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): September 26, 2007 (September 20,
2007)
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
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))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
September 20, 2007, China Security & Surveillance Technology, Inc. (the
“Company”)
and
Golden Group Holdings (Shenzhen) Limited, a corporation incorporated under
the
laws of the People’s Republic of China and an indirectly wholly-owned subsidiary
of the Company (“Golden”),
entered into an Exclusive Cooperation Agreement (the “Agreement”)
with
Shenzhen Chuang Guan Intelligence Network Technology Co., Ltd., a corporation
incorporated in the People’s Republic of China which is engaged in the business
of system integration (“Chuang
Guan”),
pursuant to which the parties have agreed, among other things, that Golden
will
provide various services to Chuang Guan, including training services, provision
of technology licenses, equipments, consultations, workforces and other related
services. Chuang Guan will subcontract all its work to Golden or its designees
to the extent permitted by the PRC laws and regulations either at the face
value
of the contract or at the face value of the contract minus the costs or expenses
incurred by Chuang Guan. Chuang Guan agrees to add Golden’s name into its market
materials and any of its marketing and business development activities will
be
conducted either in the name of both Chuang Guan and Golden or through a joint
venture established by the parties. In addition, the Company and Golden have
agreed to pay a total consideration of approximately $9.57 million to Chuang
Guan, consisting of RMB 5 million (approximately $0.66 million) in cash and
$8.91 million in share of the Company’s common stock (466,500 shares, valued at
$19.094/share based on the 20-day average closing price of the Company’s stock
prior to the signing of the Agreement), which will be issued to Chuang Guan
or
its designees within 90 days after the signing of the Agreement. The term of
the
Agreement is 20 years which is automatically renewable for another 20 years
unless terminated by Golden.
The
description of the Agreement in this current report is a summary only and is
qualified in its entirety by the terms of the Agreement. A copy of the Agreement
is attached hereto as an exhibit 10.1 and is hereby incorporated by reference.
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ITEM
3.02.
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UNREGISTERED
SALES OF EQUITY
SECURITIES
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The
information pertaining to the Company’s shares of common stock in Item 1.01 is
incorporated herein by reference in its entirety. The shares of the Company’s
common stock issuable to Chuang Guan under the Agreement have not been
registered under the Securities Act of 1933, as amended and may not be offered
or sold in the United States absent registration or an applicable exemption
from
registration requirements. This current report on Form 8-K does not constitute
an offer to sell, or a solicitation of an offer to buy, any security and shall
not constitution an offer, solicitation or sale in any jurisdiction in which
such offering would be unlawful.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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10.1
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English
Translation of the Exclusive Cooperation Agreement, dated September
20,
2007, among the Company, Golden and Chuang
Guan.
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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:
September 26, 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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10.1
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English
Translation of the Exclusive Cooperation Agreement, dated September
20,
2007, among the Company, Golden and Chuang
Guan.
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