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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
Timios National Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
88738N103
(CUSIP Number)
Trevor Stoffer
5305 Via Jacinto
Newbury Park, CA 91320
Tel: (310) 486-1252
With a copy to:
Jeffrey P. Schultz
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York
(212) 935-3000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 28, 2012
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
Name of Reporting Person | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
x | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Person | |||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||
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13 |
Percent of Class Represented by Amount in Row (11) (see Item 5) | |||
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Type of Reporting Person* | |||
(1) Includes an aggregate of 170,931 shares of Timios National Corporation (the Issuer) common stock, par value $0.001 per share (the Common Stock), and 303,809 shares of Issuer Series J Preferred Stock, par value $0.01 per share (the Preferred Stock), convertible into 998,974 shares of Common Stock of the Issuer. The holders of Preferred Stock vote with the holders of Common Stock on an as-converted basis and as a single class on all matters presented to the holders of Common Stock.
(2) The Reporting Person has entered into a Voting Agreement, dated August 28, 2012, pursuant to which the Reporting Person and C. Thomas McMillen have agreed to vote all of their securities in favor of electing the Reporting Person and Mr. McMillen as members of the Companys Board of Directors. The Voting Agreement applies only to the election of directors, and no other matters.
(3) The calculation is based on 10,679,466 shares of Common Stock of the Company on an as converted basis of the Issuer as of August 28, 2012 as reported in the Issuers Form 8-K, filed with the Securities and Exchange Commission (the SEC) on August 29, 2012.
Item 1. |
Security and Issuer |
This Schedule 13D (this Schedule 13D) relates to the Common Stock, par value $0.001 per share, of Timios National Corporation, a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 4601 Fairfax Drive, Suite 1200, Arlington, VA 22203. | |
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Item 2. |
Identity and Background |
(a) |
This Schedule 13D is being filed by Trevor Stoffer (the Reporting Person). |
(b) |
The business address of the Reporting Person is c/o Timios Inc., 5716 Corsa Avenue, Suite 102, Westlake Village, CA 91362. |
(c) |
The principal business of the Reporting Person is serving as Chief Executive Officer and President of Timios Inc. |
(d) |
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) |
During the last five years, the Reporting Person has not been 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. |
(f) |
The Reporting Person is a citizen of the United States of America |
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Item 3. |
Source and Amount of Funds or Other Consideration |
As described below, the shares to which this Schedule 13D relates were received by the Reporting Person as part of the Issuers Restructuring, as defined below, and thus no funds were used for such purpose. | |
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Item 4. |
Purpose of Transaction |
On August 28, 2012, Timios National Corporation (formerly known as Homeland Security Capital Corporation; the Issuer) entered into an Exchange Agreement (the Exchange Agreement) with the Reporting Person and certain other parties signatory thereto, pursuant to which, among other things, those parties exchanged certain debt and securities of the Company owned by them and all rights, title and interest therein or associated therewith in exchange for the Companys Preferred Stock, in accordance with the terms of the Exchange Agreement (collectively, the Exchange). As part of the Exchange, among other things, the Reporting Person exchanged 157 shares of Series H Preferred and 277,776 shares of Series A Preferred Stock, par value $0.001 per share, of the Issuers subsidiary Fiducia Real Estate Solutions, Inc., and all rights, title and interest therein, including, without limitation, any and all accrued dividends, in exchange for shares of Preferred Stock and 170,931 shares of Common Stock. The foregoing transactions are collectively referred to herein as the Restructuring.
In addition, as part of the Restructuring, the Issuer, the Reporting Person and C. Thomas McMillen entered into a Voting Agreement, dated August 28, 2012 (the Voting Agreement), pursuant to which the Reporting Person and Mr. McMillen have agreed to vote all of their securities in favor of electing the Reporting Person and Stoffer as members of the Companys Board of Directors. |
Item 5. |
Interest in Securities of the Issuer |
(a) The Reporting Person beneficially owns 11.0% of the shares of Common Stock of the Issuer, based on 10,679,466 shares of Common Stock on an as converted basis of the Issuer, as of August 29, 2012, as reported in the Issuers Form 8-K, filed with the SEC on August 29, 2012.
(b) The Reporting Person has the sole voting and dispositive power with respect to 1,169,905 shares of Common Stock, including the shares of Common Stock underlying the 303,809 shares of Preferred Stock, on an as converted basis. The Reporting Person has shared voting power with respect to 2,646,185 shares of Common Stock, but only with respect to the election of the Reporting Person and Mr. McMillen, pursuant to the terms of the Voting Agreement.
(c) Except as described in Items 3 and 4 of this Schedule 13D, there have been no transactions effected with the respect to the shares of Common Stock held by the Reporting Person within the past 60 days of the date hereof by the Reporting Person.
(d) The Reporting Person has the sole right to receive, or power to direct the receipt of dividends from, or the proceeds of sale of, the shares of Common Stock beneficially owned by him.
(e) Not applicable. | |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
In addition to the Exchange Agreement described in Item 4 above, on August 28, 2012, the Reporting person entered into the Voting Agreement by and among the Issuer, the Reporting Person and C. Thomas McMillen as a condition precedent to the Exchange Agreement previously described. Pursuant to the Voting Agreement, the Reporting Person has agreed to vote all of his shares in favor of electing the Reporting Person and C. Thomas McMillen as members of the Issuers Board of Directors in accordance with the terms of the Voting Agreement. | |
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Item 7. |
Material to be Filed as Exhibits |
10. 1 |
Exchange Agreement, dated August 28, 2012, by and among the Issuer and the parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, as filed with the Commission on August 29, 2012). |
10.2 |
Voting Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current Report on Form 8-K, as filed with the Commission on August 29, 2012). |