Unassociated Document

-----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, NkmrYgLK21axPp/cTQIbVm7MUUm2TCqKz611rLNK/YiAyg5cXwRvw/1bdqpPc4dM yvgXzJoHpfss1n9n8gZorg== 0001144204-09-057617.txt : 20091109 0001144204-09-057617.hdr.sgml : 20091109 20091109172950 ACCESSION NUMBER: 0001144204-09-057617 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091109 DATE AS OF CHANGE: 20091109 GROUP MEMBERS: ULTIMATE RESORT HOLDINGS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tousignant James M. CENTRAL INDEX KEY: 0001475774 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3501 W. VINE STREET STREET 2: SUITE 225 CITY: KISSIMMEE STATE: FL ZIP: 34741 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Secure America Acquisition CORP CENTRAL INDEX KEY: 0001402364 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83229 FILM NUMBER: 091169637 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 SC 13D 1 v165401_sc13d.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Secure America Acquisition Corporation

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

81372L103

(CUSIP Number)

James M. Tousignant

3501 West Vine Street, Suite 225

Kissimmee, Florida 34741

(407) 483-1900

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with a copy to:

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1200

McLean, Virginia 22102

Attention: Jason Simon

Telephone: (703) 749-1300

October 29, 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), Rule 13d-1(f) or Rule 13d-1(g), check the following box .

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 8 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James Tousignant
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
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) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER	14,562
		8	SHARED VOTING POWER	3,858,571(1)
		9	SOLE DISPOSITIVE POWER	14,562
		10	SHARED DISPOSITIVE POWER	3,858,571(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,873,133(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7%(2)
14	TYPE OF REPORTING PERSON IN

(1)	Includes 3,858,571 shares of common stock issuable upon the exchange of membership units in Ultimate Escapes Holdings, LLC, which may be exchanged on a one-for-one basis for shares of common stock of the Issuer.

(2)	Based on (a) 3,749,267 shares outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009 plus (b) 3,858,571 shares issuable upon the exchange of membership units.

Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ultimate Resort Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
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) o
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	3,858,571(1)
		9	SOLE DISPOSITIVE POWER	-0-
		10	SHARED DISPOSITIVE POWER	3,858,571(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,858,571(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7%(2)
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 3,858,571 shares of common stock issuable upon the exchange of membership units in Ultimate Escapes Holdings, LLC, which may be exchanged on a one-for-one basis for shares of common stock of the Issuer.

(2)	Based on (a) 3,749,267 shares outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009 plus (b) 3,858,571 shares issuable upon the exchange of membership units.

Page 3 of 8 Pages

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, par value $.0001 per share (the “Common Stock”), of Secure America Acquisition Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3501 W. Vine Street, Suite 225, Kissimmee, Florida 34741.

Item 2. Identity and Background.

James M. Tousignant (“Tousignant”) is the President and Chief Executive Officer of the Issuer and is a citizen of the United States.

Ultimate Resort Holdings, LLC (“Holdings” and, collectively with Tousignant, the “Reporting Persons”) is a Delaware limited liability company.

The business address of Tousignant and Holdings is c/o Secure America Acquisition Corporation, 3501 West Vine Street, Suite 225, Kissimmee, Florida 34741.

Neither Tousignant nor Holdings has, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

On October 29, 2009, the Issuer consummated a business combination with Ultimate Escapes Holdings, LLC, a Delaware limited liability company (“Ultimate Escapes”), pursuant to that certain Contribution Agreement dated as of September 2, 2009, by and among the Issuer, Ultimate Escapes, Holdings, and Tousignant, in his capacity as the representative of the holders of the issued and outstanding membership interests of Ultimate Escapes and Holdings, as amended from time to time (as amended, the “Contribution Agreement”), whereby Ultimate Escapes became a subsidiary of the Issuer (the “Acquisition”). As part of the Acquisition, Holdings’ existing membership interest in Ultimate Escapes was converted into membership units in Ultimate Escapes. Pursuant to the terms of the Contribution Agreement, the membership units held by the Reporting Persons may be exchanged on a one-to-one basis for shares of Common Stock. The material terms of the Contribution Agreement and a description of the Acquisition is included in the Definitive Proxy Statement filed by the Issuer on October 16, 2009 and in the Current Report on Form 8-K filed by the Issuer on November 4, 2009.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire additional shares. The Reporting Person each reserve the right to, and may in the future choose to, change his or its purpose with respect to such investment and take such actions as he or it deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which he or it now beneficially owns or may hereafter acquire.

