Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): November 29, 2006 (November 27, 2006
)
CHINA
SECURITY & SURVEILLANCE
TECHNOLOGY,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50917
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98-0509431
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID No.)
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13/F,
Shenzhen Special Zone Press Tower, Shennan Road
Futian,
Shenzhen, China, 518034
(Address
of Principal Executive Offices)
(86)
755-83765666
Registrant’s
Telephone Number, Including Area Code:
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
November 27, 2006, China Security & Surveillance Technology, Inc. (the
“Company”) entered into an agreement (the “Purchase Agreement”) with three
accredited investors (the “Buyers”), two of whom are qualified institutional
buyers as defined in Rule 144A under the Securities Act of 1933 (the “Securities
Act”), whereby the Company agreed to sell an aggregate of 1,538,462 shares of
the Company’s common stock (the “Shares”) for a consideration of $10 million at
a price of $6.50 per share.
The
Company is obligated to file a registration statement with the Securities
and
Exchange Commission (the “SEC”) covering the Shares on or before April 30, 2007.
In addition, the Company is obligated to use its best efforts to cause the
registration statement to be declared effective by the SEC on or before December
31, 2007. The Buyers agreed not to sell the Shares before November 26,
2007.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth above in “Item 1.01 - Entry into a Material Definitive
Agreement” is incorporated by reference into this section.
The
issuance of the Shares to the Buyers was made in reliance on the exemption
provided by Section 4(2) of the Securities Act for the offer and sale of
securities not involving a public offering and Rule 506 of Regulation D
promulgated thereunder. The
Buyers who received the Shares made representations that (a) the Buyer is
acquiring the securities for his, her or its own account for investment and
not
for the account of any other person and not with a view to or for distribution,
assignment or resale in connection with any distribution within the meaning
of
the Securities Act, (b) the Buyer agrees not to sell or otherwise transfer
the
Shares unless they are registered under the Securities Act and any applicable
state securities laws, or an exemption or exemptions from such registration
are
available, (c) the Buyer has knowledge and experience in financial and business
matters such that he, she or it is capable of evaluating the merits and risks
of
an investment in the Company, (d) the Buyer had access to all of documents,
records, and books of the Company pertaining to the investment and was provided
the opportunity ask questions and receive answers regarding the terms and
conditions of the offering and to obtain any additional information which
the
Company possessed or were able to acquire without unreasonable effort and
expense, and (e) the Buyer has no need for the liquidity in its investment
in
the Company and could afford the complete loss of such investment. Management
of
the Company made such determination based upon management’s inquiry into the
Buyers’ sophistication and net worth. In addition, there was no general
solicitation or advertising for securities issued in reliance upon Regulation
D.
The
disclosure in this report is qualified by its entirety by the full terms
and
conditions of the Purchase Agreement, a copy of which is attached hereto
as
Exhibit 10.1.
Item
8.01 Other
Events.
On
November 29, 2006, the Company issued a press release announcing that it
has
completed a private placement of 1,538,462 shares for a total consideration
of
$10 million with 3 funds associated with JLF Asset Management. A copy of
the
press release is furnished hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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10.1
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Letter
Agreement Regarding Stock Purchase, dated as of November 27, 2006,
by and
between China Security & Surveillance Technology, Inc. and the Buyers.
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| 99.1 |
Press
release issued by the Company dated November 29,
2006. |
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. |
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| Date:
November 29, 2006 |
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| /s/
Guoshen Tu |
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| Chief
Executive Officer |
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Exhibit
No.
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Description
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10.1
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Letter
Agreement Regarding Stock Purchase, dated as of November 27, 2006,
by and
between China Security & Surveillance Technology, Inc. and the Buyers.
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99.1
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Press
release issued by the Company dated November 29,
2006.
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