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 9, 2007 (July 2,
2007)
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-50917
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98-0509431
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|
(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, 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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| 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. Entry
into a Material Definitive Agreement
On
July
2, 2007, China Security & Surveillance Technology, Inc. (the “Company”)
entered into an Equity Transfer Agreement (the “Equity Transfer Agreement”) with
China Safetech Holdings Limited, a British Virgin Islands corporation and a
wholly-owned subsidiary of the Company (“Safetech”), and Yi Li, the sole owner
of Ocean Pacific Technology Limited, a Hong Kong corporation (“Ocean Pacific”)
pursuant to which Safetech purchased 100% ownership of Ocean Pacific from Mr.
Li. Ocean Pacific is a holding company that owns all the outstanding equity
of
Hangzhou Tsingvision Intelligence System Co. Ltd. (“Hangzhou Tsingvision”), a
corporation incorporated in the People’s Republic of China. Hangzhou Tsingvision
is engaged in the business of researching, developing, manufacturing and selling
computer software and digital audio and video products.
The
Equity Transfer Agreement also contains certain “make good” provisions. Under
the Equity Transfer Agreement, Mr. Li pledged to the Company a total of 275,400
shares of the Company’s common stock that he will receive as partial
consideration for the acquisition to secure his make good obligation under
the
Equity Transfer Agreement. The Equity Transfer Agreement established Hangzhou
Tsingvision’s minimum after tax net income thresholds of RMB 10 million
(approximately $1.31 million) for the fiscal year 2007 and RMB 15 million
(approximately $1.97 million) for the fiscal year 2008. In the event that
Hangzhou Tsingvision’s after tax net income is less than 80% of RMB 10 million
for fiscal year 2007 or RMB 15 million for fiscal year 2008, then the Company
will be entitled to receive all the shares that Mr. Li pledged to the Company
for each applicable year. In the event that Hangzhou Tsingvision’s after tax net
income for the 2007 fiscal year is no less than RMB 8 million, the Company
shall
be entitled to receive an amount of shares that Mr. Li pledged to the Company
based on the following formula: [(RMB 10 million - the actual after tax net
income of Hangzhou Tsingvision for the 2007 fiscal year) /RMB 10 million]
multiplied by 137,700 shares of the Company’s common stock. In the event that
Hangzhou Tsingvision’s after tax net income for the 2008 fiscal year is no less
than RMB 12 million, the Company shall be entitled to receive an amount of
shares that Mr. Li pledged to the Company based on the following formula: [(RMB
15 million - the actual after tax net income of Hangzhou Tsingvision for the
2008 fiscal year) /RMB 15 million] multiplied by 137,700 shares of the Company’s
common stock.
On
July
2, 2007, the Company and Safetech consummated the acquisition of the 100%
ownership of Ocean Pacific which owns 100% of Hangzhou Tsingvision, pursuant
to
the terms set forth in the Equity Transfer Agreement as described above. The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference in its entirety.
Item
3.02. Unregistered
Sales of Equity Securities
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 Mr. Li or his designees under the Equity Transfer
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. The Company intends to
issue these shares in reliance on the exemption from registration provided
by
Regulation S. 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.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit
10.1 Equity
Transfer Agreement, dated July 2, 2007, by and among the registrant, China
Safetech Holding Limited and Yi Li (English Translation).
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 9, 2007
Chief
Financial Officer
EXHIBIT
INDEX
| Exhibit
10.1 |
Equity
Transfer Agreement, dated July 2, 2007, by and among the registrant,
China
Safetech Holding Limited and Yi Li (English
Translation).
|