UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 25, 2006
COMPUPRINT, INC.
(Exact name of registrant as specified in its charter)
| NORTH CAROLINA | 333-90272 | 56-1940918
|
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.)
|
99 Park Avenue, 16th Floor, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 286-9197
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.313e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 25, 2006, the Company granted stock warrants to purchase 250,000 shares of the Company’s common stock, exercisable for a period of up to five years from the date of grant at $0.21 per share, to each of the following employees and consultant:
| Ivan Railyan, Chairman of the Board
Roman Rozenberg, Chief Executive Officer
Dan Brecher, Managing Director
Dmitry Vilbaum, Chief Operating Officer
Alexander Fediaev, Consultant |
Item 3.02 Unregistered Sales of Equity Securities
Each of the issuance and sale of securities described below was deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. No advertising or general solicitation was employed in offering the securities. All recipients either received adequate information about us or had access, through employment or other relationships, to such information.
Reference is made to Item 1.01 of this Report regarding the stock warrants issued by the Company to employees and a consultant.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of PrincipalOfficers
On September 25, 2006, Ivan Railyan, our President and Chairman of the Board, informed the Company that he will cease to serve as President effective September 30, 2006. Mr. Railyan will continue to serve as Chairman. The Board of Directors has appointed Roman Rozenberg, our Chief Executive Officer, to assume the role of President.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit Number | Description of Exhibit |
| 10.1* | Form of Stock Warrant dated September 25, 2006 |
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.
| Date: September 25, 2006 | By: /s/ Roman Rozenberg
Roman Rozenberg, Chief Executive Officer |
3