0001193125-14-013915.txt : 20140117 0001193125-14-013915.hdr.sgml : 20140117 20140117084459 ACCESSION NUMBER: 0001193125-14-013915 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140117 DATE AS OF CHANGE: 20140117 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: 14533605 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 d662397dsc13da.htm SC 13D/A SC 13D/A

CUSIP 098003106

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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 14, 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.

 

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. 3 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 and Amendment No. 2 filed on March 15, 2013 (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.

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.

 

5


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 16, 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).

 

6