UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment No.
)*
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Argyle
Security, Inc.
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(Name
of Issuer)
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Common
Stock, $0.0001 par value per share
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(Title
of Class of Securities)
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040311102
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(CUSIP
Number)
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William
Blair Mezzanine Capital Fund III, L.P.
Attention: David
M. Jones
303
West Madison Street, Ste. 2100
Chicago,
Illinois 60606
(312)
592-6111
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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December 14,
2009
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(Date
of Event which Requires Filing of this Statement)
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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.
¨
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Note
: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
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*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 disclosures provided in a prior cover page.
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The
information required on 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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Persons who respond to the collection of information
contained in this form are not
required to respond unless the form displays a
currently valid OMB control number.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
William
Blair Mezzanine Capital Fund III, L.P.
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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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.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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o
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13.
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Percent of
Class Represented by Amount in Row (11)
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14.
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Type
of Reporting Person (See Instructions)
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(1)
Voting power is
exercised through its sole general partner, William Blair Mezzanine Capital
Partners III, L.L.C.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
William
Blair Mezzanine Capital Fund III, L.P.
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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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.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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o
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13.
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Percent of
Class Represented by Amount in Row (11)
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14.
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Type
of Reporting Person (See Instructions)
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(1)
Solely in its capacity as
the sole general partner of William Blair Mezzanine Capital Fund III, L.P.
(2)
Power is
exercised through its members, William Blair & Company, L.L.C., and
Wilblairco Associates, and its Initial Managing Directors, Timothy J. Mackenzie,
Terrance M. Shipp and Marc J. Walfish.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
William
Blair & Company, L.L.C.
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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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.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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o
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13.
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Percent of
Class Represented by Amount in Row (11)
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14.
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Type
of Reporting Person (See Instructions)
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(1) Solely
in its capacity as a member of William Blair Mezzanine Capital Partners III,
L.L.C.
(2) Power
is exercised through its principals.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
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2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
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6.
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Citizenship
or Place of Organization
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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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.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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o
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13.
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Percent of
Class Represented by Amount in Row (11)
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14.
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Type
of Reporting Person (See Instructions)
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(1) Solely
in its capacity as a member of William Blair Mezzanine Capital Partners III,
L.L.C.
(2) Power
is exercised through its principals.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
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6.
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Citizenship
or Place of Organization
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|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
Sole
Voting Power
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|
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8.
Shared
Voting Power
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|
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9.
Sole
Dispositive Power
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|
|
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10.
Shared
Dispositive Power
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|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)
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|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
|
o
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13.
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Percent of
Class Represented by Amount in Row (11)
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|
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14.
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Type
of Reporting Person (See Instructions)
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(1) Solely
in his capacity as an Initial Managing Director of William Blair Mezzanine
Capital Partners III, L.L.C.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
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|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
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4.
|
Source
of Funds (See Instructions)
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
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6.
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Citizenship
or Place of Organization
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
Sole
Voting Power
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8.
Shared
Voting Power
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|
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9.
Sole
Dispositive Power
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|
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10.
Shared
Dispositive Power
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|
|
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)
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|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
|
o
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13.
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Percent of
Class Represented by Amount in Row (11)
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14.
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Type
of Reporting Person (See Instructions)
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(1) Solely
in his capacity as an Initial Managing Director of William Blair Mezzanine
Capital Partners III, L.L.C.
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
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|
4.
|
Source
of Funds (See Instructions)
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
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6.
|
Citizenship
or Place of Organization
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
Sole
Voting Power
|
|
|
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8.
Shared
Voting Power
|
|
|
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9.
Sole
Dispositive Power
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|
|
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10.
Shared
Dispositive Power
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
542,417
shares of common stock
(1)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
|
o
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
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(1) Solely
in his capacity as an Initial Managing Director of William Blair Mezzanine
Capital Partners III, L.L.C.
Item
1.
Security and
Issuer
The class
of equity securities to which this Schedule 13D relates is the common stock,
$0.0001 par value per share (the “Common Stock”), of Argyle Security, Inc., a
Delaware corporation (the “Company”). The address of the principal executive
office of the Company is 200 Concord Plaza, Suite 700, San Antonio, Texas
78216.
Item
2.
Identity and
Background
1.
