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 EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): December 26, 2006 (December 19,
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
2.01. Completion
of Acquisition or Disposition of Assets.
On
December 19, 2006, China Security & Surveillance Technology, Inc. (the
“Company”) consummated the acquisition of all of the issued and outstanding
capital stock of Shanghai Cheng Feng Digital Technology Co., Ltd. (the
“Shares”), a company incorporated in the People’s Republic of China (“Cheng
Feng”) from Yang Shu Fang, Pan Jun Qiang, Zhou Xiao Lu, HangSeng Electronic
Holdings Company, Limited, Chen Fei, Sun Hui, Wang Yun Zheng and Jin Lau, the
former owners of all of the issued and outstanding common stock of Cheng Feng
(the “Stockholders”). The acquisition was consummated pursuant to the terms of
Stock Transfer Agreement among the parties that was entered into on July 7,
2006
(the “Stock Transfer Agreement”).
Under
the
terms of the Stock Transfer Agreement, the Company paid consideration of RMB
60
million or approximately $7.5 million in cash ($1.25 million of which was paid
prior to closing) and 1,331,376 shares of the Company’s common stock. Under the
share transfer agreement, the stockholders of Cheng Feng will pledge to China
Security approximately $2.50 million (equivalent of RMB 20 million) worth of
China Security common stock to secure a “make good” obligation, which equates to
a range of between approximately $1.25 million to $1.88 million in net income
for 2006 and approximately $2.0 million to $3.13 million in 2007. In connection
with the Stock Transfer Agreement, Mr. Fufang Yang, the current CEO of Cheng
Feng, was appointed as the Company’s Chief Operating Officer.
The
foregoing descriptions of the Stock Transfer Agreement are qualified in their
entirety by reference to the full text of the Stock Purchase Agreement, a copy
of which was attached to the Company’s Report of Foreign Private Issuer on Form
6-K filed with the Securities and Exchange Commission on July 7, 2006.
Cheng
Feng develops and manufactures security surveillance software in China. Cheng
Feng owns video technology which capable of integrating with other software
and
hardware applications. Proprietary software owned by Cheng Feng includes the
Security Resource Integration Management Platform and the Security Integration
Platform, which are designed to integrate all security installations, both
hardware and software, onto a single operating platform.
Item
9.01. Financial
Statements and Exhibits.
(a)
Financial Statements of Business Acquired
The
Financial Statements of Cheng Feng will be filed by amendment to this Current
Report on Form 8-K within 71 calendar days after the date that this Report
is
required to be filed.
(d)
Exhibits
| 10.1 |
Stock
Transfer Agreement [Incorporated by reference to Exhibit 10.1 of
the
Company’s
Report of Foreign Private Issuer on Form 6-K filed on July 7,
2006].
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| 99.1 |
Press
release issued by the Company dated December 18,
2006.
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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:
December 26, 2006
/s/
Guoshen
Tu
Chief
Executive Officer
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Exhibit
No.
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Description
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10.1
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Stock
Transfer Agreement [Incorporated by reference to Exhibit 10.1 of
the
Company’s Report of Foreign Private Issuer on Form 6-K filed on July 7,
2006].
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99.1
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Press
release issued by the Company dated December 18,
2006.
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