-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkRqdt6H6/X9szSRuFqaGaBuqfpFQHTaZAZmMA+MPm6hpqusPwxezRRkCsXaN0RV gAk6QICQgyPQDZD4COT2hQ== 0000014280-05-000029.txt : 20050222 0000014280-05-000029.hdr.sgml : 20050222 20050222171207 ACCESSION NUMBER: 0000014280-05-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSGI SECURITY SOLUTIONS, INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01768 FILM NUMBER: 05632041 BUSINESS ADDRESS: STREET 1: 575 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-339-7134 MAIL ADDRESS: STREET 1: 575 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA SERVICES GROUP INC DATE OF NAME CHANGE: 20041202 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA SERVICE GROUP INC DATE OF NAME CHANGE: 20040408 FORMER COMPANY: FORMER CONFORMED NAME: MKTG SERVICES INC DATE OF NAME CHANGE: 20020403 8-K 1 form8ksstxt.txt FORM 8-K STOCK SPLIT 2/05 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 22, 2005 MSGI SECURITY SOLUTIONS, INC. (Exact name of Registrant as specified in charter) Nevada 0-16730 88-0085608 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 575 Madison Avenue New York, New York 10022 (Address of Principal Executive Offices) 917-339-7134 (Registrant's telephone number, including area code) Item 8.01: Other Events On February 16, 2005, MSGI Security Solutions, Inc. (the "Company") announced that it had received consent from Nasdaq for a 2 for 1 forward stock split. The MSGI Board of Directors approved the forward split on Monday, February 7, 2005. Each share outstanding on the date of record will receive one additional share. The date of record will be Tuesday, February 22, 2005. All stockholders on that date will be eligible to participate in the split. The date of distribution of the additional shares will be on Tuesday March 8, 2005. The number of common shares outstanding will increase on that date from 1,865,939 shares to 3,731,878 shares. The foregoing summary is qualified in its entirety by the Press Release incorporated herein as Exhibit 99.1. The information furnished in this Item 8.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01: Financial Statements and Exhibits (a) N/A (b) N/A (c) The following documents are filed herewith as exhibits to this Form 8-K: Exhibit No. 99.1 Press Release issued by the Registrant dated February 16, 2005. 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. MSGI SECURITY SOLUTIONS, INC. Date: February 22, 2005 By: /s/ Richard J. Mitchell III ---------------------------- Name: Richard J. Mitchell III Title: Chief Accounting Officer EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release issued by the Registrant dated February 16, 2005. EX-99.1 2 exhibit99txt.txt PRESS RELEASE MSGI ANNOUNCES NASDAQ APPROVAL FOR 2-FOR-1 FORWARD STOCK SPLIT New York, NY, February 16, 2005 - MSGI Security Solutions, Inc. (Nasdaq: MSGI) today announced that it has received consent from Nasdaq for a 2-for-1 forward split. The MSGI Board of Directors approved the forward split last week directly after the Annual Meeting of Stockholders. Each share outstanding on the date of record will receive one additional share. The date of record will be Tuesday, February 22, 2005. All stockholders on that date will be eligible to participate in the split. The date of distribution of the additional shares will be on Tuesday March 8, 2005. The number of common shares outstanding will increase on that date from 1,865,939 shares to 3,731,878 shares. Jeremy Barbera, Chairman and CEO of MSGI commented; "The Company recently announced a summary of our second fiscal quarter accomplishments including completed projects for the US Department of Homeland Security, as well as major new business initiatives now underway in both the public and private sector. We are establishing long-term customer relationships and alliances that will yield material financial returns in the years ahead. Our operating companies are continuing to grow and advance strategically. Consequently, the capital structure of MSGI must also evolve to keep pace with the ongoing development of our businesses. The MSGI Board of Directors believes that the stock split will help increase the liquidity of the Company's common stock." About MSGI MSGI Security Solutions, Inc. (Nasdaq: MSGI) is an international proprietary solutions provider developing a combination of innovative emerging businesses that leverage information and technology. MSGI is principally focused on the homeland security, public safety and law-enforcement services industry. The Company is headquartered in New York City, and has regional offices in Washington DC; Calgary, Alberta. MSGI acquires material interests in high-growth technology and software development businesses. These firms are led by successful entrepreneurs and experienced management teams that have developed end-to-end client solutions that meet current and emerging market needs. The Company is currently comprised of two operating companies and a significant unconsolidated investment which collectively deliver a powerful array of strategic synergies for cross-selling and joint product development. MSGI is engaged in an ongoing corporate growth program whose focus is acquisitions, strategic alliances and co-branding relationships in the United States and Europe. More information on MSGI is available on the Company's website at: http://www.msgisecurity.com. -----END PRIVACY-ENHANCED MESSAGE-----