8-K 1 udt_8k-070109.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): July 1, 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) 340 North Camden Drive, Suite 302 Beverly Hills, California 90210 (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 June 25, 2009, the Board of Directors of the Company approved the issuance of 10,000,000 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 $40,000. Accordingly, the price per share at which the accrued salary was converted was $0.004 per share. Mr. Tizabi's total beneficial ownership including vested options to purchase 549,750 shares of Common Stock now totals 127,926,425 shares or approximately 31% 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. 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] 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: July 1, 2009