UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Stratesec Incorporated
------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------
(Title of Class of Securities)
862792108
----------------
(CUSIP Number)
Eduardo Orlansky, President
Bankest Capital Corp.
999 Brickell Avenue
Miami, Florida 33131
Phone: (305) 358-5610
---------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 24, 2003
----------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
9.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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 (the "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).
Page 1 of 10
SCHEDULE 13D
CUSIP No. 862792108 Page 2 of 10
1 NAMES OF REPORTING PERSONS Bankest Capital Corp.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 592763892
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
N/A (b)[_]
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 6,600,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 6,600,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,600,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88%
14 TYPE OF REPORTING PERSON* CO
SCHEDULE 13D
CUSIP No. 862792108 Page 3 of 10 Pages
1 NAMES OF REPORTING PERSONS Bankest International, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 591383879
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,600,000 shares owned
by the above Reporting Person's wholly-owned subsidiary, Bankest Capital Corp.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
N/A
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88%
14 TYPE OF REPORTING PERSON* CO
SCHEDULE 13D
CUSIP No. 862792108 Page 4 of 10 Pages
1 NAMES OF REPORTING PERSONS E.S. Bankest L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 650887242
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,600,000 shares owned
by the above Reporting Person parent, Bankest Capital Corp.
-----------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
N/A
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88%
14 TYPE OF REPORTING PERSON* OO
SCHEDULE 13D
CUSIP No. 862792108 Page 5 of 10 Pages
1 NAMES OF REPORTING PERSONS Eduardo Orlansky
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
N/A
---
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,600,000 shares owned
by Bankest Capital Corp., which is wholly-owned by Bankest International, Inc.,
50% of the capital stock of which is owned by the above Reporting Person
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
N/A
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88%
14 TYPE OF REPORTING PERSON* IN
SCHEDULE 13D
CUSIP No. 862792108 Page 6 of 10 Pages
1 NAMES OF REPORTING PERSONS Hector Orlansky
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
N/A
---
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,600,000 shares owned
by Bankest Capital Corp., which is wholly-owned by Bankest International, Inc.,
50% of the capital stock of which is owned by the above Reporting Person
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
N/A
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88%
14 TYPE OF REPORTING PERSON* IN
Item 1. Security and Issuer
-------------------
This Schedule 13D relates to the common stock, par value $.01 per
share ("Common Stock"), of Stratesec Incorporated, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 14360
Sullyfield Circle, Suite B, Chantilly, Virginia 20151.
Item 2. Identity and Background
-----------------------
a.- f. This Schedule 13D is being filed by (i) Bankest Capital
Corp., a Florida corporation ("BCC"); (ii) Bankest
International, Inc., a Florida corporation ("BII"); (iii)
E.S. Bankest L.C., a Florida limited liability company
("ESB"); (iv) Eduardo Orlansky ("E. Orlansky"); and (v)
Hector Orlansky ("H. Orlansky"). The principal business of
BCC is accounts receivable and trade financing and
factoring. BCC provides financing to customers in a wide
variety of industries, and owns all of the outstanding
membership interests of ESB. ESB is also engaged in the
factoring business. BII is a holding company that owns all
of the outstanding capital stock of BCC and other
non-finance/factoring subsidiaries, and conducts no other
business. ESB's, BCC's, BII's principal business address is
999 Brickell Avenue, 11th Floor, Miami, Florida 33131.
E. Orlansky and H. Orlansky each own 50% of the outstanding
capital stock of BII. E. Orlansky is the Director and
President of BII, the Director and President of BCC and the
Manager, Director and Chairman of ESB, respectively. H.
Orlansky is the Director and Secretary of BII, the Director
and Vice President of BCC and the Manager, Director and
President of ESB, respectively. The principal business
address of E. Orlansky and H. Orlansky is Bankest Capital
Corp., 999 Brickell Avenue, 11th Floor, Miami, Florida
33131. The name, position, present principal occupation,
principal business address and citizenship of each executive
officer and director of BII, BCC and ESB are set forth on
Appendix A attached hereto and made a part hereof.
During the past five years, none of BCC, BII, ESB, E.
Orlansky, or H. Orlansky, and, to the knowledge of such
Reporting Persons, none of the other individuals named on
Appendix A hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) during the past five years, has 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.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
See response to Item 4 below.
Item 4. Purpose of Transaction
----------------------
This Schedule 13D is being filed as a result of (i) the execution
and delivery of the Stratesec Incorporated Agreement dated January 24, 2003 (the
"Stratesec Agreement") between the Issuer and ESB; and (ii) the issuance by the
Issuer to BCC of 6,600,000 shares of Common Stock (the "Shares") on March 3,
2003 pursuant to the terms of the Stratesec Agreement.
