UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
MACE SECURITY INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
554335109
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(CUSIP Number)
Louis D. Paolino, Jr.
c/o Mace Security International, Inc.
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054
856-778-2300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
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December 21, 2004
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(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. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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.
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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis D. Paolino, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,701,640 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,701,640 (1)
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,701,640(1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
CUSIP No. 554335109 13D Page 2 of 6
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.14%
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14. TYPE OF REPORTING PERSON*
IN
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(1) Includes 899,682 shares underlying options that are currently
exercisable. The decrease in the number of shares reported herein from the
number of shares reported in Amendment No. 2 to Schedule 13D reflects the sale
by Argyll Equities, LLC (first disclosed to the Reporting Person on December 21,
2004) of 1,190,000 of the Reporting Person's shares that were pledged as
collateral under a collateralized loan agreement between the Reporting Person
and Argyll Equities, LLC, as described in Item 6 of this Schedule 13D/A. In his
litigation against Argyll, as discussed in Item 6, Mr. Paolino is seeking all
possible relief in law and equity. One possible remedy the Court may impose is
restoring the loan and returning all 1,190,000 of Mr. Paolino's shares as the
original collateral.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 554335109 13D Page 3 of 6
This Amendment No. 3 to Statement on Schedule 13D, dated May 28, 1999, (the
"Original Statement"), filed by Mr. Louis Paolino, Jr. ("Mr. Paolino" or the
"Reporting Person"), as amended on July 15, 1999 ("Amendment No. 1") and
December 10, 2004 ("Amendment No. 2), is hereby amended by this Amendment No. 3,
filed on December 23, 2004 ("Amendment No. 3") to reflect changes in the
information previously filed relating to the outstanding shares of common stock,
$0.01 par value (the "Shares"), of Mace Security International, Inc., a Delaware
corporation ("Mace" or the "Company"), which has its principal executive offices
at 1000 Crawford Place, Suite 400 Mt. Laurel, New Jersey 080544. This Amendment
No. 3 is being filed by the Reporting Person only. Red Mountain Holdings, Ltd.,
and Robert M. Kramer, which were previously reporting persons under the prior
filings of this Schedule 13D, are no longer filing jointly with the Reporting
Person.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The Reporting Person beneficially owns 1,701,640 shares of the
Company's common stock, or 11.14% of the outstanding shares of Company common
stock (based upon 15,268,632 shares outstanding as of December 22, 2004). Of the
1,701,640 shares beneficially owned by the Reporting Person, 899,682 shares are
subject to options that are currently exercisable.
(b) The Reporting Person has sole voting and dispositive power over the
Shares.
(c) The information contained in Item 6 hereof relating to Mr. Paolino's
collateralized loan agreement with Argyll Equities, LLC and the 1,190,000 shares
that were pledged thereunder is incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 554335109 13D Page 4 of 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following language:
On December 16, 2004, Louis D. Paolino filed a Verified Original Petition,
Application for a Restraining Order, and Request for Disclosure in the District
Court in the 216th Judicial District for Kendall County, Texas against Argyll
Equities, LLC ("Argyll"). Pursuant to this lawsuit, on that same date, Judge
William Palmer entered a Temporary Restraining Order against Argyll. This Order
enjoined Argyll from the sale of Mace common stock pledged by Mr. Paolino as
collateral pursuant to the Loan Agreement between Argyll and Mr. Paolino. The
Order further required that Argyll place the pledged shares in the Court's
registry until further order by the Court. In the event that Argyll sold the
pledged shares before the Court entered the Order, then the Order requires
Argyll to provide an accounting of the pledged shares' disposition. Finally, the
Order requires that Argyll furnish information to Mr. Paolino within five days
of the receipt of the Order including, inter alia, all information necessary for
complete disclosures about Argyll under section 13 of the Securities Exchange
Act of 1934 and the rules, regulations, and schedules promulgated thereunder.
Finally, the Order set a hearing date of December 29, 2004 on Mr. Paolino's
Application for a Temporary Injunction.
On December 21, 2004, Argyll, through its litigation counsel, first
disclosed to Mr. Paolino's counsel that Argyll sold all of the pledged shares.
On December 22, 2004, Argyll, through its litigation counsel, disclosed to Mr.
Paolino's counsel that Argyll sold the pledged shares in several "traunches,"
thereby rendering the portion of the Order enjoining the sale of the pledged
shares moot. On December 21, 2004, counsel to Mr. Paolino delivered a letter to
Argyll's counsel requesting additional information relating to Argyll's sales of
the pledged shares, including the date or dates on which the pledged shares were
sold or otherwise disposed of, including by way of hedging transactions or other
derivative security trades; the price or prices at which the shares were sold
and the total amount of funds or other benefits received for any sale, pledge or
other transfer or disposition of the Shares by Argyll; the name and business
address of all beneficial owners, officers and directors of, and persons with a
discretionary authority to execute trades on behalf of, Argyll from April 15,
2004 to present; and the complete criminal history of Argyll or any of its
principals or officers, if any, including the date, nature of conviction, name
and location of the court and penalty imposed or other disposition of the case.
As of the date hereof, Mr. Paolino has not received any of the requested
information about such sales by Argyll or the requested information about
Argyll.
In his litigation against Argyll, Mr. Paolino is seeking all possible
relief in law and equity. One possible remedy the Court may impose is restoring
the loan and returning all 1,190,000 of Mr. Paolino's shares as the original
collateral.
CUSIP No. 554335109 13D Page 5 of 6
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.
Dated: December 23, 2004 /s/ Louis D. Paolino, Jr.
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Louis D. Paolino, Jr.