Schedule 13D Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJOts2OpzGOkGeGWoEvA5LjrQ+QEToHQVjrn8vaenwflp8J5D79o5OH3fQB7RmPN 2yf6d83W0szx1dkHF4xwZQ== 0001193125-09-133316.txt : 20090618 0001193125-09-133316.hdr.sgml : 20090617 20090618172921 ACCESSION NUMBER: 0001193125-09-133316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090618 DATE AS OF CHANGE: 20090618 GROUP MEMBERS: LANCE W. HELFERT GROUP MEMBERS: PAUL J. ORFALEA GROUP MEMBERS: R. ATTICUS LOWE GROUP MEMBERS: WEST COAST ASSET MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN DEFENSE SYSTEMS INC CENTRAL INDEX KEY: 0001260996 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83980 FILM NUMBER: 09899414 BUSINESS ADDRESS: STREET 1: 230 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 516-390-5300 MAIL ADDRESS: STREET 1: 230 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST COAST OPPORTUNITY FUND LLC CENTRAL INDEX KEY: 0001405965 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WEST COAST ASSET MANAGEMENT INC STREET 2: 2151 ALESANDRO DRIVE, SUITE 100 CITY: VENTURA STATE: CA ZIP: 93001 BUSINESS PHONE: 805-653-5333 MAIL ADDRESS: STREET 1: C/O WEST COAST ASSET MANAGEMENT INC STREET 2: 2151 ALESANDRO DRIVE, SUITE 100 CITY: VENTURA STATE: CA ZIP: 93001 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

American Defense Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

025351107

(CUSIP Number)

West Coast Opportunity Fund, LLC

c/o West Coast Asset Management, Inc.

1205 Coast Village Road

Montecito, California 93108

Attention: R. Atticus Lowe

Telephone: (805) 653-5333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 8, 2009

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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.)

Page 1 of 11 pages

CUSIP No.: 092164102


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON West Coast Opportunity Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 20,385,518
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,338,124


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,385,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
14	TYPE OF REPORTING PERSON OO

Page 2 of 11 pages

CUSIP No.: 092164102


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON West Coast Asset Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 20,385,518
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,338,124


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,385,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
14	TYPE OF REPORTING PERSON CO, IA

Page 3 of 11 pages

CUSIP No.: 092164102


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Atticus Lowe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 20,385,518
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,338,124


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,385,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
14	TYPE OF REPORTING PERSON IN, HC

Page 4 of 11 pages

CUSIP No.: 092164102


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance W. Helfert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 20,385,518
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,338,124


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,385,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
14	TYPE OF REPORTING PERSON IN, HC

Page 5 of 11 pages

CUSIP No.: 092164102


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul J. Orfalea
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 20,385,518
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,338,124


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,385,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
14	TYPE OF REPORTING PERSON IN, HC

Page 6 of 11 pages

ITEM 1.

Security and Issuer.

The class of equity securities to which this Statement relates is the common stock, $0.001 par value (the “Common Stock”), of American Defense Systems, Inc. (the “Issuer”), with its principal executive offices located at 230 Duffy Avenue, Hicksville, New York 11801.

ITEM 2.

Identity and Background.

(a)–(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are: (1) West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Fund”); (2) West Coast Asset Management, Inc., a California corporation (the “Managing Member”), which serves as the managing member of the Fund; (3) R. Atticus Lowe, a United States Citizen (“Lowe”); (4) Lance W. Helfert, a United States Citizen (“Helfert”); and (5) Paul J. Orfalea, a United States Citizen (“Orfalea”, and together with Lowe and Helfert, the “Principals”). The principal business address of each of the Reporting Persons is located at 1205 Coast Village Road, Montecito, California 93108.

The Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. Each of Lowe’s and Helfert’s principal occupation is serving on the investment committee of the Managing Member. Orfalea’s principal occupation is involvement with a range of business ventures (including the Managing Member) and not-for-profit organizations.

The principal business of the Managing Member is providing investment management services to the Fund and to separately managed accounts, some of which are affiliated with the Reporting Persons. The Fund owns all of the shares reported in this Statement. The Managing Member and the Principals may be deemed to share (and with each other and not with any third party) voting and/or dispositive power with respect to such shares, and disclaim beneficial ownership of such shares.

(d)–(e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

Source and Amount of Funds or Other Consideration

All funds used to purchase the securities of the Issuer reported in Item 5 on behalf of the Reporting Persons were purchased from working capital. The Fund purchased the Series A Preferred Stock and the warrants referenced in Item 5 for an aggregate purchase price of $14,025,000.

ITEM 4.

Purpose of Transaction.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

Page 7 of 11 pages

ITEM 5.

Interest in Securities of the Issuer.

