UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 4, 2007
SECURITY DEVICES INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
Delaware Applied For
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
120 Adelaide Street West, Suite 2500
Toronto, Ontario M5H 1T1
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (416) 787-1871
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464 Old Orchard Grove
Toronto, Ontario
Canada M5M 2G4
(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On April 25, 2007 the Company sold 1,998,500 shares of its common stock to
a group of private investors. As part of this same financing the Company sold an
additional 140,500 shares to private investors on May 4, 2007. The shares were
sold at a price of $2.25 per share and are restricted securities as that term is
defined in Rule 144 of the Securities and Exchange Commission.
In connection with the sale of these 2,139,000 shares the Company paid a
commission of $240,638 to Salman Partners Inc. the sales agent for the offering.
Salman Partners also received warrants which allows Salman Partners to purchase
106,950 shares of the Company's common stock at a price of $2.81 per share. The
warrants expire in 2009.
The Company has agreed to file a registration statement with the
Securities and Exchange Commission registering the resale of the shares sold to
the investors, as well as the shares issuable upon the exercise of the warrant
issued to Salman Partners, and have it declared effective by September 21, 2007.
If the registration statement is not filed and declared effective by this date,
the Company will issue to the investors, as a group, 85,560 common shares plus
16,043 additional common shares for each month the registration statement
remains unfilled or not effective.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 for the sale of these securities.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10 The Agency Agreement and Subscription Agreement are incorporated
by reference to the Company's 8-K report filed on April 27, 2007.
The schedule required by Instruction 2 to Item 601 of Regulation
S-K is attached for the shares sold on May 4, 2007. The Agent's
Warrant Certificate for the shares sold on May 4, 2007 is also
attached.
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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 hereunto duly authorized.
Date: May 4, 2007
SECURITY DEVICES INTERNATIONAL INC.
By: /s/ Sheldon Kales
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Sheldon Kales, President
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