-----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, JAzWKN8EQcT5IYHzDLAz0JlVkhqTJZ7mW90nhvXbA8R0HibcWA1OQMU24ZlxWvPB zl4cApeo3U1gsJLmPvJ71A== 0001181431-09-030667.txt : 20090615 0001181431-09-030667.hdr.sgml : 20090615 20090615145543 ACCESSION NUMBER: 0001181431-09-030667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090608 FILED AS OF DATE: 20090615 DATE AS OF CHANGE: 20090615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lowe R Atticus CENTRAL INDEX KEY: 0001407604 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33888 FILM NUMBER: 09891791 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DRIVE STREET 2: SUITE 100 CITY: VENTURA STATE: CA ZIP: 93001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Helfert Lance W CENTRAL INDEX KEY: 0001407605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33888 FILM NUMBER: 09891790 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DRIVE STREET 2: SUITE 100 CITY: VENTURA STATE: CA ZIP: 93001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Orfalea Paul J CENTRAL INDEX KEY: 0001407606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33888 FILM NUMBER: 09891789 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DRIVE STREET 2: SUITE 100 CITY: VENTURA STATE: CA ZIP: 93001 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEST COAST ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001276537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33888 FILM NUMBER: 09891792 BUSINESS ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 BUSINESS PHONE: 8056535333 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEST COAST OPPORTUNITY FUND LLC CENTRAL INDEX KEY: 0001405965 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33888 FILM NUMBER: 09891793 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 4 1 rrd245870.xml X0303 4 2009-06-08 0 0001260996 AMERICAN DEFENSE SYSTEMS INC EAG 0001405965 WEST COAST OPPORTUNITY FUND LLC 1205 COAST VILLAGE ROAD MONTECITO CA 93108 0 0 1 0 0001276537 WEST COAST ASSET MANAGEMENT INC 1205 COAST VILLAGE ROAD MONTECITO CA 93108 0 0 1 0 0001407604 Lowe R Atticus 1205 COAST VILLAGE ROAD MONTECITO CA 93108 0 0 1 0 0001407605 Helfert Lance W 1205 COAST VILLAGE ROAD MONTECITO CA 93108 0 0 1 0 0001407606 Orfalea Paul J 1205 COAST VILLAGE ROAD MONTECITO CA 93108 0 0 1 0 Common Stock 2009-06-08 4 J 0 2000000 0.01 A 20407573 I See footnotes. Common Stock 2009-06-08 4 J 0 1455624 0.01 A 20385518 I See footnotes. Warrant to Purchase Common Stock 0.01 2009-06-08 4 J 0 2028571 0.01 A 2009-06-08 Common Stock 2028571 2028571 D Warrant to Purchase Common Stock 0.01 2009-06-08 4 J 0 1477679 0.01 A 2009-06-08 Common Stock 1477679 3506250 D Series A Preferred Stock 2.00 2009-06-08 4 J 0 14025 2.0 A 2008-06-08 2010-12-31 Common Stock 7012500 10518750 D Warrants to Purchase 0.01 2009-06-08 4 X 0 2028571 0.01 D 2009-06-08 Common Stock 2028571 8490179 D Warrants to Purchase 0.01 2009-06-08 4 X 0 1477679 0.01 D 2009-06-08 Common Stock 1477679 7012500 D Prior to the reporting date, Reporting Person owned 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. On May 27, 2009, Reporting Person 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. The warrants, however, contained a "blocker provision" preventing the exercise of such warrants if after such exercise Reporting Person owned 10% or more of the outstanding shares of Issuer 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 Reporting Person. Includes 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer, and the Reporting Persons does not have the power to dispose or direct the disposition of those shares. 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, Mr. Piscitelli agreed to vote his shares of ADSI voting securities in favor of those proposals. The Reporting Persons share power with Mr. Piscitelli to vote or direct the vote of 8,047,394 shares held by Anthony Piscitelli, the CEO of Issuer. The Reporting Persons may be deemed to share (with each other and not with any third party) the power to dispose or direct the disposition of the 1,874,807 shares of Common Stock. The warrants expire pursuant to their terms 3 years after the shares of common stock underlying the warrants have been registered pursuant to the Exchange Act of 1934. The underlying shares have not yet been registered. On June 8, 2009, Reporting person 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, Reporting Person 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 $1,000 per share, and a a conversion price of $2.00 per share of common stock, and is therefore convertible into an aggregate of 7,012,500. The terms and conditions of the Series A Preferred Stock, however, contained a "blocker provision" preventing the exercise of such warrants if after such exercise Reporting Person owned 10% or more of the outstanding shares of Issuer common stock. 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. West Coast Asset Management, Inc. (the "Investment Manager") is the Investment Manager of the West Coast Opportunity Fund. Atticus Lowe, Lance Helfert and Paul Orfalea serve on the investment committee of the Investment Manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. West Coast Opportunity Fund, LLC by: West Coast Asset Management, Inc. by: Diana Pereira Chief Finanical Officer 2009-06-12 West Coast Asset Management, Inc. by: Diana Pereira Chief Financial Officer 2009-06-12 Atticus Lowe by: Diana Pereira by Power of Attorney 2009-06-12 Lance Helfert by Diana Pereira by Power of Attorney 2009-06-12 Paul Orfalea by Diana Pereira by Power of Attorney 2009-06-12 -----END PRIVACY-ENHANCED MESSAGE-----