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3/7/14‡ Bonds.com Group, Inc. 8-K:1,5,8,9 2/28/14 4:462K Donnelley … Solutions/FA
1: 8-K Current Report -- HTML: 29K| 8-K | 1st Page of 4± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 178:
Item 8.01.
Other Events. On March 6, 2014 , Bonds issued a press release announcing that it had entered into
the Merger Agreement. A copy of Bonds’ press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference . Safe Harbor
Statement under U.S. Private Securities Litigation Reform Act of 1995. This Current Report on Form 8-K and Exhibit 99.1 hereto contain forward-looking ... | | Line 227: 99.1
Press Release , dated March 6, 2014
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2: EX-2.1 Agreement and Plan of Merger -- HTML: 389K | EX-2.1 | 1st Page of 49± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 1,899: Merger Sub, a written consent adopting the Merger Agreement.
(b) Public Announcements. Each of the Parent and the Company will
issue an initial press release concerning the Merger and the Transactions and the parties shall cooperate to ensure that such press releases are consistent in substance and give the other party a reasonable opportunity to comment on the press
releases. Unless otherwise required by Applicable Law, FINRA or any applicable securities exchange to which Parent is subject (and in that event only if time does not permit), at all times prior to the earlier of the Effective Time or termination of
this Agreement pursuant to Section 7.1, other than in connection with reasonable responses to questions in quarterly earnings conference calls, Parent, Merger Sub and the Company shall consult with each other before issuing any press
release or otherwise making any public statement with respect to the Merger or this Agreement and shall not issue any such press release or public statement prior to such consultation except as required by Applicable Law, FINRA or the rules or
regulations of any applicable securities exchange to which the relevant party is subject, in which case the party required to make the release or statement shall endeavor, on a basis reasonable under the circumstances, to consult with the other
party about, and to provide the other party a meaningful opportunity to comment on, such release or statement in advance of such issuance; provided, however, that the restrictions in this Section 5.1(b) will not apply to
any press release or public announcement, statement or disclosure made by the Company following, and related to, or by Parent following, a Change of Recommendation by the Company Board under Section 5.3(d) of this Agreement. All written
communications by the Company or any of its Subsidiaries to its customers, vendors and business partners, to the extent relating to the Transaction, shall be subject to prior written consent by Parent. |
3: EX-3.1 Amendment to Bylaws of Bonds.Com Group, Inc. -- HTML: 4K
4: EX-99.1 Press Release, Dated March 6, 2014 -- HTML: 9K| EX-99.1 | 1st Page of 2± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 27:
Press Release, dated March 6, 2014
| | Line 75: ... website at www.sec.gov .
Forward-Looking Statements
Some of the statements in this press release constitute “forward-looking statements.” These statements are related to the expected timing,
completion and effects of the proposed transaction or other future events, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” ... |
GRAPHIC.005 Photo -- g686359g30d80.jpg -- JPEG: 31K
1/30/14‡ Bonds.com Group, Inc. 8-K:8,9 1/29/14 2:19K Quality EDGAR So… LLC/FA
1: 8-K Current Report Filing -- HTML: 13K| 8-K | 1st Page of 2± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 151:
On January 29, 2014 , Bonds.com Group, Inc. issued
a press release announcing that it is exploring its strategic alternatives. A copy of this press release is attached as Exhibit
99.1 to this Form 8-K, and is incorporated by reference herein. | | Line 165:
99.1 Press Release dated January 29, 2014
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2: EX-99.1 Press Release Dated January 29,2014 -- HTML: 6K | EX-99.1 | 1st Page of 1 | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 72: Forward-Looking Statements
The statements in this press release
that are not historical, including statements regarding the Company ’s beliefs, expectations, prospects, strategic plans and ... | | Line 78: ... materially from those expressed in the forward-looking statements. Important factors that could cause the differences are discussed
in the Company ’s reports on Forms 10-Q, 10-K, and 8-K that the Company periodically files with the Securities and Exchange
Commission. The Company does not undertake to update any forward-looking statements in this press release to reflect events or
circumstances after the date they were made, including any undertaking to disclose developments with respect to the strategic review ... |
4/30/13 Bonds.com Group, Inc. 8-K:3,5,8,9 4/24/13 3:386K Quality EDGAR So… LLC/FA
1: 8-K Current Report -- HTML: 25K| 8-K | 1st Page of 4± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 221:
On April 25, 2013 , the Company announced the effectiveness of the Reverse Stock Split and that trading in its Common Stock on the OTCQB market on a split-adjusted basis would begin April 26, 2013 . This press release is included as Exhibit 99.1 to this Current Report.
| | Line 260:
Press Release, dated April 25, 2013
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2: EX-3.1 Amended and Restated Certificate of Incorporation -- HTML: 347K
3: EX-99.1 Press Release Dated April 25, 2013 -- HTML: 13K| EX-99.1 | 1st Page of 2± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 114:
Statements made in this press release that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions ... Company ’s anticipated or future business and operations, its business plan and the prospects or outlook for its future
business and financial performance. The Company intends that such forward-looking statements be subject to the safe ... materially from historical results of operations and events and those presently anticipated or projected. These factors ... |
3/6/13 Bonds.com Group, Inc. 8-K:1,3,5,9 2/28/13 6:803K Quality EDGAR So… LLC/FA
1: 8-K Current Report -- HTML: 38K
2: EX-10.1 Unit Purchase Agreement -- HTML: 283K| EX-10.1 | 1st Page of 36± | Bonds.com Group, Inc. - 8-K | No Page-Breaks | | Line 686: ...
which
they were made, not misleading as of the date when made. Each press release issued by the Company or any of its Subsidiaries during
the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material ... | | Line 856: ... (f)
Public Announcements. The Company and each Buyer as of the time of a contemplated
press release or other public statement shall consult with each other before issuing, and provide each other the opportunity to
review and comment upon, any such press release or public statement with respect to the transactions contemplated hereby, and shall
not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable
law or any applicable stock exchange. |
3: EX-10.2 Common Stock Purchase Warrant -- HTML: 113K
4: EX-10.3 Amended and Restated Series E Stockholders’ Agreement --
HTML: 215K
5: EX-10.4 Amendment No. 1 to Second Amended and Restated Registration Rights
Agreement -- HTML: 27K
6: EX-10.5 Common Stock Purchase Warrant -- HTML: 127K
| ____________ | | ‡ | A non-Insider-Ownership Filing that was accepted after the SEC “closed” at 5:30:00pm ET. The legal “Filed As Of” date may be the next, or another, day. | | ¹ | Filing/Form and Document/Exhibit Types: | | 8-K | Current Report — Form 8-K { Item 1: Business & Operations; 2: Financial Info; 3: Securities & Trading; 4: Accountants & Accounting; 5: Governance & Management; 6: Asset-Backed Securities; 7: Disclosures; 8: Events; 9: Financials }. | | EX-2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | EX-3 | Articles of Incorporation/Organization or Bylaws. | | EX-10 | Material Contract. | | EX-99 | Miscellaneous Exhibit. | | GRAPHIC | Photo, Image or Graph. |
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