UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Date:
July 6, 2006
Commission
File Number: 333-110071
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
|
4/F,
East 3/B, Saige Science & Technology Park
Huaqiang,
Shenzhen, China 518028
|
|
(Address
of Principal Executive Offices)
|
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F. Form 20-F x Form 40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No x
If
“Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82 - ______.
On
July
6, 2006, China Security & Surveillance Technology, Inc. (“China Security”)
entered into definitive agreements with certain accredited investors relating
to
the private placement of 2,675,794 units for an aggregate gross cash purchase
price of $12,041,093.50.
Each
unit
consists of one share of China Security common stock and a warrant to purchase
one-fifth of one share of China Security common stock. The exercise price for
each whole warrant is $5.40. The warrants have a term of five years and include
a cashless exercise feature. The units will be sold under the Securities
Purchase Agreement at a price of $4.50 per unit. Under the terms of the
Securities Purchase Agreement, all of such funds must be placed into escrow
by
the investors by Friday, July 7, 2006. China Security expects to close the
transaction on or before the end of next week.
The
funds
will be released from escrow and the closing will occur upon the satisfaction
of
the closing conditions specified in the agreement. The closing conditions
include, among others, that China Security shall have publicly disclosed through
the filing of a 6-K that it has entered into definitive, final and irrevocable
agreements governing the acquisition of a China based surveillance software
company, and the delivery of customary opinions of China Security’s legal
counsel in the United States and its legal counsel in the British Virgin
Islands. The funds will be used to acquire the China based surveillance software
company with excess funds being used for general working capital
purposes.
The
shares being sold have not been registered under the Securities Act of 1933,
or
any state securities laws, and will be sold in a private transaction under
Regulation D. Unless the shares are registered, they may not be offered or
sold
in the United States except pursuant to an exemption from the registrations
requirements of the Securities Act and applicable state laws. The company is
obligated to register the shares being sold as well as the shares issuable
on
the exercise of the warrants for resale on a registration statement to be file
within 45 days of the closing of the transaction.
The
disclosure in this report is qualified in its entirety by the full terms and
conditions of the Securities Purchase Agreement, Registration Rights Agreement,
Warrant and Escrow Agreement, which are being furnished as exhibits to this
report and are incorporated herein by this reference.
EXHIBITS
| 10.1 |
Form
of Securities Purchase
Agreement.
|
| 10.2 |
Form
of Registration Rights
Agreement.
|
| 10.4 |
Form
of Escrow Agreement
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
Date:
July
6,
2006
By:
/s/ TerenceYap
Vice
Chairman of the Board