7 of 10
Pursuant to the terms of the Stratesec Agreement, the Issuer agreed with ESB to
sell a total of 7,000,000 shares of Common Stock to ESB and/or its designees at
$0.25 per share, for a total consideration of $1,750,000, with payment for such
shares to be made to the Issuer by deducting a total of $1,750,000 from the
Issuer's outstanding indebtedness to ESB. In accordance with the Stratesec
Agreement, ESB designated BCC to receive the 6,600,000 of the 7,000,000 shares,
and designated Diana Garmendia to receive the remaining 400,000 shares (the
"Garmendia Shares"). Ms. Garmendia is not an affiliate of ESB, BCC, BII, E.
Orlansky or H. Orlansky, and has no beneficial ownership interest in the Shares.
None of ESB, BCC, BII, E. Orlansky or H. Orlansky has any beneficial ownership
interest in the Garmendia Shares. No consideration was received by ESB or any of
the other Reporting Persons in connection with Ms. Garmendia's acquisition of
the Garmendia Shares.
The undersigned Reporting Persons do not have any present plans or
proposals relating to or that would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including, but not limited to, any plans or proposals to change
the number or the term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's corporate structure
or business; (g) any change in the Issuer's certificate of incorporation or
by-laws, or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to those enumerated above.
The foregoing descriptions of the Stratesec Agreement are qualified
in their entirety by reference to such agreement, a copy of which is filed as an
exhibit to this Schedule 13D and is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
------------------------------------
a. - b. As of March 3, 2003, BCC beneficially owned the Shares, which
represent 42.88% of the outstanding shares of the Issuer on March 3,
2003, based on information received from the Issuer. BCC has sole
voting and investment power with respect to the Shares. As the holder
of all of the outstanding shares of Common Stock of BCC, BII may be
deemed to be the beneficial owner of the Shares. As the holder of 50%
of the capital stock of BII, E. Orlansky may be deemed to be the
beneficial owner of the Shares. As the holder of 50% of the capital
stock of BII, H. Orlansky may be deemed to be the beneficial owner of
the Shares.
c. Not applicable.
d. Not applicable.
e. Not applicable.
Item 6. Contacts, Arrangements, Understandings or Relationships With Respect
--------------------------------------------------------------------
to Securities of the Issuer
---------------------------
See response to Item 4 above. Other than as set forth in Item 4
above, to the knowledge of the undersigned Reporting Persons, none of
the persons identified in Item 2 or in Annex A is a party to any
contract, arrangement, understanding or relationship with respect to
any securities of the Issuer and none of the securities as to which
this Schedule 13D relates is pledged or is otherwise subject to a
contingency the occurrence of which would give another person voting
power or investment power over such securities.
8 of 10
Item 7. Material to be Filed as Exhibits
--------------------------------
A. Stratesec Incorporated Agreement dated January 24, 2003 between
Stratesec Incorporated and E. S. Bankest L.C.
B. Joint Filing Agreement dated March 12, 2003 by and among Bankest
Capital Corp., Bankest International, Inc., Eduardo Orlansky and
Hector Orlansky
9 of 10
Signature
After reasonable inquiry and to the best of its or his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 12, 2003
Bankest Capital Corp.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, President
Bankest International, Inc.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, President
E.S. Bankest L.C.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, Manager
/s/ Eduardo Orlansky
--------------------
Eduardo Orlansky
/s/ Hector Orlansky
-------------------
Hector Orlansky
10 of 10
APPENDIX A
OFFICERS, DIRECTORS AND MANAGERS OF E.S. BANKEST L.C.
Name Title Address Citizenship
---- ----- ------- -----------
Eduardo Orlansky Manager 999 Brickell Avenue USA
Director 11th Floor
Chairman Miami, Florida 33131
Hector Orlansky Manager 999 Brickell Avenue USA
Director 11th Floor
President Miami, Florida 33131
Dominick Parlapiano Manager 999 Brickell Avenue USA
Director 11th Floor
Sr. Vice President Miami, Florida 33131
Edward L. Dubner Sr. Vice President 999 Brickell Avenue USA
11th Floor
Miami, Florida 33131
Carlos Mendez Sr. Vice President 999 Brickell Avenue USA
11th Floor
Miami, Florida 33131
OFFICERS AND DIRECTORS OF BANKEST CAPITAL CORP.
