UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest event Reported): October 30, 2007 (October 29, 2007)
CHINA PUBLIC SECURITY TECHNOLOGY, INC. |
(Exact name of registrant as specified in its charter) |
Florida | 333-132119 | 59-1944687 |
(State of Incorporation) | (Commission File No.) | (IRS Employer ID No.) |
21st Floor, Everbright Bank Building, |
Zhuzilin, Futian District, |
Shenzhen, Guangdong, 518040 |
People's Republic of China |
(Address of Principal Executive Offices) |
Registrant's Telephone Number, Including Area Code: |
(+86) 755 -8370-8333 |
(Former name or former address, if changed since last report) |
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 230.425)
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 October 25, 2007, China Public Security Technology, Inc.
(the "Company") reported its entry into a securities purchase agreement (the
"Securities Purchase Agreement") with certain accredited investors
(collectively, the "Investors"). Under the Securities Purchase Agreement, the
Company agreed to issue and sell to the Investors up to 5,000,000 shares of the
Companys common stock, representing approximately 11% of the issued and
outstanding capital stock of the Company on a fully-diluted basis as of and
immediately after consummation of the transactions contemplated by the
Securities Purchase Agreement, for an aggregate purchase price of up to
$40,000,000 (the "Purchase Price"), or $8.00 per share. Pursuant to the Securities Purchase Agreement, the Company
also reported entry into (i) a registration rights agreement (the "Registration
Rights Agreement") with the Investors, pursuant to which, among other things,
the Company agreed to register the shares of its common stock issued to the
Investors within a pre-defined period and (ii) a closing escrow agreement (the
"Escrow Agreement") with the Investors and the Companys U.S. legal counsel, as
escrow agent, pursuant to which the Investors agreed to deposit the Purchase
Price into escrow to be released upon the occurrence of the events sent forth in
the Escrow Agreement. The Company also agreed to use its reasonable best efforts
to have its common stock listed and traded on any one of the New York Stock
Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the
NASDAQ Global Market or the NASDAQ Capital Market by June 30, 2008. October 29, 2007, the parties consummated the transactions
contemplated by the Securities Purchase Agreement. For further details regarding
the Securities Purchase Agreement, Registration Rights Agreement and Escrow
Agreement, please see the current report on Form 8-K filed by the Company on
October 25, 2007 and the forms of agreements attached thereto as Exhibits 4.1,
10.1 and 10.2, which are incorporated herein by reference. In connection with consummation of the transactions
contemplated by the Securities Purchase Agreement, the Company issued warrants
(the "Warrants") to Roth Capital Partners, LLC and Brean Murray, Carret & Co.,
LLC for the purchase of 300,000 and 100,000 shares of the Companys common
stock, respectively, which warrants are for a term of 5 years and have an
exercise price of $9.60 per share, and include registration rights to register
the shares issuable upon exercise of such warrants. This brief description of
the terms of the Warrants is qualified by reference to the provisions of the
Warrants attached to this report as Exhibits 4.2 and 4.3. Item 3.02
Unregistered Sales Of Equity Securities. On October 29, 2007, the Company consummated a private
placement pursuant to which the Company sold to certain accredited investors
5,000,000 shares (the "Shares") of the Companys common stock, representing
approximately 11% of the issued and outstanding capital stock of the Company on
a fully-diluted basis as of and immediately after consummation of the
transactions contemplated by the Securities Purchase Agreement, for an aggregate
purchase price of up to $40,000,000, or $8.00 per share. The foregoing securities were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 (the "Securities Act") for the offer and sale of securities not involving a
public offering and Rule 506 of Regulation D promulgated thereunder. The
stockholders who received the securities agreed that (a) they had access to all
of the Companys information pertaining to the investment and were provided with
the opportunity to ask questions and receive answers regarding the offering, (b)
they were acquiring the securities for their own account for investment and not
for the account of any other person and not with a view to or for any
distribution within the meaning of the Securities Act and (c) they would not
sell or otherwise transfer the purchased shares unless in compliance with state
and federal securities laws. Each of the stockholders represented that they are
accredited investors as defined in Rule 501(a) under the Securities Act and that
there was no general solicitation or advertising in connection with the offer
and sale of the Shares. 2
Roth Capital Partners, LLC ("Roth") and Brean Murray, Carret
& Co., LLC ("Brean Murray") acted as the Companys co-lead placement agents in
connection with the offering of the Shares. As compensation for their services,
Roth and Brean Murray received cash fees equal to $2,400,000 and $800,000,
respectively, representing 6% and 2% of the gross proceeds received from the
sale of the Shares. In addition, Roth and Brean Murray received warrants for the
purchase of 300,000 and 100,000 shares of the Companys common stock,
respectively, representing 6% and 2% of the gross proceeds received from the
sale of the Shares divided by the per share price of the Shares. The warrants
have a term of five years, are exercisable immediately and have an exercise
price of $9.60, or 120% of the per share purchase price of the Shares, and
include registration rights to register shares issuable upon exercise of such
warrants.
Item 9.01. Financial Statements And Exhibits.
(d) Exhibits.
Exhibit No. | Description |
4.1* |
Form of Registration Rights Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 4.1 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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4.2 |
Common Stock Purchase Warrant issued to Roth Capital Partners, LLC, dated October 29, 2007. |
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4.3 |
Common Stock Purchase Warrant issued to Brean Murray, Carret & Co., LLC, dated October 29, 2007. |
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10.1* |
Form of Securities Purchase Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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10.2* |
Form of Closing Escrow Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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99.1 | |
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*Incorporated by reference. |
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SIGNATURE
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.
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CHINA PUBLIC SECURITY TECHNOLOGY, INC. |
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Dated: October 30, 2007 |
/s/ Jiang Huai Lin |
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Jiang Huai Lin |
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Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description |
4.1* |
Form of Registration Rights Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 4.1 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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4.2 |
Common Stock Purchase Warrant issued to Roth Capital Partners, LLC, dated October 29, 2007. |
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4.3 |
Common Stock Purchase Warrant issued to Brean Murray, Carret & Co., LLC, dated October 29, 2007. |
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10.1* |
Form of Securities Purchase Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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10.2* |
Form of Closing Escrow Agreement, dated October 25, 2007 [Incorporated by reference to Exhibit 10.2 to the Companys current report on Form 8-K filed on October 25, 2007]. |
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99.1 | |
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*Incorporated by reference. |
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