:

 

     9   

SOLE DISPOSITIVE POWER:

 

1,890,697

   10   

SHARED DISPOSITIVE POWER:

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,890,697

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

19.3%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

CO

 

1  A compartment under Luxembourg law represents a distinct part of the assets and liabilities of a company but is itself not a legal entity. Compartmentalization allows for the segregation of assets and liabilities between compartments where the rights of recourse of investors and creditors are limited to the assets of the relevant compartment.
2  Calculated based on the 9,813,749 Common Shares stated to be outstanding as of February 7, 2014 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 14, 2014.


CUSIP No. 81373R109    SCHEDULE 13D    Page 3 of 6

 

Item 1. Security and Issuer.

This statement relates to shares of the Common Stock, $0.0001 par value per share (the “Shares”), of SecureAlert, Inc., a corporation organized under the laws of the state of Utah (the “Issuer”). The address of the principal executive offices of the Issuer is 150 West Civic Center Drive, Suite 400, Sandy, Utah, 84070.

Item 2. Identity and Background.

(a) – (c) This statement is being filed by Safety Invest S.A. (“Safety”) acting in the name and on behalf of its compartment “Secure I” (the “Reporting Person”). The Reporting Person is a compartment of Safety, a company established under the Luxembourg Securitization Law and incorporated as a “société anonyme” under the laws of the Grand Duchy of Luxembourg whose principal business is to enter into one or more securitization transactions. A compartment under Luxembourg law represents a distinct part of the assets and liabilities of a company but is itself not a legal entity. Compartmentalization allows for the segregation of assets and liabilities between compartments where the rights of recourse of investors and creditors are limited to the assets of the relevant compartment. The Reporting Person’s principal business address is 19 rue de Bitbourg, L-1273 Luxembourg.

The owner of Safety is the SECULUX Trust, an Irish charitable trust for which Constitutional Trustees Limited (“Constitutional”) acts as trustee. The total share capital of Safety is held by Constitutional for the SECULUX Trust. The SECULUX Trust is a charitable trust with no named beneficiaries where any dividend or other distribution received by Constitutional will be distributed in its entirety to charity. Constitutional is a company limited by shares incorporated under the laws of Ireland whose principal business is the provision of share trustee and related services. Constitutional’s principal business address is 22, Clanwilliam Square, Dublin 2, Ireland. Constitutional is owned by Mr. Rory Williams and Ms. Wendy Merrigan, each of whom is a director and 50% shareholder of Constitutional. The business address, present principal occupation or employment and citizenship of Mr. Rory Williams and Ms. Wendy Merrigan are set forth in Schedule A attached hereto and incorporated by reference.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Safety and Constitutional are set forth in Schedule A attached hereto and incorporated by reference.

Constitutional does not directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share (1) voting power which includes the power to vote, or to direct the voting of, the Shares; or (2) investment power which includes the power to dispose, or to direct the disposition of the Shares.


CUSIP No. 81373R109    SCHEDULE 13D    Page 4 of 6

 

(d) During the last five years, none of the Reporting Person, Safety nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).

(e) During the last five years, none of the Reporting Person, Safety nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has 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.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person purchased 1,890,697 Shares for an aggregate purchase price of $31,196,500 pursuant to a securities purchase agreement dated February 5, 2014 by and among the Reporting Person and Shard Capital Partners LLP, a limited liability company registered at 1 Tudor Street, London, EC4Y 0AH, United Kingdom.

The Reporting Person financed the acquisition of the Shares through the issuance of profit participating notes (the “Notes”). As more fully described herein, the Notes are pass-through debt securities that entitle investors to receive all profits generated from the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of certain related costs of the Reporting Person.

Item 4. Purpose of Transaction.

The Reporting Person acquired the Shares for the purpose of carrying out a securitization transaction where the Reporting Person issued Notes that entitle investors to receive all profits generated from the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of related costs of the Reporting Person.

Under the terms and conditions of the Notes, holders of the Notes will not receive Shares as payment in kind, in whole or in part, in connection with any redemption or other repayment of the Notes, or in exchange for any interest in the Notes. It is further intended that the holders of the Notes will not be entitled to exercise the voting rights attached to the Shares or to direct the Reporting Person how to exercise the voting rights.

