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 18, 2008
OPTICON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEVADA | 000-52488 | 20-2583185 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
First floor, 1701 West Northwest Highway, Grapevine, TX 76051
(Address of principal executive offices) (ZIP Code)
817-305-0628
(Registrant's telephone no., including area code)
(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 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 CFR 240.14a-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 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
The following tables set forth information about our unregistered sales of securities on August 07, 2008.
Date | Title of Security | Amount | Purchaser | Price | Exemption |
August 07, 2008 | Common Stock | 12,003,734 | Saed (“Sam”) Talari | $60,018.67 | Section 4(2) |
No underwriters were involved in the transaction, and accordingly there were no underwriting discounts or commissions. The purchaser is one of our directors: the “sale” involved the partial conversion of a 5% Subordinated Convertible Debenture issued December 31, 2007 and due December 31, 2008, with respect to advances made by the purchaser to us prior to the issue date. Accordingly, the sale did not involve a public offering.
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.
OPTICON SYSTEMS, INC.
(Registrant)
Date September 18, 2008
/s/ Sadruddin Currimbhoy
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Sadruddin Currimbhoy