SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
American Defense Systems, Inc. |
(Name of Issuer)
Common Stock, par value $0.001 |
(Title of Class of Securities)
025351107 |
(CUSIP Number)
West Coast Opportunity Fund, LLC c/o West Coast Asset Management, Inc. 1205 Coast Village Road Montecito, California 93108 Attention: R. Atticus Lowe Telephone: (805) 653-5333 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2011 |
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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.)
Page 1 of 12 pages
CUSIP No.: 092164102 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Opportunity Fund, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
- 0 | ||||
8. | SHARED VOTING POWER
- 12,994,823 | |||||
9. | SOLE DISPOSITIVE POWER
- 0 | |||||
10. | SHARED DISPOSITIVE POWER
- 12,994,823 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,994,823 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00% | |||||
14. |
TYPE OF REPORTING PERSON
OO |
Page 2 of 12 pages
CUSIP No.: 092164102 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Asset Management, Inc. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
- 0 | ||||
8. | SHARED VOTING POWER
- 12,994,823 | |||||
9. | SOLE DISPOSITIVE POWER
- 0 | |||||
10. | SHARED DISPOSITIVE POWER
- 12,994,823 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,994,823 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00% | |||||
14. |
TYPE OF REPORTING PERSON
CO, IA |
Page 3 of 12 pages
CUSIP No.: 092164102 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Atticus Lowe | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
- 0 | ||||
8. | SHARED VOTING POWER
- 12,994,823 | |||||
9. | SOLE DISPOSITIVE POWER
- 0 | |||||
10. | SHARED DISPOSITIVE POWER
- 12,994,823 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,994,823 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00% | |||||
14. |
TYPE OF REPORTING PERSON
IN, HC |
Page 4 of 12 pages
CUSIP No.: 092164102 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance W. Helfert | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
- 0 | ||||
8. | SHARED VOTING POWER
- 12,994,823 | |||||
9. | SOLE DISPOSITIVE POWER
- 0 | |||||
10. | SHARED DISPOSITIVE POWER
- 12,994,823 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,994,823 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00% | |||||
14. |
TYPE OF REPORTING PERSON
IN, HC |
Page 5 of 12 pages
CUSIP No.: 092164102 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Orfalea | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
AF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
- 0 | ||||
8. | SHARED VOTING POWER
- 12,994,823 | |||||
9. | SOLE DISPOSITIVE POWER
- 0 | |||||
10. | SHARED DISPOSITIVE POWER
- 12,994,823 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,994,823 | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.00% | |||||
14. |
TYPE OF REPORTING PERSON
IN, HC |
Page 6 of 12 pages
The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 2 amends the Schedule 13D as specifically set forth below. All other Items are unchanged.
ITEM 5. | Interest in Securities of the Issuer. |
(a)(1) As of the reporting date, the Reporting Persons may be deemed to be the beneficial owner of an aggregate of 12,994,823 shares of Common Stock, which represents approximately 25.00% of the Common Stock outstanding as of November 15, 2010. The aggregate amount includes: (A) 9,539,199 shares of Common Stock issued to the Fund as stock dividends with regard to Series A Preferred Stock previously owned by the Fund, and (B) 3,455,624 shares of Common Stock issued to the Fund upon exercise of warrants issued in connection with the Funds purchase of Series A Preferred Stock.
(b) The Fund, the Managing Member, and the Principals may be deemed to share (with each other and not with any third party) the power to dispose or direct the disposition of the 12,994,823 shares of Common Stock.
(c) On March 22, 2011, the Issuer entered into a Securities Redemption Agreement (the Redemption Agreement) with Fund and Centaur Value Fund, LP (together, the Series A Holders), pursuant to which Issuer sold to the Series A Holders all of the issued and outstanding membership interests (the APSG Interests) in American Physical Security Group, LLC, (APSG)a wholly-owned subsidiary of the Issuer. WCOF owned 14,025 shares of Issuers Series A Convertible Preferred Stock (the Series A Preferred Shares). In exchange for receiving its prorate portion of the APSG Interests, WCOF (i) paid the $935,000 in cash at the closing of the transactions contemplated by the Redemption Agreement and (ii) tendered to Issuer the Series A Preferred Shares, which had an aggregate redemption price of $15,427,500.