William Blair
Mezzanine Capital Fund III, L.P., a limited partnership organized under the laws
of Delaware (“Blair Mezzanine Fund”). The principal business of Blair
Mezzanine Fund is to make investments. The address of the principal
office of Blair Mezzanine Fund is 303 West Madison Street, Suite 2100, Chicago,
Illinois 60606.
2. William
Blair Mezzanine Capital Partners III, L.L.C., a limited liability company
organized under the laws of Delaware (“Blair General Partner”). The
principal business of Blair General Partner is to manage Blair Mezzanine
Fund. The address of the principal office of Blair General Partner is
303 West Madison Street, Suite 2100, Chicago, Illinois 60606.
3. William
Blair & Company, L.L.C., a limited liability company organized under the
laws of Delaware (“Blair”). The principal business of Blair, which is
a registered securities broker-dealer, consists of providing investment banking,
asset management, equity research, institutional and private brokerage and
related services to individual, institutional and issuing
clients. The address of the principal office of Blair is 222 West
Adams Street, Chicago, Illinois 60606.
4. Wilblairco
Associates, a general partnership organized under the laws of Illinois
(“Blairco”). The principal business of Blairco is to make
investments. The address of the principal office of Blairco is 222
West Adams Street, Chicago, Illinois 60606.
5. Timothy
J. MacKenzie (“MacKenzie”) is a citizen of the United States. His
principal occupation is the management of investments, including his role as an
Initial Managing Director of Blair General Partner.
6. Terrance
M. Shipp (“Shipp”) is a citizen of the United States. His principal
occupation is the management of investments, including his role as an Initial
Managing Director of Blair General Partner.
7. Marc
J. Walfish (“Walfish”) is a citizen of the United States. His
principal occupation is the management of investments, including his role as an
Initial Managing Director of Blair General Partner.
During
the last five years, the foregoing persons have not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
(i) enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) finding a violation
with respect to such laws.
Item
3.
Source and Amount of
Funds or Other Consideration
The
description of the conversion terms of the DI Promissory Note (defined
below) under Item 4 is incorporated by reference herein.
Item
4.
Purpose of
Transaction
On
December 14, 2009, in connection with the entry into a Ninth Amendment and
Waiver (the “Blair Amendment”) to that certain Note and Warrant Purchase
Agreement dated as of October 22, 2004 (as amended) by and between ISI
Security Group, Inc., a subsidiary of the Company (“ISI”) and Blair Mezzanine
Fund (the “Agreement”), Blair Mezzanine Fund agreed to convert $897,215.18 of
deferred and accrued interest due under that certain Amended and Restated Senior
Subordinated Promissory Note A dated January 8, 2009 (“Note A”) into a
new senior subordinated convertible promissory note (the “DI Promissory
Note”) accruing interest at 20% per annum. The DI Promissory
Note matures on June 30, 2010, subject to the conversion provisions
summarized below.
The
principal balance together with any accrued and unpaid interest under the
DI Promissory Note will automatically convert into the Company’s common
stock in the event a Qualified Equity Offering (as defined in the DI Promissory
Note) closes and funds on or prior to June 29, 2010 pursuant to which
Mezzanine Management Fund IV A, LP and Mezzanine Management Fund IV
Coinvest A, LP (the “MML Entities”) or their affiliates participate at
certain specified levels. The number of shares of common stock
issuable upon conversion of the
DI Promissory Note in the event of a Qualified Equity Offering will be
based on the price per share at which the shares of Company common stock are
offered or sold.
If no
Qualified Equity Offering is consummated on or before June 29, 2010, then
the principal and accrued and unpaid interest under the DI Promissory Note
will automatically convert on June 30, 2010 into the number of shares of
Company common stock equal to the unpaid principal and interest due on
June 30, 2010 under the DI Promissory Note divided by $0.4302 (the
“Conversion Price”); provided however, that no conversion will be effected
unless the convertible bridge notes issued by the Company to the MML Entities
are simultaneously converted at that time. Under the terms of the
DI Promissory Note, the Conversion Price is subject to certain
anti-dilution adjustments.
Additionally,
the principal and accrued and unpaid interest under the DI Promissory Note
may, at the option of Blair Mezzanine Fund, be converted into Company common
stock based on the Conversion Price in connection with a change of control of
the Company.
