Schedule 13G Amendment #1

0000950123-11-032499.txt : 20110404 0000950123-11-032499.hdr.sgml : 20110404 20110404155101 ACCESSION NUMBER: 0000950123-11-032499 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110404 DATE AS OF CHANGE: 20110404 GROUP MEMBERS: A. DAMIAN PERL GROUP MEMBERS: CONTEGO SYSTEMS LLC GROUP MEMBERS: GLOBAL STRATEGIES GROUP HOLDING, S.A. GROUP MEMBERS: KENDE HOLDING KFT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perl Andrew Damian CENTRAL INDEX KEY: 0001476548 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 130 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 4UR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOTERA DEFENSE SOLUTIONS, INC. CENTRAL INDEX KEY: 0001471038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 204477465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85326 FILM NUMBER: 11735706 BUSINESS ADDRESS: STREET 1: 1501 FARM CREDIT DRIVE STREET 2: SUITE 2300 CITY: MCLEAN STATE: VA ZIP: 22102-5011 BUSINESS PHONE: 703-738-2840 MAIL ADDRESS: STREET 1: 1501 FARM CREDIT DRIVE STREET 2: SUITE 2300 CITY: MCLEAN STATE: VA ZIP: 22102-5011 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. DATE OF NAME CHANGE: 20090826 SC 13G/A 1 c15083sc13gza.htm SCHEDULE 13G AMENDMENT #1 Schedule 13G Amendment #1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Sotera Defense Solutions, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

37950B107

(CUSIP Number)

April 4, 2011

(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)

o Rule 13d-1(c)

þ 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.		31950B107


1	NAMES OF REPORTING PERSONS A. Damian Perl


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 2 of 10 Pages


CUSIP No.		31950B107


1	NAMES OF REPORTING PERSONS GLOBAL Strategies Group Holding, S.A.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Luxembourg

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	FI

Page 3 of 10 Pages


CUSIP No.		31950B107


1	NAMES OF REPORTING PERSONS Kende Holding kft


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hungary

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	FI

Page 4 of 10 Pages


CUSIP No.		31950B107


1	NAMES OF REPORTING PERSONS Contego Systems LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 5 of 10 Pages


CUSIP No.		31950B107


Item 1(a).		Name of Issuer:

Sotera Defense Solutions, Inc.


Item 1(b).		Address of Issuer’s Principal Executive Offices:

1501 Farm Credit Drive
Suite 2300
McLean, VA 22102-5011


Item 2(a).		Names of Persons Filing:

This statement is being filed jointly by:

	(i)		Contego Systems LLC, a Delaware limited liability company, which is the holder of 0 shares of the issuer’s common stock, $0.01 par value;

	(ii)		Kende Holding kft, a Hungarian company, which controls Contego Systems LLC;

	(iii)		GLOBAL Strategies Group Holding, S.A., a company organized under the laws of Luxembourg, which owns and controls 99.98% of Kende Holding kft; and

	(iv)		A. Damian Perl, an individual, who controls GLOBAL Strategies Group Holding, S.A.


Item 2(b).		Address of Principal Business Office or, if None, Residence:

For A. Damian Perl and Contego Systems LLC:
1501 Farm Credit Drive
Suite 2300
McLean, VA 22102-5011

For Kende Holding kft
Zichy Jeno U. 4
Budapest, K5 1066

For GLOBAL Strategies Group Holding, S.A.:
15 Boulevard Roosevelt
Luxembourg, L-2450


Item 2(c).		Citizenship:

A. Damian Perl: United Kingdom

Contego Systems LLC: Delaware

Kende Holding kft: Hungary

GLOBAL Strategies Group Holding, S.A.: Luxembourg

Page 6 of 10 Pages


CUSIP No.		31950B107


Item 2(d).		Title of Class of Securities:

Common Stock, $0.01 par value


Item 2(e).		CUSIP Number:

31950B107


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.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

With respect to A. Damian Perl, Contego Systems LLC, Kende Holding kft, and GLOBAL Strategies Group Holding, S.A.:

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 0


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 5 percent of the class of securities, check the following þ.


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.

Page 7 of 10 Pages


CUSIP No.		31950B107


Item 8.		Identification and Classification of Members of the Group.

A. Damian Perl

Contego Systems LLC

Kende Holding kft

GLOBAL Strategies Group Holding, S.A.


Item 9.		Notice of Dissolution of Group.

Not applicable.


Item 10.		Certifications.

Not applicable.

Page 8 of 10 Pages


CUSIP No.		31950B107

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: April 4, 2011


A. Damian Perl
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

Contego Systems LLC
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

Kende Holding kft
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

GLOBAL Strategies Group Holding, S.A.
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*


*		Signed pursuant to a Power of Attorney dated February 14, 2010 included as an Exhibit to the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2010.

Page 9 of 10 Pages


CUSIP No.		31950B107

EXHIBITS


1. Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)		Page 11

Page 10 of 10 Pages

EX-99.1 2 c15083exv99w1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

April 4, 2011

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Sotera Defense Solutions, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


A. Damian Perl
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

Contego Systems LLC
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

Kende Holding kft
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*

GLOBAL Strategies Group Holding, S.A.
By:	/s/ Lisa Broome
	Name:	Lisa Broome
	Title:	Attorney-in-Fact*


*		Signed pursuant to a Power of Attorney dated February 14, 2010 included as an Exhibit to the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2010.