UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | June 26, 2008 | |
Irvine Sensors Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-08402 | 33-0280334 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3001 Red Hill Avenue, Costa Mesa, California | 92626 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (714) 549-8211 | |
N/A
(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:
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 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
Since its last periodic report, Irvine Sensors Corporation (the “Company”) issued 150,000 shares of common stock on June 26, 2008 to an accredited investor, a financial advisory and investment banking firm that the Company engaged to assist it to raise additional capital and to provide financial advisory services. The Company also issued (i) 100,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on May 14, 2008 of $30,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the “Series A-1 Stock”) of the Company and (ii) 200,000 shares of common stock to the same accredited institutional investor upon such investor’s conversion on May 19, 2008 of $60,000 of the stated value of the Series A-1 Stock of the Company. As a result of the issuance on June 26, 2008, the Company has issued more than 1% of its outstanding shares of common stock in unregistered transactions in the aggregate since the last periodic report that it filed with the Securities and Exchange Commission. The above-described sales of shares of common stock have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Each investor has represented that it is an accredited investor, as that term is defined in Regulation D, and that it has acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
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.
IRVINE SENSORS CORPORATION | ||
(Registrant) | ||
Dated: June 30, 2008 | /s/ JOHN J. STUART, JR. | |
John J. Stuart, Jr. Senior Vice President and Chief Financial Officer |