Page 4 of 8 Pages

In connection with the Acquisition, the Issuer’s founders, Holdings and Ultimate Escapes entered into a Voting Agreement (the “Voting Agreement”), pursuant to which the Issuer’s board of directors is set at six directors, and Holdings or its affiliates have the right to nominate four individuals for appointment to the board of directors of the Issuer following the Acquisition. Holdings caused three out of its four nominees to be appointed to the board of directors of the Issuer immediately prior to the Acquisition. There is one vacancy on the board of directors, which will be filled at a later date. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is incorporated herein by reference.

At the date of this Statement, the Reporting Persons, except as set forth in this Statement, have no plans or proposals which would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those actions enumerated above.

Page 5 of 8 Pages

Item 5. Interest in Securities of the Issuer.

As of the date of this report, Tousignant has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 14,562 shares of Common Stock and shared power to dispose of or direct the disposition of 3,858,571 shares of Common Stock. Tousignant beneficially owns an aggregate of 3,873,133 shares of Common Stock, which represents approximately 50.7% of the Common Stock outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009, as increased by the membership units able to be exchanged for Common Stock by Holdings.

As of the date of this report, Holdings beneficially owns and has shared power to dispose of or direct the disposition of 3,858,571 shares of Common Stock, which represents approximately 50.7% of the Common Stock outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009, as increased by the membership units able to be exchanged for Common Stock by Holdings.

Set forth below are the transactions that have taken place in the last 60 days involving the Reporting Persons and the Issuer’s securities:

Date	Number of Shares or Units Purchased by Tousignant	Aggregate Purchase Price
10/27/2009	100 Shares	$	812.00
	1,100 Shares	$	8,954.00
	5,788 Shares	$	47,172.20
	2,424 Shares	$	19,876.80
	1,300 Shares	$	10,491.00
	3,750 Shares	$	29,775.20
10/29/2009	100 Shares	$	1.00

Item 6.

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

Except as set forth in the Contribution Agreement, the Reporting Persons do not have any contract, arrangement, understanding or relationship with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1.

Contribution Agreement (incorporated herein by reference to Exhibit No. 10.12 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 4, 2009).

Exhibit 2.	Voting Agreement (incorporated herein by reference to Exhibit No. 10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 4, 2009).

Exhibit 3.	Power of Attorney, dated October 29, 2009.

Page 6 of 8 Pages

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.

November 9, 2009

	James M. Tousignant


	*
	Name: James Tousignant


	Ultimate Resort Holdings, LLC


	*
	Name: James Tousignant
	Title:


	*By: /s/ Jason Simon
	Jason Simon, Attorney-in-Fact

Page 7 of 8 Pages

EXHIBIT INDEX


Exhibit
Number		Description

	1	Contribution Agreement (incorporated herein by reference to Exhibit No. 10.12 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 4, 2009).

	2	Voting Agreement (incorporated herein by reference to Exhibit No. 10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 4, 2009).

	3	Power of Attorney, dated October 29, 2009.

Page 8 of 8 Pages

EX-24 2 v165401_ex24.htm

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of John Bello, Philip Callaghan, Jeffrey Sparks, Jason T. Simon and Soon Youn Joun his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the Company securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3. neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with each of the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as each of the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of each of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by each of the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of October, 2009.

/s/ James M. Tousignant

Name: James M. Tousignant

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