Name Title Address Citizenship
---- ----- ------- -----------
Eduardo Orlansky Director 999 Brickell Avenue USA
President 11th Floor
Miami, Florida 33131
Hector Orlansky Director 999 Brickell Avenue USA
Vice President 11th Floor
Secretary Miami, Florida 33131
Treasurer
Dominick Parlapiano Vice President 999 Brickell Avenue USA
11th Floor
Miami, Florida 33131
Carlos Mendez Vice President 999 Brickell Avenue USA
11th Floor
Miami, Florida 33131
1 of 2
OFFICERS AND DIRECTORS OF BANKEST INTERNATIONAL, INC.
Name Title Address Citizenship
---- ----- ------- -----------
Eduardo Orlansky Director 999 Brickell Avenue USA
President 11th Floor
Miami, Florida 33131
Hector Orlansky Director 999 Brickell Avenue USA
Secretary 11th Floor
Miami, Florida 33131
2 of 2
Exhibit A
STRATESEC INCORPORATED
AGREEMENT
STRATESEC Incorporated ("STRATESEC", the "Company") agrees to sell 7,000,000
(seven million) shares of newly issued common stock, par value $0.01 per share
(the "Shares") to E. S. Bankest LLC and/or its designees ("Bankest et al."), at
$0.25/share for total consideration of $1,750,000, with payment made to
STRATESEC by deducting $1,750,000 from STRATESEC's outstanding indebtedness to
E.S. Bankest LLC.
E.S. Bankest LLC and/or its designees ("Bankest et al.") hereby represent and
warrant to the Company as follows:
(a) Experience. They are accredited investors (i) within the meaning of
----------
Regulation D promulgated under the Securities Act and (ii) is/are experienced in
evaluating and investing in companies such as the Company, are able to fend for
themselves in the transactions contemplated, have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of Bankest et al.'s investment, and have the ability to bear the economic
risks of such investment hereunder.
(b) Investment. Bankest et al. is acquiring the Shares for investment in
----------
its own accounts. Bankest et al. understands that the Shares have not been
registered under the Securities Act of 1933 by reason of a specific exemption
from the registration provisions of the Securities Act.
(c) Public Market. Bankest et al. understands that the Shares being
-------------
acquired may not be sold or publicly traded until the Company files a
registration statement with the Securities and Exchange Commission. The Company
agrees that it will include the Shares being acquired by Bankest et al. in any
registration statement with the Securities and Exchange Commission. The Company
agrees that it will include the Shares being acquired by Bankest et al. in any
registration statement that it files in connection with the registration of its
securities. The Company will cooperate in any sale of securities by Bankest et
al. in compliance with Rule 144 and will pay the costs of any legal opinion
required in relation to the sale or transfer of the Shares.
(d) Access to Data. Bankest et al. has carefully reviewed all material
--------------
and information relevant to the Company provided to them, and have made such
independent investigations as they have deemed necessary. Bankest et al. has
received all of the information they believe required to make an informed
decision regarding this investment. Any questions raised by Bankest et al.
concerning the transaction have been answered to their satisfaction. Bankest et
al.'s decision to invest is based on Bankest et al.'s own evaluation of the
risks and merits of the investment and the Company's proposed business
activities.
1
ES. Bankest, LLC and/or its designees represents that the foregoing is true and
correct to the best of their knowledge.
Dated: January 24, 2003, at Miami, Florida.
/s/ Eduardo Orlansky
----------------------------------------
Signature
Eduardo Orlansky
----------------------------------------
(Investor's Name Printed or Typed)
Address: 999 Brickell Ave, Penthouse
--------------------------------
Miami, Fl. 33131
----------------------------------------
Accepted and Agreed to,
STRATESEC,Incorporated
By: Wirt D. Walker, III
-----------------------------------
Wirt D. Walker, III, Chairman
Date: January 27, 2003
----------------------------------
2
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned, Bankest Capital Corp., Bankest International, Inc., E.S.
Bankest L.C., Eduardo Orlansky and Hector Orlansky agree that the Schedule 13D
to which this Agreement is attached, relating to the common stock, par value
$.01 per share, of Stratesec Incorporated, is filed on behalf of each such
party.
Date: March 12, 2003
Bankest Capital Corp.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, President
Bankest International, Inc.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, President
E.S. Bankest L.C.
By: /s/ Eduardo Orlansky
----------------------
Eduardo Orlansky, Manager
/s/ Eduardo Orlansky
--------------------
Eduardo Orlansky
/s/ Hector Orlansky
-------------------
Hector Orlansky