-----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, AVainIOnYrzTnfXIM88pygyWl93SxtWGCim2kekfwAMOc5Qvbqk+QlQQCJqSAXf0 Y//VbwgNyCFa+ytrM53skg== 0001019687-09-001573.txt : 20090504 0001019687-09-001573.hdr.sgml : 20090504 20090504143710 ACCESSION NUMBER: 0001019687-09-001573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090430 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20090504 DATE AS OF CHANGE: 20090504 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: 09792935 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-042709.txt CURRENT REPORT ON FORM 8-K 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): April 30, 2009 UNIVERSAL DETECTION TECHNOLOGY (Exact name of Registrant as specified in charter) California 000-14266 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 (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 On April 27, 2009, the Board of Directors of the Company approved the issuance of 117,386,666 shares of Common Stock to Mr. Jacques Tizabi, the Company's Chief Executive Officer and a director. The issuance is made in conversion and in full satisfaction of accrued but unpaid salary owed to Mr. Tizabi in the amount of $352,160. Accordingly, the price per share at which the accrued salary was converted was $0.003 per share. Mr. Tizabi's total beneficial ownership including vested options to purchase 539,750 shares of Common Stock now totals 117,926,425 shares or approximately 48% of the issued and outstanding shares of Common Stock of the Company. The Company has relied upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. All of the disinterested directors of the Company approved the salary conversion and share issuance at a duly called meeting of the Board of Directors. The date of the issuance is April 30, 2009. ITEM 8.01 OTHER EVENTS The disclosure and information set forth under Item 3.02 of this Report is hereby incorporated into this Item 8.01 by reference, as if fully set forth herein. [SIGNATURES PAGE FOLLOWS] 2 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: May 4, 2009 3 -----END PRIVACY-ENHANCED MESSAGE-----