The Reporting Person also does not envisage exercising any voting rights or delegating the exercise of the voting rights attached to the Shares to the holders of the Notes.

(a) The Reporting Person has no intention to but reserves the right to purchase additional Shares of the Issuer from time to time. In particular upon maturity of the Notes, the Reporting Person reserves the right to divest the Shares.


CUSIP No. 81373R109    SCHEDULE 13D    Page 5 of 6

 

Except as set forth above, the Reporting Person does not have any plans or proposals that would relate to or would result in one or more of the actions described in subsections (b) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person beneficially owns, in the aggregate, 1,890,697 Shares, representing approximately 19.3% of the Issuer’s outstanding Shares (based on the 9,813,749 Shares stated to be outstanding as of February 7, 2014 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 14, 2014). To the knowledge of the Reporting Person, none of the persons listed on Schedule A hereto beneficially owns any Shares.

(b) The Reporting Person has sole voting power and sole dispositive power with regard to 1,890,697 Shares.

Constitutional does not directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share (1) voting power which includes the power to vote, or to direct the voting of, the Shares; or (2) investment power which includes the power to dispose, or to direct the disposition of the Shares.

(c) Except as set forth in Item 3 above, none of the Reporting Person, Safety or to their knowledge, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transactions in the Shares during the past 60 days.

(d) As described in Item 4 above, holders of the Notes will be entitled to receive all profits generated from the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of the related costs of the Reporting Person. As of the date of this statement, the Reporting Person is aware that Shard Capital Partners LLP, a broker acting on behalf of its clients, has purchased all of the Notes, representing 19.3% of the Shares. The Reporting Person is not aware of the ultimate beneficial owner or owners of the Notes purchased by Shard Capital Partners LLP.

(e) N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

The Reporting Person is a party to the securities purchase agreement described in Item 3 above.

Item 7. Materials to be Filed as Exhibits

 

Exhibit
No.

  

Description

99.1    Securities Purchase Agreement by and between the Reporting Person and Shard Capital Partners LLP dated February 5, 2014 (filed herewith)
99.2    Terms and conditions of the Notes (filed herewith)


CUSIP No. 81373R109    SCHEDULE 13D    Page 6 of 6

 

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

 

Dated: February 21, 2014     By:   /s/ Jochen Möller
      Name: Jochen Möller
      Title: Class A Director


SCHEDULE A

Executive Officers and Directors of Safety Invest S.A.

The names and titles of the executive officers and directors of Safety Invest S.A., their principal occupation and citizenship are set out below. The business address of each of the executive officers and directors is that of Safety Invest S.A. at 19 rue de Bitbourg, L-1273 Luxembourg.

 

Name

  

Title

  

Principal Occupation

  

Citizenship

Jochen Möller   

Class A

Director

   Deputy CEO & CFO of Anoa Capital S.A., whose principal business is offering investment and financial advisory services and whose principal business address is 2-4 avenue Marie Thérèse, L-2132 Luxembourg    German
Michel Raffoul   

Class B

Director

   Chairman of the Executive Committee, CEO of Arendt Services S.A., a professional of the Financial Sector whose principal business address is 19 rue de Bitbourg, L-1273 Luxembourg    French
Catherine Koch   

Class B

Director

   Senior Vice President of Arendt Services S.A., a professional of the Financial Sector whose principal business address is 19 rue de Bitbourg, L-1273 Luxembourg    French


Executive Officers and Directors of Constitutional Trustees Limited

The names and titles of the executive officers and directors of Constitutional Trustees Limited, their principal occupation and citizenship are set out below. The business address of each of the executive officers and directors is that of Constitutional Trustees Limited at 22 Clanwillliam Square, Dublin 2, Ireland.

 

Name

  

Title

 

Principal Occupation

  

Citizenship

Rory Williams    Director   Chartered Accountant at Williams Merrigan Limited, a firm of Chartered Accountants whose principal business address is 22 Clanwilliam Square, Grand Canal Quay, Dublin 2    Ireland
Wendy Merrigan    Director   Chartered Accountant at Williams Merrigan Limited, a firm of Chartered Accountants whose principal business address is 22 Clanwilliam Square, Grand Canal Quay, Dublin 2    Ireland