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): August 19, 2009
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
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(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 August 19, 2009 the Company sold 788,000 units to a group of private
investors. Each unit consisted of one share of common stock and one warrant.
Each warrant allows the holder to purchase one share of the Company's common
stock at a price of $0.50 per share at any time prior to June 15, 2010. The
shares were sold at a price of $0.25 per unit. The shares of common stock are,
and any shares issuable upon the exercise of warrants will be, restricted
securities, as that term is defined in Rule 144 of the Securities and Exchange
Commission.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale of these securities. The
persons who acquired the shares and warrants were sophisticated investors and
were provided full information regarding the Company. There was no general
solicitation in connection with the offer or sale of the securities. The persons
who acquired these securities acquired them for their own accounts. The
certificates representing these securities will bear a restricted legend
providing that they cannot be sold except pursuant to an effective registration
statement or an exemption from registration. No commission or other form of
remuneration was given to any person in connection with the issuance of these
securities.
Item 9.01 Financial Statements and Exhibits
None
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: August 21, 2009
SECURITY DEVICES INTERNATIONAL INC.
By: /s/ Sheldon Kales
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Sheldon Kales, President