-----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, WYc5r3AgwyLSbDSk2csBAIpcx1TZgiq7KgPuIPUM46utwNzzEYrlnfeFUI7uXxYT kY+7Lg6K3cad4wgTMV1G3w== 0001144204-09-016114.txt : 20090325 0001144204-09-016114.hdr.sgml : 20090325 20090325170803 ACCESSION NUMBER: 0001144204-09-016114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20090325 DATE AS OF CHANGE: 20090325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSGI SECURITY SOLUTIONS, INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] 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: 09704622 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 v143833_8k.htm

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: March 23, 2009
 
(Exact name of Registrant as specified in charter)
 
Nevada
0-16730
88-0085608
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
575 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices)
 
917-339-7134
(Registrant’s telephone number, including area code)
 

Item 1.01 Entry Into a Material Definitive Agreement
 
Item 2.03 Creation of a Direct Financial Obligation
 
On March 17, 2009 the Company entered into a $250,000 short-term note with three private institutional lenders. The proceeds of this note were used primarily for a new business venture as well as to meet short-term working capital requirements of the Company. The note carries a rate of 10 percent per annum and matures on June 17, 2009.
 
The lenders have the right, at their sole discretion, to convert the principal balance of the note plus accrued but unpaid interest, in whole or in part, into common stock of the Company at a conversion price of $0.25 per share.
 
The lenders presently hold 16 million warrants to purchase stock of the Company, which were issued at various times during 2007 and 2008 in conjunction with certain convertible instruments. The lenders have agreed to exchange their 16 million warrants for 10 million shares of the Company’s common stock from time to time so long as the lenders combined beneficial ownership never exceeds 9.99%. The shares issuable upon exchange of the warrants will be issued without restrictions on resale under Rule 144. This exchange agreement will result in a reduction in dilution of 6 million shares of the Company’s common stock.
 

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: March 23, 2009 By:   /s/ Jeremy Barbera
 
Name:  Jeremy Barbera
 
Title:    Chief Executive Officer
 
 
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