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): February 9, 2007 (February 5, 2007)
CHINA
SECURITY & SURVEILLANCE
TECHNOLOGY,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50917
|
98-0509431
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID
No.)
|
13/F,
Shenzhen Special Zone Press Tower, Shennan Road
Futian,
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
February 5, 2007, China Security & Surveillance Technology, Inc. (the
“Company”),
and
Citadel Equity Fund Ltd. (“Citadel”)
entered into a Notes
Purchase Agreement
(the
“Notes
Purchase Agreement”)
pursuant to which, on February 8, 2007, the Company offered and sold to Citadel
a $60,000,000 Senior Notes due February 16, 2007 (the “Notes”).
In
connection with the Notes Purchase Agreement, on February 8, 2007, Citadel,
The
Bank of New York, as co-secured party, Mr. Tu Guo Shen, the Company’s CEO, Ms.
Li Zhi Qun, Mr. Tu’s wife and Whitehorse Technology Limited, a British Virgin
Islands company wholly owned by Mr. Tu (“Whitehorse,”
and
together with Mr. Tu and Ms. Li, the “Pledgor”)
entered into a share pledge agreement (the “Share
Pledge Agreement”).
Under
the Share Pledge Agreement, the Pledgor agrees to guarantee the Notes with
11,000,000 shares of the Company’s common stock held by Whitehorse as
collateral. In addition, the Pledgor agrees that if, at any time, the value
of
such pledged stock is less than a certain percentage of the amount outstanding
under the Notes Purchase Agreement and the Notes at such time (the “Minimum
Collateral Value”),
the
Pledgor will additionally pledge certain shares of the Company’s common stock
held by Ms. Li and, to the extent such additional shares is not sufficient,
cash, as may be necessary such that the total value of the collateral is no
less
than the Minimum Collateral Value.
The
offer
and sale of the Notes were made in an offshore transaction pursuant to
Regulation S under the Securities Act of 1933, as amended (the “Securities
Act”).
The
transaction closed on February 8, 2007.
The
foregoing description does not purport to be a complete statement of the
parties’ rights and obligations under the Notes Purchase Agreement, Share Pledge
Agreement or the transactions contemplated thereby, or a complete explanation
of
the material terms thereof. The foregoing description is qualified in its
entirety by reference to the Notes Purchase Agreement and Share Pledge Agreement
attached hereto as Exhibits 4.1 and 4.2, respectively.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
Company is obligated to, with certain exceptions, apply any net proceeds from
any of its equity financings and debt financings received before the Maturity
Date to the repayment of the Notes. In addition, all cash flow to the Company
and its subsidiaries after the Maturity Date shall be applied immediately to
the
repayment of the Notes if any amount due and payable with respect to the Notes
remains unpaid at that time.
Additional
terms and conditions are contained in Item 1.01 and are incorporated herein
by
reference.
Item
9.01.
Financial Statements and Exhibits
(d)
Exhibits
4.1 Notes
Purchase Agreement by and between the
Company and Citadel, dated February 5, 2007.
4.2 Share
Pledge Agreement by and among Citadel, The Bank of New York, Tu Guoshen, Li
Zhi
Qun and Whitehorse Technology Limited, dated February 8, 2007.
4.3 Form
of
the Notes.
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: February 9, 2007 |
|
|
|
| |
|
|
|
| |
|
|
|
| /s/ Guoshen
Tu |
|
|
|
Chief
Executive Officer |
|
|
|
| |
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
of Exhibit
|
|
4.1
|
|
Notes
Purchase Agreement by and between the
Company and Citadel, dated February 5, 2007.
|
|
4.2
|
|
Share
Pledge Agreement by and among Citadel, The Bank of New York, Tu Guoshen,
Li Zhi Qun and Whitehorse Technology Limited, dated February 8,
2007.
|
|
4.3
|
|
Form
of the Notes.
|