-----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, J4aq94kMXk0y7FeLQ8DD+z8S/LxVOXO31nepGhZ7jHmgGgrYjmIu6USAW71lhGGS 9ewXc0rJAlsgRq8ChjURlQ== 0001019687-07-002124.txt : 20070713 0001019687-07-002124.hdr.sgml : 20070713 20070712192654 ACCESSION NUMBER: 0001019687-07-002124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070705 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070712 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: 07977371 BUSINESS ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD, SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102483655 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD, SUITE 700 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 udt_8k-071207.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): July 5, 2007 UNIVERSAL DETECTION TECHNOLOGY (Exact name of Registrant as specified in charter) California 0-14266 95-2746949 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 9595 Wilshire Blvd., Suite 700 Beverly Hills, California 90212 (Address of principal executive offices) Registrant's telephone number, including area code: (310) 248-3655 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 CFR240.14a-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 240.13(e)-4(c)) THIS CURRENT REPORT ON FORM 8-K AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE "FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION THAT ARE BASED UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE REGISTRANT'S MANAGEMENT, AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE REGISTRANT'S MANAGEMENT. WHEN USED IN THE FILINGS THE WORDS "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT", "FUTURE", "INTEND", "PLAN" OR THE NEGATIVE OF THESE TERMS AND SIMILAR EXPRESSIONS AS THEY RELATE TO THE REGISTRANT OR THE REGISTRANT'S MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE CURRENT VIEW OF THE REGISTRANT WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE REGISTRANT'S INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE ACQUIRED BY THE REGISTRANT. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED. ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT On July 5, 2007, the Company entered into a Letter Agreement with Innovative Marketing, Inc. ("IMI") whereby the Company and IMI terminated that certain Stock Agreement dated January 18, 2007 (the "Agreement"). Under the terms of the rescission, the $1,600,000 of inventory credits granted to the Company by IMI under the Agreement have been terminated and the 60,000,000 shares of common stock of the Company granted to IMI have been returned and canceled. The Letter Agreement with IMI is attached hereto as an Exhibit to this Current Report. On July 5, 2007, the Company entered into a Letter Agreement with Julius Investments ("Julius") whereby the Company and Julius agreed to unwind and reverse the previous conversion of $50,000 of indebtedness in favor of Julius. Accordingly, the Company is reassuming the $50,000 of indebtedness and the 30,000,000 shares of common stock of the Company issued upon the conversion have been returned and canceled. The Letter Agreement with Julius is attached hereto as an Exhibit to this Current Report. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibits Item No. Description - -------- ----------- 10.1 Letter Agreement with Innovative Marketing, Inc. 10.2 Letter Agreement with Julius Investments 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. Date: July 12, 2007 UNIVERSAL DETECTION TECHNOLOGY By: /S/ JACQUES TIZABI ---------------------------- Jacques Tizabi Chief Executive Officer EX-10.1 2 udt_8k-ex1001.txt LETTER AGREEMENT WITH INNOVATIVE MARKETING, INC. EXHIBIT 10.1 UNIVERSAL DETECTION TECHNOLOGY July 5, 2007 Innovative Marketing, Inc. 2895 South Federal Highway Delrey Beach, FL 33483 Re: Rescission of Stock Agreement ----------------------------- Dear Sir: This letter will serve to memorialize the agreement between Universal Detection Technology ("UDT") and Innovative Marketing, Inc. ("IMI") to immediately rescind and terminate the Stock Agreement dated January 18, 2007, by and between UDT and IMI. Accordingly, the entire amount of the "inventory credits" under the Agreement shall be deemed canceled and terminated, and the 60,000,000 shares of common stock of UDT issued to IMI shall be returned and canceled. The Agreement shall be of no further force or effect. UDT shall issue a press release and 8K describing the rescission of the Agreement. Kindly acknowledge your agreement with the foregoing, by signing the acknowledgment below and returning a copy of this letter to me. Very Truly Yours, Universal Detection Technology /s/ Jacques Tizabi ------------------ By: Jacques Tizabi Title: CEO Agreed and Accepted: Innovative Marketing, Inc. /s/_______________________ EX-10.2 3 udt_8k-ex1002.txt LETTER AGREEMENT WITH JULIUS INVESTMENTS EXHIBIT 10.2 UNIVERSAL DETECTION TECHNOLOGY July 5, 2007 Julius Investments 91 Cheyne Walk London SW 10ODQ, England Re: Reversal and Unwinding of Debt Conversion ----------------------------------------- Dear Sir: This letter will serve to memorialize the agreement between Universal Detection Technology ("UDT") and Julius Investments ("Julius") to immediately reverse and unwind the conversion of $50,000 of indebtedness into 30,000,000 shares of common stock of UDT. Accordingly, the entire $50,000 shall be deemed re-assumed by UDT and the 30,000,000 shares of common stock of UDT issued to Julius shall be returned and canceled. The conversion arrangement shall be of no further force or effect. UDT shall issue a press release and 8K describing the reversal and unwinding of the conversion. Kindly acknowledge your agreement with the foregoing, by signing the acknowledgment below and returning a copy of this letter to me. Very Truly Yours, Universal Detection Technology /s/ Jacques Tizabi ------------------ By: Jacques Tizabi Title: CEO Agreed and Accepted: Julius Investments: /s/ M. Halstrom - --------------- -----END PRIVACY-ENHANCED MESSAGE-----