Securities Registration Statement (s-1/a)
September 30 2014 - 4:29PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 30, 2014
Registration
No. 333-198802
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 2
TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL
DIGITAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey |
|
2844 |
|
22-3392051 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
777
South Flagler Drive, Suite 800 West Tower
West
Palm Beach, Florida 33401
Telephone:
(561) 515-6163
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
|
David
A. Loppert
Chief
Financial Officer
777
South Flagler Drive, Suite 800 West Tower
West
Palm Beach, Florida 33401
Telephone:
(561) 515-6163
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service) |
Copies
to:
Owen
Naccarato
Naccarato
& Associates
1100
Quail Street, Suite 100
Newport
Beach, CA 92660
Office:
949-851-9261
Fax:
949-851-9262
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration
statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
Indicate
by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
|
Large Accelerated Filer
☐ |
|
Accelerated Filer ☐ |
|
|
Non-Accelerated
Filer ☐ (Do not check if a smaller reporting company) |
|
Smaller Reporting Company ☒ |
|
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida on the 30th
day of September, 2014.
|
GLOBAL
DIGITAL SOLUTIONS, INC.
(Registrant) |
|
|
|
By: |
/s/
Richard J. Sullivan |
|
|
Name:
Richard J. Sullivan |
|
|
Title: President
and Chief Executive Officer |
|
|
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Richard J. Sullivan |
|
Chief
Executive Officer and Chairman
of
the Board
(Principal
Executive Officer) |
|
September
30, 2014 |
Richard
J. Sullivan |
|
|
|
|
|
|
|
|
|
|
|
|
/s/
David A. Loppert |
|
Chief
Financial Officer
(Principal
Financial Officer and
Principal
Accounting Officer) |
|
September
30, 2014 |
David A. Loppert |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September
30, 2014 |
Stephen L.
Norris |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September
30, 2014 |
William J.
Delgado |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September
30, 2014 |
Arthur F.
Noterman |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September
30, 2014 |
Stephanie
C. Sullivan |
|
|
|
|
* - Signed by
David A. Loppert as attorney-in-fact.
EXHIBIT
INDEX
|
|
|
|
Incorporated
by Reference |
|
Exhibit
No. |
|
Description |
|
Form |
|
Filing
Date /
Period
End |
|
Exhibit
Number |
|
2.1 |
|
Purchase
Agreement, dated as of January 1, 2012, by and between Global Digital Solution, Inc., and Bronco Communications, LLC |
|
|
10 |
|
8/9/13 |
|
|
2.1 |
|
2.2 |
|
Amendment to
Purchase Agreement dated October 15, 2012, by and between Global Digital Solution, Inc., and Bronco Communications, LLC |
|
|
10 |
|
8/9/13 |
|
|
2.2 |
|
2.3 |
|
Agreement of
Merger and Plan of Reorganization dated as of October __, 2012, by and between Global Digital Solution, Inc., and Airtronic
USA, Inc. |
|
|
10/A |
|
9/10/13 |
|
|
2.3 |
|
2.4 |
|
First Amendment
to Agreement of Merger and Plan of Reorganization dated as of August 5, 2013, by and between Global Digital Solution, Inc.,
and Airtronic USA, Inc. |
|
|
10/A |
|
9/10/13 |
|
|
2.4 |
|
2.5 |
|
Equity Purchase
Agreement dated June 16, 2014 by and among Brian A. Dekle, John Ramsey, GDSI Acquisition Corporation, Global Digital Solutions,
Inc. and North American Custom Specialty Vehicles, LLC. |
|
|
8-K |
|
6/19/14 |
|
|
2.1 |
|
3.1 |
|
Certificate
of Incorporation |
|
|
10 |
|
8/9/13 |
|
|
3.1 |
|
3.2 |
|
Articles of
Merger |
|
|
10 |
|
8/9/13 |
|
|
3.2 |
|
3.3 |
|
Certificate
of Amendment to Certificate of Incorporation |
|
|
10 |
|
8/9/13 |
|
|
3.3 |
|
3.4 |
|
Bylaws |
|
|
10 |
|
8/9/13 |
|
|
3.4 |
|
3.5 |
|
Certificate
of Amendment to Certificate of Incorporation filed July 7, 2014 |
|
|
8-K |
|
7/30/14 |
|
|
3.1 |
|
5.1 + |
|
Opinion of
Naccarato & Associates |
|
|
|
|
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10.1 |
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Debtor In Possession
Note Purchase Agreement by and between the Company and Airtronic USA, Inc. dated October 22, 2012 |
|
|
10 |
|
8/9/13 |
|
|
10.1 |
|
10.2 |
|
8 1/4% Secured
Promissory Note in the original principal amount of $750,000 dated October 22, 2012 in favor of the Company |
|
|
10 |
|
8/9/13 |
|
|
10.2 |
|
10.3 |
|
Security Agreement
