FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN DEFENSE SYSTEMS INC [ EAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/08/2009(1) | J(1) | 2,000,000(1) | A | $0.01 | 20,407,573(1)(2)(3) | I | See footnotes.(1)(2)(3) | ||
Common Stock | 06/08/2009(1)(5) | J(1)(5) | 1,455,624(1)(5) | A | $0.01 | 20,385,518(1)(2)(3) | I | See footnotes.(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Common Stock | $0.01 | 06/08/2009 | J(1) | 2,028,571(1) | 06/08/2009(1) | (4) | Common Stock | 2,028,571 | $0.01 | 2,028,571 | D | ||||
Warrant to Purchase Common Stock | $0.01 | 06/08/2009 | J(1) | 1,477,679(5) | 06/08/2009(1) | (4) | Common Stock | 1,477,679 | $0.01 | 3,506,250 | D | ||||
Series A Preferred Stock | $2 | 06/08/2009 | J(6) | 14,025 | 06/08/2008(6) | 12/31/2010(7) | Common Stock | 7,012,500 | $2 | 10,518,750 | D | ||||
Warrants to Purchase | $0.01 | 06/08/2009 | X | 2,028,571(1) | 06/08/2009(1) | (4) | Common Stock | 2,028,571 | $0.01 | 8,490,179 | D | ||||
Warrants to Purchase | $0.01 | 06/08/2009 | X | 1,477,679(5) | 06/08/2009(1) | (4) | Common Stock | 1,477,679 | $0.01 | 7,012,500 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Prior to the reporting date, Reporting Person owned warrants dated March 7, 2008 to purchase a total of 3,506,250 shares of common stock of the Issuer for a purchase price of $0.01 per share. On May 27, 2009, Reporting Person attempted to exercise on a cashless basis warrants exercisable for 2,028,571 shares of common stock with a market value of $0.71 per share at an exercise price of $0.01 per share, for a net number of 2,000,000 shares of common stock. The warrants, however, contained a "blocker provision" preventing the exercise of such warrants if after such exercise Reporting Person owned 10% or more of the outstanding shares of Issuer common stock. On June 8, 2009, Issuer agreed to amend the warrants by waiving the blocker provision and issue the 2,000,000 shares of common stock to Reporting Person. |
2. Includes 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer, and the Reporting Persons does not have the power to dispose or direct the disposition of those shares. As of May 22, 2009, West Coast Opportunity Fund, LLC, along with other Series A Holders of the Issuer entered into a Settlement Agreement, Waiver and Amendment ("Settlement Agreement") with American Defense Systems, Inc., ("ADSI"), pursuant to which ADSI has agreed that if certain shares of its preferred stock are not redeemed on or before December 31, 2009, then ADSI shall seek approval of its shareholders for certain amendments to its certificate of incorporation to reduce the conversion price of its |
3. preferred stock to $0.50 per share and to confer upon the holders of its preferred stock, voting as a separate class, the right to elect two (2) members of ADSI's board of directors. In the Irrevocable Proxy and Voting Agreement ("Voting Agreement") with Anthony Piscitelli, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals. The Reporting Persons share power with Mr. Piscitelli to vote or direct the vote of 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer. The Reporting Persons may be deemed to share (with each other and not with any third party) the power to dispose or direct the disposition of the 1,874,807 shares of Common Stock. |
4. The warrants expire pursuant to their terms 3 years after the shares of common stock underlying the warrants have been registered pursuant to the Exchange Act of 1934. The underlying shares have not yet been registered. |
5. On June 8, 2009, Reporting person exercised on a cashless basis warrants dated March 7, 2008 exercisable for 1,477,679 shares of common stock with a market value of $0.71 per share at an exercise price of $0.01 per share, for a net number of 1,455,624 shares of common stock. |
6. Prior to the reporting date, Reporting Person owned 14,025 shares of Series A Preferred Stock of the Issuer, 10,000 of which were acquired on March 7, 2008, 4,025 of which were acquired on April 4, 2008. The Series A Preferred Stock has a stated value of $1,000 per share, and a a conversion price of $2.00 per share of common stock, and is therefore convertible into an aggregate of 7,012,500. The terms and conditions of the Series A Preferred Stock, however, contained a "blocker provision" preventing the exercise of such warrants if after such exercise Reporting Person owned 10% or more of the outstanding shares of Issuer common stock. On June 8, 2009, Issuer agreed to amend the terms and conditions of the Series A Preferred Stock by waiving the blocker provision. |
7. If the Series A Preferred Stock is not converted into common stock on or prior to the "maturity date" of such shares of preferred stock (currently December 31, 2010), the Issuer is obligated to redeem such shares for their stated value. |
Remarks: |
West Coast Asset Management, Inc. (the "Investment Manager") is the Investment Manager of the West Coast Opportunity Fund. Atticus Lowe, Lance Helfert and Paul Orfalea serve on the investment committee of the Investment Manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
West Coast Opportunity Fund, LLC by: West Coast Asset Management, Inc. by: Diana Pereira Chief Finanical Officer | 06/12/2009 | |
West Coast Asset Management, Inc. by: Diana Pereira Chief Financial Officer | 06/12/2009 | |
Atticus Lowe by: Diana Pereira by Power of Attorney | 06/12/2009 | |
Lance Helfert by Diana Pereira by Power of Attorney | 06/12/2009 | |
Paul Orfalea by Diana Pereira by Power of Attorney | 06/12/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |