0001062993-19-001512.txt : 20190402 0001062993-19-001512.hdr.sgml : 20190402 20190402101031 ACCESSION NUMBER: 0001062993-19-001512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190402 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Security Devices International Inc. CENTRAL INDEX KEY: 0001354866 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 711050654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-132456 FILM NUMBER: 19723133 BUSINESS ADDRESS: STREET 1: 107 AUDUBON ROAD STREET 2: BLDG 2, SUITE 201 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 978-868-5011 MAIL ADDRESS: STREET 1: 107 AUDUBON ROAD STREET 2: BLDG 2, SUITE 201 CITY: WAKEFIELD STATE: MA ZIP: 01880 8-K 1 form8k.htm FORM 8-K Security Devices International Inc.: Form 8-K - Filed by newsfilecorp.com

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

April 1, 2019

 

333-132456

Date of Report (Date of earliest event reported)

 

Commission File Number

SECURITY DEVICES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

71-1050654

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

 

 

 

107 Audubon Road, Bldg 2, Suite 201

Wakefield, Massachusetts 01880

(Address of Principal Executive Offices) (Zip Code)

 

(978) 868-5011

 

(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:

[  ] 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))

Emerging Growth Company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Item 3.02 Unregistered Sales of Equity Securities

On April 1, 2019 Security Devices International, Inc. (the "Company") made a share issuance to Bryan Ganz ("Ganz"), the Company's President under his consulting agreement dated June 1, 2018. The Company issued 333,333 common shares for the term December 1, 2018 to March 31, 2019 for his services. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company also issued shares to 2412457 Ontario Corp. ("2412") (a corporation controlled by Dean Thrasher), the Company's Executive Chairman under his consulting agreement dated June 1, 2018. The Company issued 180,000 common shares for the term January 1, 2019 to March 31, 2019 for his services. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company also issued 250,000 shares to Lisa Klein Wager ("Wager"), the Company's General Counsel for her services from January through March of 2019. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

The Company's Chief Executive Officer, Paul Jensen has retired and resigned effective April 1, 2019 as CEO.  He will remain a director. Dean Thrasher, who has served as Executive Chairman and Corporate Secretary of the Board has resigned effective April 1, 2019 from these positions giving him the ability to pursue other endeavors.  He will remain a director.  Bryan Ganz, the Company's President, will assume the title and responsibilities of CEO effective April 1, 2019, and continue to serve as Chairman of the Board.  Lisa Klein Wager, who was appointed effective October 29, 2018 as the Company's General Counsel and Chief Legal Officer, will continue to serve in those capacities and has also been appointed as Corporate Secretary to take over those responsibilities from Mr. Thrasher effective April 1, 2019.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

Not applicable.

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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.

 

SECURITY DEVICES INTERNATIONAL  INC.

 

 

 

 

April 2, 2019

  /s/ Bryan Ganz

Name:  Bryan Ganz


Title: President and Chief Executive Officer

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