As filed with the Securities and Exchange Commission on April 17, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BONDS.COM GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 38-3649127 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
2002 Stock Option Plan
(Full title of the plan)
John Ryan
1500 Broadway, 31st Floor
New York, New York 10036
(212) 257-4062
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mr. David S. Felman, Esq.
Hill, Ward & Henderson, P.A.
101 East Kennedy Boulevard
Tampa, FL 33602
(813) 221-3900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |
| Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | x | |
Deregistration of Securities
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-123899) (the “Registration Statement”) of Bonds.com Group, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (“SEC”) on April 6, 2005, pursuant to which the Company registered 7,500 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), issuable under Company’s 2002 Stock Option Plan. On April 25, 2013, the Company implemented a 1-for-400 reverse split of the Common Stock. All historic share-based information presented in this Post-Effective Amendment has been retroactively adjusted to reflect the reverse stock split.
This Post-Effective Amendment is being filed to deregister unsold Shares.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2014 (the “Merger Agreement”), among the Company, MTS Markets International, Inc. (“MTS”), and MMI Newco Inc., a direct, wholly-owned subsidiary of MTS (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of MTS (the “Merger”). In connection therewith, and subject to the terms of the Merger Agreement, at the effective time and as a result of the Merger each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, will be cancelled, and each option and warrant to purchase shares of Common Stock will no longer be exercisable for shares of Common Stock.
Accordingly, the Company is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered but unsold under the Registration Statement, if any.
As no securities are being registered herein, the sole purpose of this filing being to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 17, 2014.
| BONDS.COM GROUP, INC. | |||
| Dated: April 17, 2014 | By: | /s/ George O’Krepkie | |
| Name: | George O’Krepkie | ||
| Title: | President and Interim Co-Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Title | Date |
| /s/George O’Krepkie | President and Interim Co-Chief Executive Officer (Principal Executive Officer), Director | April 17, 2014 |
| George O’Krepkie | ||
| /s/John M. Ryan | Chief Financial Officer, Chief Administrative Officer, and Interim Co-Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer) | April 17, 2014 |
| John M. Ryan | ||
| /s/John Simmons | Director | April 17, 2014 |
| John Simmons | ||
| /s/Philip Goodeve | Director | April 17, 2014 |
| Philip Goodeve | ||
| /s/Patricia Kemp | Director | April 10, 2014 |
| Patricia Kemp | ||
| /s/Michel Daher | Director | April 11, 2014 |
| Michel Daher | ||
| /s/Henri J. Chaoul, Ph.D. | Director | April 11, 2014 |
| Henri J. Chaoul, Ph.D. | ||
| /s/Mark Daher | Director | April 11, 2014 |
| Mark Daher | ||
| /s/Michael Gooch | Director | April 17, 2014 |
| Michael Gooch | ||
| /s/Michael Trica | Director | April 17, 2014 |
| Michael Trica | ||
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