8-K 1 form_8-k.txt ================================================================================ UNITED STATES 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 (Date of Earliest Event Reported): August 19, 2005 UNIVERSAL DETECTION TECHNOLOGY (Exact Name of Registrant as Specified in its 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, Zip Code) (310) 248-3655 (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)) ================================================================================ ITEM 8.01 OTHER EVENTS Universal Detection Technology, which we refer to in this Report as the Company, and Trilogy Capital Partners, Inc., which we refer to as Trilogy, have entered into a Letter of Engagement dated August 19, 2005 for a term of 12 months. Pursuant to the terms of the Letter of Engagement, Trilogy will develop and implement a marketing program designed to create financial market and investor awareness of the Company. As consideration for its services, Trilogy shall receive $12,500 per month, as well as reimbursement of its costs and expenses. The Company also agreed to issue a warrant to purchase 3,600,000 shares of common stock of the Company at a purchase price of $0.17 per share exercisable at any time through the third year after the date of issuance of the warrant. The Company agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares underlying the warrant no later than October 15, 2005. The foregoing description of the Letter of Engagement does not purport to be complete and is qualified in its entirety by reference to the Letter of Engagement, which is filed as Exhibit 99.1, and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Letter of Engagement dated August 19, 2005, between Trilogy Capital Partners, Inc. and Universal Detection Technology SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL DETECTION TECHNOLOGY September 28, 2005 By: /s/ Jacques Tizabi ------------------------------------------------ Name: Jacques Tizabi Title: President and Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Letter of Engagement dated August 19, 2005, between Trilogy Capital Partners, Inc. and Universal Detection Technology