-----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, MO0sWayOFLUMAGKmkL6JZFhQS3KyJOBXg0XcelOABjZKCrhOiqMkNiIvClcl/K+f xcMVD51A3HhAi8nRUImX9w== 0001019687-08-000414.txt : 20080201 0001019687-08-000414.hdr.sgml : 20080201 20080201170027 ACCESSION NUMBER: 0001019687-08-000414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080107 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 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: 08569315 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-020108.txt UNIVERSAL DETECTION TECHNOLOGY ================================================================================ 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): February 1, 2008 (January 7, 2008) UNIVERSAL DETECTION TECHNOLOGY (Exact name of Registrant as specified in charter) California 000-14266 95-2746949 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 (see General Instruction A.2 below). |_| 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)) ================================================================================ ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Between January 7, 2008 and January 29, 2008, the Registrant entered into four agreements pursuant to which it has issued an aggregate of 129,029,133 shares of its common stock (the "Shares"). The offers and sales of the Shares were made in private transactions not involving a public offering, without any general solicitation or advertising, to entities with preexisting relationships with the Registrant and, accordingly, are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act. 49,029,133 Shares were issued at a price of $0.0003 per share in exchange for the surrender and cancellation of an aggregate of $12,785.00 of indebtedness owed by the Registrant to the recipients of those Shares, and 80,000,000 Shares were issued at a price of $0.00025 per share in exchange for the surrender and cancellation of an aggregate of $20,000.00 of indebtedness owed by the Registrant to the recipients of those Shares. The Registrant has not received and will not receive any other consideration for these issuances. [SIGNATURES PAGE FOLLOWS] 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. UNIVERSAL DETECTION TECHNOLOGY By: /s/ Jacques Tizabi --------------------------- Jacques Tizabi Chief Executive Officer Dated: February 1, 2008 -----END PRIVACY-ENHANCED MESSAGE-----