Under the
terms of the Blair Amendment, effective upon a conversion of the
DI Promissory Note into shares of Company common stock in accordance with
its terms and thereafter for so long as Blair Mezzanine Fund owns at least ten
percent (10%) of any shares of capital stock of the Company held by Blair
Mezzanine Fund on December 14, 2009, or any obligations remain unpaid under
the DI Promissory Note, Note A or that certain Fourth Amended and
Restated Senior Subordinated Promissory Note dated as of December 14, 2009
issued by the Company in favor of Blair Mezzanine Fund, Blair Mezzanine Fund
will have the right to have one observer present at all meetings of the boards
of directors of the Company and its subsidiaries and receive all materials and
other information provided to such boards of directors in connection with such
meetings.
The
foregoing description of certain material terms of the DI Promissory Note
is qualified in its entirety by reference to the DI Promissory Note, a copy
of which is filed through incorporation by reference with this
Schedule 13D.
Item
5.
Interest in
Securities of the Issuer
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(a)
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Number
of
Common
Shares
Beneficially
Owned
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|
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William
Blair Mezzanine Capital Fund III, L.P.
|
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542,417
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7.3
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%
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|
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|
William
Blair Mezzanine Capital Partners III, L.L.C.
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542,417
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7.3
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%
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|
William
Blair & Company, L.L.C.
|
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542,417
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7.3
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%
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Wilblairco
Associates
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542,417
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7.3
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%
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Timothy
J. MacKenzie
|
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|
542,417
|
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7.3
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%
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Terrance
M. Shipp
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|
542,417
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|
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|
7.3
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%
|
|
|
|
Mark
J. Walfish
|
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|
542,417
|
|
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7.3
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%
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|
|
(1)
Based on 7,409,805 shares of common stock outstanding as of
November 19, 2009 as disclosed in the Company’s Form 10-Q for the
quarterly period ended September 30,
2009.
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(b)
|
Blair
Mezzanine Fund has the sole power to vote or to direct the vote of or to
dispose or to direct the disposition of 542,417 shares of Common
Stock. Blair Mezzanine Fund shares the power to vote or to
direct the vote of and the power to dispose of or to direct the
disposition of zero shares of Common
Stock.
|
Blair
General Partner has the sole power to vote or to direct the vote of or to
dispose or to direct the disposition of 542,417 shares of Common
Stock. Blair General Partner shares the power to vote or to direct
the vote of and the power to dispose of or to direct the disposition of zero
shares of Common Stock.
Blair has
the sole power to vote or to direct the vote of and the sole power to dispose of
or to direct the disposition of zero shares of Common Stock. Blair
shares the power to vote or to direct the vote of or to dispose or to direct the
disposition of 542,417 shares of Common Stock.
Blairco
has the sole power to vote or to direct the vote of and the sole power to
dispose of or to direct the disposition of zero shares of Common
Stock. Blairco shares the power to vote or to direct the vote of or
to dispose or to direct the disposition of 542,417 shares of Common
Stock.
MacKenzie
has the sole power to vote or to direct the vote of and the sole power to
dispose of or to direct the disposition of zero shares of Common
Stock. MacKenzie shares the power to vote or to direct the vote of or
to dispose or to direct the disposition of 542,417 shares of Common
Stock.
Shipp has
the sole power to vote or to direct the vote of and the sole power to dispose of
or to direct the disposition of zero shares of Common Stock. Shipp
shares the power to vote or to direct the vote of or to dispose or to direct the
disposition of 542,417 shares of Common Stock.
Walfish
has the sole power to vote or to direct the vote of and the sole power to
dispose of or to direct the disposition of zero shares of Common
Stock. Walfish shares the power to vote or to direct the vote of or
to dispose or to direct the disposition of 542,417 shares of Common
Stock.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The
information disclosed under Items 4 and 5 is incorporated by reference
herein.
Item
7.
