0001415889-13-000176.txt : 20130208 0001415889-13-000176.hdr.sgml : 20130208 20130208101605 ACCESSION NUMBER: 0001415889-13-000176 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: API Technologies Corp. CENTRAL INDEX KEY: 0001081078 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980200798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78423 FILM NUMBER: 13585138 BUSINESS ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 855-294-3800 MAIL ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 FORMER COMPANY: FORMER CONFORMED NAME: API Nanotronics Corp. DATE OF NAME CHANGE: 20061106 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON VENTURES INC DATE OF NAME CHANGE: 20000207 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON RESOURCES INC DATE OF NAME CHANGE: 19990325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BRUCE E CENTRAL INDEX KEY: 0000923326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON STATE: PA ZIP: 19006 SC 13G 1 sc13gapittech_feb2013.htm SCHEDULE 13G sc13gapittech_feb2013.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
_________________
 
Schedule 13G
Under the Securities Exchange Act of 1934
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
API TECHNOLOGIES CORP.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
00187E203
(CUSIP Number)
 
February 1, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d - 1(b) 
x           Rule 13d - 1(c)
o           Rule 13d - 1(d)
 
The information required in 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.

 
 
 

1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
BET Funding LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        ý               Reporting person is affiliated with other persons
(b)        ¨
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.           SOLE VOTING POWER
4,333,333
 
6.           SHARED VOTING POWER
0
 
7.           SOLE DISPOSITIVE POWER
4,333,333
 
8.           SHARED DISPOSITIVE POWER
0
 
9.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,333,333
 
10.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                                                N/A                                                                ¨
 
11.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
 
12.           TYPE OF REPORTING PERSON
PN
 
 
 
 
 
 
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Douglas Topkis
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        ý               Reporting person is affiliated with other persons
(b)        ¨
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.           SOLE VOTING POWER
100,000
 
6.           SHARED VOTING POWER
4,333,333 (1)
 
7.           SOLE DISPOSITIVE POWER
100,000
 
8.           SHARED DISPOSITIVE POWER
    4,333,333 (1)
 
9.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,433,333 (1)
 
 
10.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                                                N/A                                                                ¨
 
11.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
 
12.           TYPE OF REPORTING PERSON
IN
 
 
(1) Mr. Topkis may be deemed to hold an indirect beneficial interest in 4,333,333 shares of the Issuer as an owner of BET Funding LLC, which entity is managed by Bruce E. Toll and Mr. Topkis as managers.  BET Funding LLC directly beneficially owns 26,000 shares of Series A Mandatorily Redeemable Preferred Stock of the Issuer, which are convertible into 4,333,333 shares of Common Stock of the Issuer as of the date hereof.

 
 
 
 
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Bruce E. Toll
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        ý               Reporting person is affiliated with other persons
(b)        ¨
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.           SOLE VOTING POWER
0
 
6.           SHARED VOTING POWER
4,333,333 (2)
 
7.           SOLE DISPOSITIVE POWER
0
 
8.           SHARED DISPOSITIVE POWER
4,333,333 (2)
 
9.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,333,333 (2)
 
10.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                                                N/A                                                                ¨
 
11.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
 
12.           TYPE OF REPORTING PERSON
IN
 
 
(2) Mr. Toll may be deemed to hold an indirect beneficial interest in 4,333,333 shares of the Issuer as an owner of BET Funding LLC, which entity is managed by Mr. Toll and Douglas Topkis as managers.  BET Funding LLC directly beneficially owns 26,000 shares of Series A Mandatorily Redeemable Preferred Stock of the Issuer, which are convertible into 4,333,333 shares of Common Stock of the Issuer as of the date hereof.

 
 
 
   
Item 1(a).
Name of Issuer:
 
 
API Technologies Corp.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819
 
Item 2(a).
Name of Person Filing:
 
 
BET Funding LLC
 
Douglas Topkis
 
Bruce E. Toll
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
 
250 Gibraltar Road, Horsham, PA 19044
 
Item 2(c).
Citizenship:
 
 
BET Funding LLC is a Delaware limited liability company.  Messrs. Topkis and Toll are citizens of the United States of America.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, $0.001 par value per share
   
Item 2(e).
CUSIP Number:
   
 
00187E203
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
  
 
Not applicable.
   
Item 4.
Ownership.
   
 
(a)  Amount beneficially owned: 4,433,333 (1)
   
 
(b)  Percent of Class: 7.4% (2)
   
 
(c)  Number of shares to which such person has:
   
 
(i)   Sole power to vote or to direct the vote: 100,000 (3)
   
 
(ii)   Shared power to vote or to direct the vote: 4,333,333 (4)
 
 
(iii)  Sole power to dispose or to direct the disposition of: 100,000 (5)
 
 
(iv)  Shared power to dispose or direct the disposition of: 4,333,333 (6)
   
Item 5.
Ownership of Five Percent or Less of a Class:
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
 
See Item 2(a)-(c).
   
Item 9.
Notice of Dissolution of Group:
 
Not applicable
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(1)  Represents 100,000 shares of Issuer’s Common Stock held individually by Douglas Topkis and 4,333,333 shares of the Issuer’s Common Stock issuable upon the conversion of the Issuer’s 26,000 shares of Series A Mandatorily Redeemable Preferred Stock held by BET Funding LLC.
 
(2)  All ownership percentages reported herein are based on 54,764,617 shares of the Issuer’s Common Stock issued and outstanding as of October 3, 2012, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended August 31, 2012 (the “Form 10-Q”), 562,200 shares of the Issuer’s exchangeable shares, as of October 3, 2012 (other than shares held by the Issuer’s subsidiary) issued and outstanding, as reported by the Issuer in its Form 10-Q and 4,333,333 shares of Common Stock issuable upon the conversion of the Issuer’s 26,000 shares of Series A Mandatorily Redeemable Preferred Stock held by BET Funding LLC.
 
(3)  Represents 100,000 shares of Issuer’s Common Stock held individually by Douglas Topkis.
 
(4) Represents 4,333,333 shares of the Issuer’s Common Stock issuable upon the conversion of the Issuer’s 26,000 shares of Series A Mandatorily Redeemable Preferred Stock held by BET Funding LLC.
 
(5)  Represents 100,000 shares of Issuer’s Common Stock held individually by Douglas Topkis.
 
(6) Represents 4,333,333 shares of the Issuer’s Common Stock issuable upon the conversion of the Issuer’s 26,000 shares of Series A Mandatorily Redeemable Preferred Stock held by BET Funding LLC.

 
 
 
 
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.
 
 
   
Dated:  February 8, 2013
 
BET Funding LLC
 
By:       /s/ Bruce E. Toll                                                                 
Name:  Bruce E. Toll
Title:    Manager
 
 
/s/ Douglas Topkis                                                                 
Douglas Topkis, individually
 
 
/s/ Bruce E. Toll                                                                 
Bruce E. Toll, individually