Security With Advanced Technology, Inc. - Current report filing (8-K)
29 5월 2008 - 5:58AM
Edgar (US Regulatory)
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):
May 28, 2008
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Security With Advanced Technology, Inc.
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(Exact name of registrant as specified in charter)
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Colorado
(State or other jurisdiction of incorporation)
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001-32566
(Commission File Number)
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20-1978398
(IRS Employer Identification No.)
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1722 Boxelder St., Suite 101, Louisville, Colorado 80027
(Address of principal executive offices)
Registrants telephone number, including area code:
(303) 439-0372
N/A
(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:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] 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 7.01
Regulation FD Disclosure.
On
May 28, 2008, Security With Advanced Technology, Inc. (the Company) issued a
press release announcing the Companys execution of an agreement and plan of merger
and reorganization with PepperBall Technologies, Inc. A copy of the press release is
furnished herewith as Exhibit 99.1.
The following disclosure is made in
accordance with Rule 165 of the Securities Act of 1933, as amended, and Rule 14a-12 of the
Securities Exchange Act of 1934, as amended.
IN CONNECTION WITH THE PROPOSED
MERGER, THE COMPANY INTENDS TO FILE RELEVANT MATERIALS WITH THE SEC, INCLUDING A
REGISTRATION STATEMENT ON FORM S-4 THAT WILL CONTAIN A PROSPECTUS AND A JOINT PROXY
STATEMENT. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. UPON ITS FILING WITH
THE SEC, INVESTORS MAY OBTAIN THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS, FREE OF CHARGE EITHER AT THE
SECS WEBSITE: WWW.SEC.GOV OR BY CONTACTING THE COMPANY AT 1722 BOXELDER STREET,
SUITE 101, LOUISVILLE, COLORADO 80027 (TELEPHONE NUMBER: (303) 439-0372).
The Company and its executive
officers and directors may be deemed to be participants in the solicitation of proxies in
connection with the merger. Information about those executive officers and directors of
the Company and their ownership of the Companys common stock is set forth in the
Companys Annual Report on Form 10-KSB/A, which was filed with the SEC on April 29,
2008. Investors and security holders may obtain additional information regarding direct
and indirect interests of the Company and its executive officers and directors in the
merger by reading the proxy statement and prospectus relating to the merger when it
becomes available.
This 8-K and Exhibit 99.1 shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01
Exhibits.
99.1
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Press release dated May 28, 2008
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Date: May 28, 2008
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Security With Advanced Technology, Inc.
(Registrant)
By:
/s/ Jeffrey G. McGonegal
Jeffrey G. McGonegal
Chief Executive Officer
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Security With Advanced Technology (MM) (NASDAQ:SWAT)
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