Material to Be Filed
as Exhibits
|
1.
|
Joint
Filing Agreement
|
|
2.
|
Ninth
Amendment and Waiver to Note and Warrant Purchase Agreement, dated as of
December 14. 2009, between ISI Security Group, Inc. and William Blair
Mezzanine Capital Fund III, L.P. (incorporated by reference to Exhibit
99.7 of the Current Report on Form 8-K filed by Argyle Security, Inc. with
the SEC on December 17, 2009).
|
|
3.
|
Fourth
Amended and Restated Senior Subordinated Promissory Note dated
December 14, 2009 from ISI Security Group, Inc. in favor of William
Blair Mezzanine Capital Fund III, L.P. in the aggregate original principal
amount of $5,951,609 (incorporated by reference to Exhibit 99.8
of the Current Report on Form 8-K filed by Argyle Security, Inc. with the
SEC on December 17, 2009).
|
|
4.
|
Senior
Subordinated (DI) Promissory Note dated December 14, 2009 from ISI
Security Group, Inc. in favor of William Blair Mezzanine Capital Fund III,
L.P. in the aggregate original principal amount of $897,215.18
(incorporated by reference to Exhibit 99.9 of the Current Report on Form
8-K filed by Argyle Security, Inc. with the SEC on December 17,
2009).
|
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Date: January
5, 2010
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WILLIAM
BLAIR MEZZANINE CAPITAL FUND III, L.P.
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By:
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William
Blair Mezzanine Capital Partners III, L.L.C., its general
partner
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|
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By:
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/s/Terrance
M. Shipp
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|
Name:
Terrance M. Shipp
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|
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Title:
Initial Managing Director
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WILLIAM
BLAIR MEZZANINE CAPITAL PARTNERS III, L.L.C.
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By:
|
/s/Terrance
M. Shipp
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|
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Name:
Terrance M. Shipp
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|
|
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Title:
Initial Managing Director
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WILLIAM
BLAIR & COMPANY, L.L.C.
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By:
|
/s/E.
David Coolidge III
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Name: E.
David Coolidge III
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Title: Principal
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WILBLAIRCO
ASSOCIATES
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By:
|
/s/James
D. McKinney
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|
|
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Name: James
D. McKinney
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Title: Principal
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TIMOTHY
J. MACKENZIE
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/s/
Timothy
J. MacKenzie
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|
Timothy
J. MacKenzie
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TERRANCE
M. SHIPP
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|
|
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/s/
Terrance
M. Shipp
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|
Terrance
M. Shipp
|
|
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MARC
J. WALFISH
|
|
|
|
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/s/
Marc
J. Walfish
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Exhibit
1
Joint
Filer Agreement
The
undersigned hereby agree and acknowledge that the statement containing the
information required by Schedule 13D, to which this agreement is attached as an
exhibit, is filed on behalf of each of them, and any amendments or supplements
to the Schedule 13D shall also be filed on behalf of each of them.
|
Date: January
5, 2010
|
WILLIAM
BLAIR MEZZANINE CAPITAL FUND III, L.P.
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|
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By:
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William
Blair Mezzanine Capital Partners III, L.L.C., its general
partner
|
|
|
|
|
|
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By:
|
/s/Terrance
M. Shipp
|
|
|
|
|
Name:
Terrance M. Shipp
|
|
|
|
|
Title:
Initial Managing Director
|
|
|
|
|
|
|
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WILLIAM
BLAIR MEZZANINE CAPITAL PARTNERS III, L.L.C.
|
|
|
|
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|
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By:
|
/s/Terrance
M. Shipp
|
|
|
|
|
Name:
Terrance M. Shipp
|
|
|
|
|
Title:
Initial Managing Director
|
|
|
|
|
|
|
|
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WILLIAM
BLAIR & COMPANY, L.L.C.
|
|
|
|
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By:
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/s/E.
David Coolidge III
|
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Name: E.
David Coolidge III
|
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Title: Principal
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WILBLAIRCO
ASSOCIATES
|
|
|
|
|
|
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By:
|
/s/James
D. McKinney
|
|
|
|
|
Name: James
D. McKinney
|
|
|
|
|
Title: Principal
|
|
|
|
|
|
|
|
|
TIMOTHY
J. MACKENZIE
|
|
|
|
|
|
|
|
|
/s/
Timothy
J. MacKenzie
|
|
|
|
Timothy
J. MacKenzie
|
|
|
|
|
|
|
|
|
TERRANCE
M. SHIPP
|
|
|
|
|
|
|
|
|
/s/
Terrance
M. Shipp
|
|
|
|
Terrance
M. Shipp
|
|
|
|
|
|
|
|
|
MARC
J. WALFISH
|
|
|
|
|
|
|
|
|
/s/
Marc
J. Walfish
|
|
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|
Argyle Security (CE) (USOTC:ARGL)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Argyle Security (CE) (USOTC:ARGL)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