In connection with the Redemption Agreement, the Issuer and the Series A Holders entered into that certain Membership Interest Option Agreement (the Option Agreement) pursuant to which the Series A Holders granted the Issuer an option (the Option) to repurchase the APSG Interests within six (6) months following the closing of the transactions contemplated by the Redemption Agreement at a cash purchase price equal to the sum of (i) $15,525,000, plus (ii) the amount of any net investment made in APSG concurrently with and following the closing of the Redemption Agreement and prior to the closing of the purchase of the APSG membership interests pursuant to exercise of the Option.
The description of the terms of the Redemption Agreement and Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Redemption Agreement and Option Agreement, filed as Exhibits 10.1 and 10.2, respectively, to the Form 8-K filed by the Issuer on March 28, 2011, incorporated herein by reference.
The Irrevocable Proxy and Voting Agreement (Voting Agreement) dated as of May 22, 2009, between Anthony Piscitelli, the CEO of Issuer, and the Series A Holders terminated pursuant to its own terms upon completion of the redemption of all of the issued and outstanding shares of Series A Preferred Stock subject to the Redemption Agreement. As a result, the Fund no longer shares voting power with regard to 8,047,394 shares of Issuer Common Stock held by Mr. Piscitelli.
(d) Not applicable.
(e) Not applicable.
Page 7 of 12 pages
ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Not applicable.
ITEM 7. | Material to be Filed as Exhibits. |
Exhibit A Joint Filing Agreement
Exhibit B Power of Attorney dated January 15, 2009
Page 8 of 12 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
Dated: April 1, 2011
WEST COAST OPPORTUNITY FUND, LLC | ||||||
WEST COAST ASSET MANAGEMENT, INC. | ||||||
R. ATTICUS LOWE | ||||||
LANCE W. HELFERT | ||||||
PAUL J. ORFALEA | ||||||
By: | /s/ Diana Pereira |
|||||
Name: Diana Pereira | ||||||
Title: Chief Financial Officer of the Managing Member (for itself and as the Managing Member of the Fund) and Attorney-in-fact for each of the Principals |
Page 9 of 12 pages
EXHIBIT INDEX
Exhibit A Joint Filing Agreement
Exhibit B Power of Attorney dated January 15, 2009
Page 10 of 12 pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.001 par value, of American Defense Systems, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: April 1, 2011
WEST COAST OPPORTUNITY FUND, LLC | ||||||
WEST COAST ASSET MANAGEMENT, INC. | ||||||
R. ATTICUS LOWE | ||||||
LANCE W. HELFERT | ||||||
PAUL J. ORFALEA | ||||||
By: | /s/ Diana Pereira |
|||||
Name: Diana Pereira | ||||||
Title: Chief Financial Officer of the Managing Member (for itself and as the Managing Member of the Fund) and Attorney-in-fact for each of the Principals |
Page 1 of 12 pages
EXHIBIT B
POWER OF ATTORNEY
BE IT KNOWN, that the undersigned Paul J. Orfalea, Lance W. Helfert, and R. Atticus Lowe, hereby each constitutes and appoints Diana H. Pereira, Paul J. Orfalea, Lance W. Helfert and R. Atticus Lowe, and each of them, as applicable, as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in name, place and stead, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities) relating to transactions by the undersigned in Common Shares or other securities and all amendments thereto, and all filings on Schedule 13D or Schedule 13G, and all amendments thereto, and to file the same, with the Securities and Exchange Commission and the appropriate securities exchange, granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall be effective until such time as the undersigned delivers a written revocation thereof to the above-named attorneys-in-fact and agents.
The undersigned each acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
Dated: January 15, 2009 | /s/ Paul J. Orfalea | |
Paul J. Orfalea | ||
Dated: January 15, 2009 | /s/ Lance W. Helfert | |
Lance W. Helfert | ||
Dated: January 15, 2009 | /s/ R. Atticus Lowe | |
R. Atticus Lowe |
Page 1 of 12 pages