UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
February 26, 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).
CUSIP098003106
| 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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CUSIP098003106
| 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
CUSIP098003106
| 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. |
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CUSIP098003106
| 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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CUSIP098003106
This Amendment No. 5 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, Amendment No. 3 filed on January 14, 2014 and Amendment No. 4 filed on January 28, 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:
On February 26, 2014, following a request by the Issuer to certain of the holders of its Series E-2 Preferred Stock to provide certain financing to the Issuer, Bonds.com Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (“Subsidiary”), issued to Mida Holdings and Daher Bonds Investment Company, two of the Reporting Persons, and Mida Holdings and Daher Bonds Investment Company each purchased a Secured Promissory Note (each, a “Note” and collectively, the “Notes”) in the original principal amount of $361,700 and $542,550, respectively. In addition, certain of the other holders of the Issuer’s Series E-2 Preferred Stock were issued and purchased Notes in the following original principal amounts: (i) GFINet Inc. in the principal amount of $271,275; (ii) Oak Investment Partners XII, Limited Partnership in the principal amount of $271,275; and (iii) Trimarc Capital Fund, L.P., in the principal amount of $53,200.
The Notes accrue interest at a rate of 10% per annum and are due and payable on the earlier of (such date, the “Maturity Date”) (a) the date that is the three month anniversary of the date of the Notes, and (b) (i) a consolidation, merger, reorganization or other form of acquisition of or by the Issuer or Subsidiary in which the Issuer’s or Subsidiary’s stockholders immediately prior to the transaction retain less than 50% of the voting power of, or economic interest in, the surviving or resulting entity (or its parent) immediately after the transaction, (b) a sale of more than a majority of Issuer’s or Subsidiary’s assets, or (c) the acquisition by any person or group of persons of more than 50% of the Issuer’s or Subsidiary’s outstanding voting securities.
In connection with the entry into the Notes, on February 26, 2014, the Subsidiary entered into that certain Pledge Agreement (the “Pledge Agreement”), by and among BCA LLC (“Secured Party”), as collateral agent and secured party for the benefit of the holders of the Notes, the Subsidiary, as pledgor, and Mida Holdings, Daher Bonds Investment Company, GFINet Inc., Oak Investment Partners XII, Limited Partnership, Trimarc Capital Fund, L.P., each as holders of the Notes. Pursuant to the Pledge Agreement, among other things, the Subsidiary granted to Secured Party a first priority security interest and lien upon all of the Subsidiary’s right, title and interest in, whether now existing or hereafter acquired, the Subsidiary’s shares in Bonds.com, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer, and the proceeds of such shares (the “Collateral”), in order to secure the Subsidiary’s obligations contained in all of the Notes.
The foregoing description is qualified in its entirety by reference to the full text of the Notes and the Pledge Agreement, attached as Exhibits 99.1 through 99.3 of Item 7 to this Statement and incorporated into this Item 4 by reference.
| 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.
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CUSIP098003106
(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.
| Item 7. | Material to be Filed as Exhibits |
| 99.1 | Secured Promissory Note dated February 26, 2014, by and between Bonds.com Holdings, Inc. and Mida Holdings. | |
| 99.2 | Secured Promissory Note dated February 26, 2014, by and between Bonds.com Holdings, Inc. and Daher Bonds Investment Company. | |
| 99.3 | Pledge Agreement dated February 26, 2014, by and among BCA, LLC, Bonds.com Holdings, Inc., Mida Holdings, Daher Bonds Investment Company, GFINet Inc., Oak Investment Partners XII, Limited Partnership and Trimarc Capital Fund, L.P. | |
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CUSIP098003106
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: March 4, 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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