(a)(1) As of the reporting date, the Reporting Persons may be deemed to be the beneficial owner of an aggregate of 20,385,518 shares of Common Stock, which represents approximately 43.6% of the Common Stock outstanding as of May 13, 2009. The aggregate amount includes: (1) 7,012,500 shares of Common Stock issuable upon conversion of 14,025 shares of Series A Preferred Stock held by the Fund, (2) 1,870,000 shares of Common Stock issued to the Fund as stock dividends with regard to the Series A Preferred Stock owned by the Fund, (3) 3,455,624 shares of Common Stock issued to the Fund upon exercise of warrants issued in connection with the Fund’s purchase of the Series A Preferred Stock, and (4) 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer.

Prior to reporting date, the Fund held 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. The warrants, however, contained a “blocker provision” preventing the exercise of such warrants if after such exercise the Fund owned 10% or more of the outstanding shares of Issuer common stock. Consequently, prior to the reporting date, none of the shares of Common Stock issuable upon exercise of the warrants were beneficially owned by the Reporting Persons. On May 27, 2009, the Fund 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. 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 the Fund. On June 8, 2009, the Fund also 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.

Prior to the reporting date, the Fund 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 $1.00 per share, and a conversion price of $2.00 per share of common stock, and is therefore convertible into an aggregate of 7,012,500 shares of Common Stock. The terms and conditions of Series A Preferred Stock, however, contained a “blocker provision” preventing the exercise of such warrants if after such exercise the Fund owned 10% or more of the outstanding shares of Issuer common stock. Consequently, prior to the reporting date, none of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock were beneficially owned by the Reporting Persons. On June 8, 2009, Issuer agreed to amend the terms and conditions of the Series A Preferred Stock by waiving the blocker provision. 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.

The shares include 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer, and the Fund does not have the power to dispose or direct the disposition of those shares. As of May 22, 2009, the Fund, 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 tits certificate of incorporation to reduce the conversion price of its 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

Page 8 of 11 pages

Agreement”) with Anthony Piscitelli, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals. The Fund share power with Mr. Piscitelli to vote or direct the vote of 8,047,394 shares held by Anthony Piscitelli, CEO of Issuer.

(b) The Fund, the Managing Member, and the Principals may be deemed to share (with each other and not with any third party) the power to dispose or direct the disposition of the 12,338,124 shares of Common stock.

The Reporting Persons do not have the power to dispose or direct the disposition of 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer. The Reporting Persons share power with Anthony Piscitelli to vote or direct the vote of and 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer.

(c) The Investment Manager engaged in the following transactions on the open market in the ordinary course of business since the most recent filing of Schedule 13D with respect to the Issuer’s Common Stock:


Trade Date	# of Shares	Average Weighted Price Per Share		Type of Transaction
06/02/09	4,807	$	0.59	Sale

(d) Not applicable.

(e) Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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 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 that is described in Item 3, above, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals.

ITEM 7.

Material to be Filed as Exhibits.

Exhibit

A – Joint Filing Agreement

Exhibit

B – Power of Attorney dated January 15, 2009

Page 9 of 11 pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.

Dated: June 18, 2009


WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA

By:		/s/ Diana Pereira
Name:		Diana Pereira
Title:		Chief Financial Officer of the Managing Member (for itself and as the Managing Member of the Fund) and Attorney-in-fact for each of the Principals

Page 10 of 11 pages

EXHIBIT INDEX

Exhibit A – Joint Filing Agreement

Exhibit B – Power of Attorney dated January 15, 2009

Page 11 of 11 pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.001 par value, of American Defense Systems, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: June 18, 2009


WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA

By:		/s/ Diana Pereira
Name:		Diana Pereira
Title:		Chief Financial Officer of the Managing Member (for itself and as the Managing Member of the Fund) and Attorney-in-fact for each of the Principals

EXHIBIT B

POWER OF ATTORNEY

BE IT KNOWN, that the undersigned Paul J. Orfalea, Lance W. Helfert, and R. Atticus Lowe, hereby each constitutes and appoints Diana H. Pereira, Paul J. Orfalea, Lance W. Helfert and R. Atticus Lowe, and each of them, as applicable, as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in name, place and stead, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities) relating to transactions by the undersigned in Common Shares or other securities and all amendments thereto, and all filings on Schedule 13D or Schedule 13G, and all amendments thereto, and to file the same, with the Securities and Exchange Commission and the appropriate securities exchange, granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall be effective until such time as the undersigned delivers a written revocation thereof to the above-named attorneys-in-fact and agents.

The undersigned each acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


Dated: January 15, 2009				/s/ Paul J. Orfalea
				Paul J. Orfalea

Dated: January 15, 2009				/s/ Lance W. Helfert
				Lance W. Helfert

Dated: January 15, 2009				/s/ R. Atticus Lowe
				R. Atticus Lowe

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