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): April 13, 2007
Pro Tech Communications, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 000-28602 59-3281593
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
375 Bridgeport Avenue, 2nd Floor, Shelton, CT 06484
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (203) 944-9533
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20 Ketchum Street, Westport, CT 06880
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(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 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02. Unregistered Sales of Equity Securities.
On April 13, 2007, Pro Tech Communications, Inc. ("Pro Tech") issued to
each of Irene Lebovics, Pro Tech's Chairman and Chief Executive Officer, and Cy
E. Hammond, Pro Tech's Senior Vice President and Chief Financial Officer, a 15%
promissory note in the principal amount of $2,872.50 for which Pro Tech received
an aggregate of $5,745 in cash in order to fund certain working capital
requirements. The notes are due six months from the date of issuance and are
secured by a first priority security interest in substantially all of the assets
of Pro Tech.
In conjunction with the issuance of the notes, Pro Tech issued each of Ms.
Lebovics and Mr. Hammond a five-year warrant to acquire up to 300,000 shares of
Pro Tech common stock at an exercise price of $0.011 per share, which was the
fair market value of Pro Tech common stock on the date of issuance.
The issuance of the notes and warrants was not registered under the
Securities Act of 1933, as amended, in reliance upon the exemption set forth in
Section 4(2) of the Securities Act relating to transactions by an issuer not
involving a public offering.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1(a) Form of Secured Promissory Note issued by Pro Tech
Communications, Inc.
10.1(b) Schedule of Secured Promissory Notes issued by Pro Tech
Communications, Inc. on April 13, 2007.
10.2(a) Form of Warrant issued by Pro Tech Communications, Inc.
10.2(b) Schedule of Warrants issued by Pro Tech Communications, Inc. on
April 13, 2007.
10.3 Security Agreement, dated as April 13, 2007 between Cy E. Hammond
and Irene Lebovics and Pro Tech Communications, Inc.
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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 thereunto duly authorized.
PRO TECH COMMUNICATIONS, INC.
By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President and
Chief Financial Officer
Date: April 27, 2007
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