-----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, Ad64oDTOqLBqh88Mzm+0zbDo4GzOwNtdYR1ItpgseziR+0StmPLbKBw1uc0Rywaw Il9YCidV7J6PtN3jL00kSw== 0001011438-04-000216.txt : 20040708 0001011438-04-000216.hdr.sgml : 20040708 20040708095959 ACCESSION NUMBER: 0001011438-04-000216 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040601 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL DETECTION TECHNOLOGY CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09327 FILM NUMBER: 04905282 BUSINESS ADDRESS: STREET 1: 9300 WILSHIRE BOULEVARD, SUITE 308 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102483655 MAIL ADDRESS: STREET 1: 9300 WILSHIRE BOULEVARD, SUITE 308 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DASIBI ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19900529 8-K 1 form_8-k.txt 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): June 1, 2004 UNIVERSAL DETECTION TECHNOLOGY (Exact Name of Registrant as Specified in Charter) California 1-9327 95-2746949 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 9595 Wilshire Ave., Suite 700 Beverly Hills, California 90212 (Address of Principal Executive Offices) (310) 248-3655 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS From June 1, 2004, to July 2, 2004, Universal Detection Technology, which we refer to in this report as UDT or we, privately placed three million Units. The minimum purchase by each investor was 25,000 Units. The 25,000 Units consist of 25,000 shares of common stock and 12,500 Class A Warrants and 12,500 Class B Warrants. The price per Unit was $0.50. The net proceeds to us from the offering were approximately $2.5 million. We intend to use these proceeds for working capital and general corporate purposes. Each Class A Warrant and Class B Warrant is immediately exercisable by the holder thereof to purchase one share of common stock at $0.50 and $0.70 per share, respectively, and expires five years from the date of issuance. The offer and sale of the Units was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Regulation D promulgated thereunder solely to accredited investors through Meyers Associates L.P., an NASD member securities firm. The Units have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. We have agreed to register the shares of our common stock issued in the offering and issuable upon the exercise of the Class A Warrants and Class B Warrants for resale on a registration statement under the Securities Act of 1933 and to maintain the effectiveness of the registration statement until the earlier of the date as of which the investors may sell all of the securities covered by the registration statement pursuant to Rule 144 promulgated under the Securities Act of 1933, two years from the effective date of the registration statement, or the date on which the investors shall have sold all the securities covered by the registration statement. In connection with this offering, our Chief Executive Officer agreed that he will defer payment of all accrued but unpaid bonus or salary, as well as any compensation payable to him in excess of $150,000 per year, for nine months from April 29, 2004. In addition, we agreed to amend our Agreement for Investment Banking and Advisory Services dated June 1, 2003, with Astor Capital, Inc., a company in which our Chief Executive Officer owns a 50% interest and is the President of, to reduce the compensation payable to Astor Capital during the period from April 29, 2004, and for nine months thereafter, to an amount not to exceed the sum of $5,000 per month, excluding any fees for placement of securities. Reference also is made to the press release of UDT, issued on July 7, 2004, which is incorporated herein by this reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 99.1 - Press Release, dated July 7, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. July 7, 2004 UNIVERSAL DETECTION TECHNOLOGY /s/ Jacques Tizabi By: -------------------------------------- Jacques Tizabi President and Chief Executive Officer EXHIBIT INDEX EXHIBITS 99.1 Press Release, dated July 7, 2004. EX-99 2 exhibit_99-1.txt PRESS RELEASE FOR IMMEDIATE RELEASE UNIVERSAL DETECTION TECHNOLOGY COMPLETES PRIVATE OFFERING LOS ANGELES - JULY 7, 2004 - UNIVERSAL DETECTION TECHNOLOGY (OTCBB: UDTT) (FRANKFURT: PRCC.F), (UDT), announced the final closing of its private placement offering of units consisting of common stock, and warrants to purchase common stock. The aggregate gross proceeds from the offering (prior to payment of commissions and offering expenses) were $3.0 million. The company intends to use these proceeds for working capital and general corporate purposes. The offering was completed through Meyers Associates L.P, an NASD member securities firm. The securities being offered by the Company have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Neither the United States Securities and Exchange Commission nor any other regulatory agency has passed upon the merits of, or given its approval to, any securities offered or the terms of the Offering. Nor has the Securities and Exchange Commission or any other regulatory authority passed upon the accuracy or completeness of any offering circular or other selling literature. The securities were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Any representation to the contrary is a criminal offense. This press release is not an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful. ABOUT UNIVERSAL DETECTION TECHNOLOGY Universal Detection Technology (UDTT), founded in 1973, is a developer of monitoring technologies, including bio-terrorism detection devices. UDTT's technology, together with third party technologies and devices, has positioned the Company to capitalize on growth and value opportunities related to Homeland Security. Universal Detection Technology, in cooperation with NASA's Jet Propulsion Laboratory (JPL) has developed a bio-terror `smoke' detector, which combines JPL's spore detection technology with UDTT's aerosol capture device. For more information, please visit http://udtt.invrel.net or http://www.udetection.com EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE STATEMENTS IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH MAY CAUSE A COMPANY'S ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENT IN THE FUTURE TO DIFFER MATERIALLY FROM FORECASTED RESULTS, PERFORMANCE, AND ACHIEVEMENT. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHER THINGS, THE FUNDING OF AMOUNTS OF CAPITAL ADEQUATE TO PROVIDE FOR THE WORKING CAPITAL NEEDS OF THE COMPANY, OUR ABILITY TO TIMELY AND COST EFFECTIVELY COMPLETE THE DEVELOPMENT OF OUR PRODUCTS TARGETED TO THE BIO-CHEMICAL AND MEDICAL MARKETS, COMMERCIAL ACCEPTANCE OF OUR PRODUCTS, PRODUCT PRICE VOLATILITY, PRODUCT DEMAND, MARKET COMPETITION AND GENERAL ECONOMIC CONDITIONS, AND OTHER FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION AND DO NOT INTEND TO REVISE OR UPDATE PUBLICLY ANY FORWARD LOOKING STATEMENTS FOR ANY REASON. XXX Contact: INVESTOR RELATIONS SERVICES, INC. New Smyrna Beach, FL Dan Kinnison 386.409.0200 UNIVERSAL DETECTION TECHNOLOGY Los Angeles, CA Jacques Tizabi, CEO 310.248.3655 jtizabi@ udetection.com -----END PRIVACY-ENHANCED MESSAGE-----