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): April 2, 2007 (March 29,
2007)
CHINA
SECURITY & SURVEILLANCE
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50917
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98-0509431
|
|
(State
of Incorporation)
|
(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
District, Shenzhen, China, 100020
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement
On
March
29, 2007, China Security & Surveillance Technology, Inc. (the “Company”)
entered into a Supplemental Indenture (the “Supplemental
Indenture”)
to
that certain Indenture, dated February 16, 2007 (the “Indenture”)
by and
among (i) the Company, (ii) China Safetech Holdings Limited (“Safetech”)
and
China Security & Surveillance Technology (HK) Ltd. (“CSST-HK”)
as
guarantors, and (iii) The Bank of New York, as trustee, in connection with
the
issuance and sale by the Company of a $60,000,000
Guaranteed
Senior Unsecured Convertible Notes due 2012
(the
“Notes”)
to
Citadel
Equity Fund Ltd. (“Citadel”).
Under
Section 4.16 of the Indenture, the Company covenanted to maintain its
Consolidated Tangible Net Worth (as defined in the Indenture) at an amount
no
less than the Consolidated Tangible Net Worth Threshold which is defined in
the
Indenture as $150 million from February 16, 2007 (the “Issue
Date”)
until
the first annual anniversary thereof, which will increase by an amount equal
to
$50 million at each annual anniversary of the Issue Date thereafter. In the
Supplemental Indenture, the parties agreed to amend the definition of the
Consolidated Tangible Net Worth Threshold to replace “$150 million” and “$50
million” in such definition with “$50 million” and “$5 million,” respectively.
On
March
29, 2007, the Company also entered into an Amendment (the “Amendment”)
to
that certain Investor Rights Agreement, dated February 16, 2007 (the
“Investor
Rights Agreement”),
by
and among the Company, Safetech, CSST-HK, China Security & Surveillance
Technology (PRC), Inc., Golden Group Corporation (Shenzhen) Limited, Shanghai
Cheng Feng Digital Technology Co., Ltd., Mr. Tu Guo Shen (“Mr.
Tu”),
Ms.
Li Zhi Qun (“Ms.
Li”),
Whitehorse Technology Limited (“Whitehorse”,
and
together with Mr. Tu and Ms. Li, the “Controlling
Shareholders”),
and
Citadel. Among other things, the Amendment principally deleted certain
provisions in the Investor Rights Agreement regarding Citadel’s right to
designate an observer to participate in the meetings of the Company’s board of
directors and its right of first refusal and tag-along rights relating to
proposed sales by the Controlling Shareholders to any third party and removed
certain trading restrictions on the parties.
The
foregoing description of the Supplemental Indenture and Amendment does not
purport to be complete and is qualified in its entirety by reference to the
full
text thereof, a copy of which is filed as Exhibits 4.1 and 4.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits
(d)
Exhibits
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4.1
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Supplemental
Indenture, dated March 29, 2007, among the Company, Safetech, CSST-HK
and
The Bank of New York.
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4.2
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Amendment
to the Investor Rights Agreement, dated March 29, 2007, among the
Company,
Safetech, CSST-HK, CSST-PRC, Golden, Cheng Feng, Mr. Tu, Ms. Li,
Whitehorse and Citadel.
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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:
April 2, 2007
/s/
Tu
Guo Shen
Chief
Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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4.1
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Supplemental
Indenture, dated March 29, 2007, among the Company, Safetech, CSST-HK
and
The Bank of New York.
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4.2
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Amendment
to the Investor Rights Agreement, dated March 29, 2007, among the
Company,
Safetech, CSST-HK, CSST-PRC, Golden, Cheng Feng, Mr. Tu, Ms. Li,
Whitehorse and Citadel.
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