UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 27, 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. |
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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. |
3
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. |
4
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. |
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CUSIP 098003106
This Amendment No. 4 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 and Amendment No. 3 filed on January 14, 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:
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. Accordingly, in a letter dated January 27, 2014, attached hereto as Exhibit 99.1 (the “Letter”), Long Ridge Equity Partners, LLC, on behalf of one or more funds managed by it and its affiliates and on behalf of Mr. Michel Daher and one or more of his affiliates, submitted an indication of interest to acquire all capital stock of the Company. Confidential Treatment has been requested with respect to certain portions of the Letter. The exact form of the transaction contemplated by the Proposal has not yet been determined, but it may take the form of a merger, tender offer or other corporate transaction. If such a transaction is consummated, the Common Stock would no longer be traded on the OTC Bulletin Board and the registration of the Common Stock under Section 12 of the Exchange Act would be terminated.
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.
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CUSIP 098003106
| Item 7. | Material to be Filed as Exhibits |
| 99.1 | Letter dated January 27, 2014. Confidential treatment has been requested for certain portions of this document. The omitted portions of this document have been filed separately with the Securities and Exchange Commission. |
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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 28, 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).
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