-----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, Gan7utZewfvF7+6UjRKNLVs55UHJWiY3hd8mJ0+DLhryCV6WbnqRi1QGK+zlEjz0 E5Iwb9/+AeMKU2S8w4zdIA== 0001144204-08-009119.txt : 20080214 0001144204-08-009119.hdr.sgml : 20080214 20080214124201 ACCESSION NUMBER: 0001144204-08-009119 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Secure America Acquisition CORP CENTRAL INDEX KEY: 0001402364 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83229 FILM NUMBER: 08611541 BUSINESS ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: (703) 528-7073 MAIL ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition CORP II DATE OF NAME CHANGE: 20070607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Secure America Acquisition Holdings, LLC CENTRAL INDEX KEY: 0001402363 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: (703) 528-7073 MAIL ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition Holdings LLC DATE OF NAME CHANGE: 20070607 SC 13G 1 v103233_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Secure America Acquisition Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 81372L103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. 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 (however, see the Notes). CUSIP NO. 81372L103 13G Page 2 of 2 Pages - --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Secure America Acquisition Holdings, LLC - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares NUMBER OF SHARES ----- -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,360,000 shares** EACH ----- -------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 shares ----- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,360,000 shares** - -------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,360,000 shares** - -------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable. - -------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.9%* - -------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------- ----------------------------------------------------------------------- * The percent of class computation is based on 12,500,000 shares of common stock outstanding as of December 5, 2007, as reported in the Company's Form 10-Q, dated as of December 7, 2007. ** The beneficial ownership reflected above does not include 2,075,000 shares of common stock issuable upon exercise of founder warrants that are not currently exercisable nor will they become exercisable within 60 days of the date hereof. Item 1 (a). Name of Issuer: Secure America Acquisition Corporation Item 1 (b). Address of Issuer's Principal Executive Offices: 1005 North Glebe Road, Suite 550 Arlington, VA 22201 Item 2 (a). Name of Person Filing: Secure America Acquisition Holdings, LLC Item 2 (b). Address of Principal Business Office or, if None, Residence: 1005 North Glebe Road, Suite 550 Arlington, VA 22201 Item 2 (c). Citizenship: Delaware Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP Number: 81372L103 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 (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership The membership interests of Secure America Acquisition Holdings, LLC are held as follows: C. Thomas McMillen (49.94%); Harvey L. Weiss (13.67%); Homeland Security Capital Corporation (13.77%); S. Kent Rockwell (10.59%); Michael Brigante (3.51%); James Maurer (2.22%); Philip A. McNeill (4.24%); Brian Griffin (1.06%) and Secure America Holdings, LLC (1%). Under the terms of a proxy agreement with the managing member, Secure America Holdings, LLC, Messrs. McNeill and Rockwell share voting and investment power with respect to all 2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC, although each of Messrs. McNeill and Rockwell disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests. (a) Amount beneficially owned: 2,360,000 shares of common stock (b) Percent of class: 18.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 2,360,000 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 2,360,000 shares Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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 or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. 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. [Remainder of page intentionally left blank] 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: February 13, 2008 Secure America Acquisition Holdings, LLC By: /s/ C. Thomas McMillen ---------------------------------- Name: C. Thomas McMillen Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----