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): July 29, 2008 (July 23, 2008)
CHINA SECURITY &
SURVEILLANCE TECHNOLOGY, INC.
(Exact name of registrant as
specified in its charter)
|
Delaware |
001-33774 |
98-0509431 |
|
(State of Incorporation) |
(Commission File No.) |
(IRS Employer ID No.) |
13/F, Shenzhen Special Zone Press
Tower, Shennan Road
Futian, Shenzhen, China, 518034
(Address of Principal Executive Offices)
(86) 755-83510888
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):
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
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 July 23, 2008, China Security &
Surveillance Technology, Inc. (the "Company") consummated a private placement
transaction in which it issued 722,544 units (the "Units") to certain non-U.S.
investors (the "Investors") for an aggregate gross cash purchase price of $10
million at per share price of $13.84. The Investors applied for purchase of the
Units and the Company accepted such purchase pursuant to the application and
acceptance documentation to be filed as exhibits 10.1 and 10.2 to the Company’s
quarterly report on Form 10-Q for the period ended June 30, 2008. Each Unit consists of one share of
the Company’s common stock (the "Common Stock") and a warrant to purchase
one-fifth of one share of Common Stock. The exercise price for each whole
warrant is $19.23. The warrants have a term of 3 years and include a cashless
exercise feature. ITEM 3.02.
UNREGISTERED SALES OF EQUITY SECURITIES The information pertaining to the
Units in Item 1.01 is incorporated herein by reference in its entirety. The
Units 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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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 29, 2008 /s/ Tu Guo Shen
Tu Guo Shen
Chief Executive Officer
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