================================================================================
SEC 873 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(5/99) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
================================================================================
=============================
OMB APPROVAL
=============================
OMB Number: 3235-0060
=============================
Expires: May 31, 2000
=============================
Estimated average burden
hours per response: 5
=============================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) February 28, 2000
View Systems, Inc.
(Exact name of registrant as specified in its chapter)
Florida 1-15247 59-2928366
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
925 West Kenyon Avenue, Suite 15, Englewood, Colorado 21046_
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303 783 9153
----------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On February 18, 2000, to Rubin Investment Group, an institutional
investment entity, within the meaning of Rule 501(a)(8) promulgated pursuant to
the Securities Act of 1933, as amended, in which all equity owners are
accredited investors, View Systems, Inc. (the
"Company") sold and issued 800,000 shares of the Company's common stock, a
warrant to purchase (i) 1,000,000 shares of common stock during the five month
period following February 18, 2000, at an exercise price of $2.00 per share, and
(ii) 500,000 shares of common stock during the six month period following
February 18, 2000, at an exercise price of $2.00 per share, and another warrant
to purchase 1,000,000 shares of common stock during the three year period
following February 18, 2000, at an exercise price of $2.00 per share. At
closing, the Company received $400,000. The shares were issued pursuant to
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The securities purchased pursuant to the
investment of Rubin Investment Group carry demand and piggyback registration
rights, pursuant to the Registration Rights Agreement attached an exhibit.
As a result of this investment, the Company has agreed to amend its
filed registration statement on Form SB-2, by, among other things, removing the
securities it was planning to offer in the registered offering and including the
securities purchased by Rubin Investment Group.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
--------
4.1 Subscription and Investment Representation Agreement between
View Systems, Inc. and Rubin Investment Group, dated
February 18, 2000.
4.2 First Common Stock Purchase Warrant between View Systems,
Inc. and Rubin Investment Group, dated February 18, 2000.
4.3 Second Common Stock Purchase Warrant between View Systems,
Inc. and Rubin Investment Group, dated February 18, 2000.
4.4 Registration Rights Agreement between View Systems, Inc. and
Rubin Investment Group, dated February 18, 2000.
FORWARD-LOOKING STATEMENTS
This Report contains, in addition to historical information, statements by the
Company with respect to expectations about its business and future financial
results, which are "forward-looking" statements under the Private Securities
Litigation Reform Act of 1995. These statements and other statements made
elsewhere by the Company or its representatives, which are identified or
qualified by words such as "likely", "will," "suggests," "expects," "may,"
"believe," "could," "should," "would," "anticipates" or "plans," or similar
expressions, are based on a number of assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those currently
anticipated or suggested due to a number of factors, including
those set forth herein, those set forth in the Company's Annual Report on Form
10-K and in the Company's other SEC filings, and including, risks relating to
the dependence on retaining key personnel and the effect of sales of shares of
stock on our share price. All forward-looking statements are based on
information available as of the date hereof, and the Company does not assume any
obligation to update such forward-looking statements.
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.
-------------------------------------------
(Registrant)
Date ___________________________________________
_____________________________________ (Signature)*
*Print name and title of the signing officer under his signature.