by and between the Company and Airtronic USA, Inc. dated October 22, 2012 |
|
|
10 |
|
8/9/13 |
|
|
10.3 |
|
10.4 |
|
Bridge Loan
Modification and Ratification Agreement by and between the Company and Airtronic USA, Inc. dated March __, 2013 |
|
|
10/A |
|
9/10/13 |
|
|
10.4 |
|
10.5 |
|
Second Bridge
Loan Modification and Ratification Agreement by and between the Company and Airtronic USA, Inc. dated as of August 5, 2013 |
|
|
10/A |
|
9/10/13 |
|
|
10.5 |
|
10.6 |
|
8 1/4% Secured
Promissory Note in the original principal amount of $550,000 dated August 5, 2013, in favor of the Company |
|
|
10/A |
|
9/10/13 |
|
|
10.6 |
|
10.7 |
|
Intellectual
Property Security Agreement dated as of August 5, 2013, by and between Merriellyn Kett and the Company |
|
|
10/A |
|
9/10/13 |
|
|
10.7 |
|
10.8 |
|
Promissory
Note Purchase Agreement by and between the Company and the investors listed therein dated December __, 2012 |
|
|
10 |
|
8/9/13 |
|
|
10.8 |
|
10.9 |
|
Secured Promissory
Note in the original principal amount of $750,000 dated December __, 2012 in favor of Gabriel De Los Reyes |
|
|
10 |
|
8/9/13 |
|
|
10.9 |
|
10.10 |
|
Security Agreement
dated December __, 2012 by and between the Company, Bay Acquisition, LLC and the noteholder identified on Schedule A |
|
|
10 |
|
8/9/13 |
|
|
10.10 |
|
|
|
|
|
Incorporated
by Reference |
|
Exhibit
No. |
|
Description |
|
Form |
|
Filing
Date /
Period
End |
|
Exhibit
Number |
|
10.11 |
|
Warrant
dated December __, 2012 for 3,000,000 shares of common stock |
|
|
10 |
|
8/9/13 |
|
|
10.11 |
|
10.12 |
|
Amendment
dated May 6, 2013, by and between the Company and Gabriel De Los Reyes |
|
|
10 |
|
8/9/13 |
|
|
10.12 |
|
10.13 |
|
Form
of Subscription Agreement and Securities Purchase Agreement |
|
|
10 |
|
8/9/13 |
|
|
10.13 |
|
10.14 |
|
Form
of Indemnification Agreement |
|
|
10 |
|
8/9/13 |
|
|
10.14 |
|
10.15 |
|
8
1/4% Secured Promissory Note in the original principal amount of $200,000 dated October 10, 2013, in favor of the Company |
|
|
10-K |
|
3/28/14 |
|
|
10.15 |
|
10.16 |
|
Third
Bridge Loan Modification and Ratification Agreement by and between the Company and Airtronic USA, Inc. dated as of October
10, 2013 |
|
|
10-K |
|
3/28/14 |
|
|
10.16 |
|
10.17 |
|
Investment
Banking Agreement with Midtown Partners & Co, LLC dated October 16, 2013 |
|
|
10-K |
|
3/28/14 |
|
|
10.17 |
|
10.18 |
|
Addendum
dated April 16, 2014 to Investment Banking Agreement with Midtown Partners & Co, LLC dated October 16, 2013 |
|
|
DRS/A |
|
8/5/14 |
|
|
10.17 |
|
10.19
* |
|
Global
Digital Solutions, Inc. 2014 Equity Incentive Plan approved by Shareholders May 19, 2014 |
|
|
DRS/A |
|
8/5/14 |
|
|
10.19 |
|
10.20 |
|
Online
Virtual Office Agreement dated August 19, 2013 |
|
|
DRS/A |
|
8/5/14 |
|
|
10.20 |
|
10.21
* |
|
Restricted
Stock Unit Agreement dated as of August 25, 2014 between Global Digital Solutions, Inc. and Stephen L. Norris |
|
|
8-K/A |
|
8/25/14 |
|
|
10.1 |
|
21.1 |
|
List
of Subsidiaries |
|
|
10-K |
|
3/28/14 |
|
|
21 |
|
23.1 |
|
Consent
of PMB Helin Donovan, LLP |
|
|
S-1 |
|
9/17/14 |
|
|
23.1 |
|
23.2
+ |
|
Consent
of Naccarato & Associates (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
|
24.1 |
|
Power
of Attorney (included on the Signature Page of this Registration Statement on Form S-1). |
|
|
|
|
|
|
|
|
|
99.1 |
|
NIMS
Standards for Mobile Command Center Vehicles |
|
|
DRS/A |
|
9/2/14 |
|
|
99.1 |
|
101.INS** |
|
XBRL
Instance |
|
|
S-1 |
|
9/17/14 |
|
|
101.INS |
|
101.SCH** |
|
XBRL
Taxonomy Extension Scheme |
|
|
S-1 |
|
9/17/14 |
|
|
101.SCH |
|
101.CAL** |
|
XBRL
Taxonomy Extension Calculation |
|
|
S-1 |
|
9/17/14 |
|
|
101.CAL |
|
101.DEF** |
|
XBRL
Taxonomy Extension Definition |
|
|
S-1 |
|
9/17/14 |
|
|
101.DEF |
|
101.LAB** |
|
XBRL
Taxonomy Extension Labels |
|
|
S-1 |
|
9/17/14 |
|
|
101.LAB |
|
101.PRE** |
|
XBRL
Taxonomy Extension Presentation |
|
|
S-1 |
|
9/17/14 |
|
|
101.PRE |
|
* |
Management contract or
compensatory plan or arrangement. |
|
|
+ |
Filed herewith. |
|
|
** |
XBRL (Extensible Business Reporting
Language) information is furnished and not filed or a part of a registration statement or prospectus of sections 11 or
12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act
of 1934, as amended, and otherwise is not subject to liability under these sections. |
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