8-K 1 a40631e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
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 5, 2008
Irvine Sensors Corporation
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-08402   33-0280334
 
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
3001 Red Hill Avenue, Costa Mesa, California   92626
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (714) 549-8211
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:
     o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

Item 3.02. Unregistered Sales of Equity Securities.
SIGNATURES

Table of Contents

Item 3.02. Unregistered Sales of Equity Securities.
     Since its last periodic report, Irvine Sensors Corporation (the “Company”) issued (i) 100,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on April 30, 2008 of $30,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the “Series A-1 Stock”) of the Company and (ii) 333,333 shares of common stock to the same accredited institutional investor upon such investor’s conversion on May 5, 2008 of $100,000 of the stated value of the Series A-1 Stock of the Company. As a result of the conversion on May 5, 2008, the Company has issued more than 1% of its outstanding shares of common stock in unregistered transactions in the aggregate since the last periodic report that it filed with the Securities and Exchange Commission. The above-described sales of shares of common stock have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The investor has represented that it is an accredited investor, as that term is defined in Regulation D, and that it has acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
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.
         
  IRVINE SENSORS CORPORATION    
  (Registrant)
 		  
Dated: May 9, 2008  /s/ JOHN J. STUART, JR.    
  John J. Stuart, Jr.   
  Senior Vice President and Chief Financial Officer