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 16, 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)
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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,
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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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
February 16, 2007, China Security & Surveillance Technology, Inc. (the
“Company”),
China
Safetech Holdings Limited (“Safetech”),
China
Security & Surveillance Technology (HK) Ltd. (“CSST-HK”),
China
Security & Surveillance Technology (PRC), Inc. (“CSST-PRC”),
Golden
Group Corporation (Shenzhen) Limited (“Golden”)
and
Shanghai Cheng Feng Digital Technology Co., Ltd (“Cheng
Feng”),
and
Citadel Equity Fund Ltd. (“Citadel”)
entered into a Notes
Purchase Agreement
(the
“Notes
Purchase Agreement”)
pursuant to which the Company will issue and sell to Citadel $60,000,000
Guaranteed
Senior Unsecured Convertible Notes due 2012
(the
“Notes”).
The
Notes
were issued pursuant to an indenture dated February 16, 2007 (the “Indenture”)
among
(i) the Company, (ii) Safetech and CSST-HK as guarantors, and (iii) The Bank
of
New York, as trustee for the Notes. Pursuant to the Indenture, the guarantors
have agreed, and all of the Company’s other existing and future subsidiaries are
obligated (only to the extent such subsidiary is permitted under applicable
laws
to do so), to guarantee, on a senior unsecured basis, to the holders of the
Notes and the trustee the payment and performance of the Company’s obligations
thereunder.
In
connection with the transaction, the Company, Safetech, CSST-HK, CSST-PRC,
Golden, Cheng Feng, Mr. Tu Guo Shen (“Mr.
Tu”),
Ms.
Li Zhi Qun (“Ms.
Li”)
and
Whitehorse Technology Limited, a British Virgin Islands company wholly owned
by
Mr. Tu and the registered owner of Mr. Tu’s equity interest in the Company
(“Whitehorse”,
and
together with Mr. Tu and Ms. Li, the “Controlling
Shareholders”),
and
Citadel entered into an Investor Rights Agreement dated February 16, 2007.
Pursuant to the Investor Rights Agreement, Citadel was granted, among other
things and subject to certain conditions, the right to designate up to one
observer to participate in the meetings of the Company’s board of directors, a
right of first refusal with respect to any issuance of securities sought by
the
Company and a right of first refusal and tag-along rights for proposed sales
by
the Controlling Shareholders to any third party. In addition, in connection
with
the transaction, Mr. Tu agreed to a non-competition covenant and agreement
relating to his employment and ability to engage in a business that is
competitive with the Company's business for two years following the date upon
which the term of his employment with the Company expires.
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 16, 2007.
Each
of
the Notes Purchase Agreement, the Indenture and the Investor Rights Agreement
(each, a “Transaction Agreement” and, collectively, the “Transaction
Agreements”) sets forth certain other rights and obligations of the parties. A
copy of each Transaction Agreement is attached hereto as an exhibit and is
hereby filed and incorporated herein by reference. The description of each
Transaction Agreement in this current report is a summary only and is qualified
in its entirety by the terms of each such Transaction Agreement.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
Notes
are convertible, by the holders thereof, at any time on or prior to maturity,
into common shares of the Company initially at the conversion price of $18.00
per share (subject to adjustment in certain circumstances, including semi-annual
reset of the conversion price and upon occurrence of certain dilutive events,
in
each case subject to certain conditions).
If
a
Change of Control, Asset Sales (as defined in the Indenture), or certain other
designated events including de-listing occur, holders of the Notes may require
the Company to repurchase all or a portion of their Notes for cash at the
applicable redemption price.
Additional
terms and conditions are contained in Item 1.01 and are incorporated herein
by
reference.
Item
3.02. Unregistered
Sales of Equity Securities
The
information pertaining to the Notes in Item 1.01 is incorporated herein by
reference in its entirety. Neither the Notes or the common shares issuable
upon
conversion of the Notes have been registered under the Securities Act and
neither may 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.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
4.1
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Notes
Purchase Agreement by and among the
Company, Safetech,
CSST-HK, CSST-PRC, Golden, Cheng Feng and
Citadel, dated February 16, 2007.
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4.2
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Indenture
among the Company, Safetech, CSST-HK and The Bank of New York, dated
February 16, 2007.
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4.3
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Investor
Rights Agreement among the Company, Safetech, CSST-HK, CSST-PRC,
Golden,
Cheng Feng, Mr. Tu, Ms. Li, Whitehorse and Citadel, dated February
16,
2007.
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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:
February 16, 2007
/s/ Guoshen
Tu |
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Chief
Executive Officer |
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EXHIBIT
INDEX
Exhibit
No.
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Description
of Exhibit
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4.1
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Notes
Purchase Agreement by and among the
Company, Safetech,
CSST-HK, CSST-PRC, Golden, Cheng Feng and
Citadel, dated February 16, 2007.
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4.2
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Indenture
among the Company, Safetech, CSST-HK and The Bank of New York, dated
February 16, 2007.
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4.3
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Investor
Rights Agreement among the Company, Safetech, CSST-HK, CSST-PRC,
Golden,
Cheng Feng, Mr. Tu, Ms. Li, Whitehorse and Citadel, dated February
16,
2007.
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