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): September 22, 2010
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.)
2171 Avenue Road, Suite 103
Toronto, Ontario, Canada M5M 4B4
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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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120 Adelaide Street West, Suite 2500
Toronto, Ontario M5H 1T1
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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
In June 2010 the Company sold 650,000 shares of common stock to two private
investors at a price of $0.20 per share.
On September 22, 2010 the Company sold 2,250,000 shares of common stock to
10 private investors at a price of $0.20 per share.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale of these shares. The shares
sold are restricted securities, as that term is defined in Rule 144 of the
Securities and Exchange Commission. The investors which acquired the shares were
sophisticated and were provided with full information regarding the Company.
There was no general solicitation in connection with the offer or sale of the
securities. The investors which acquired these securities acquired them for
their own account. The certificates representing these securities bear
restricted legends providing that they cannot be sold except pursuant to an
effective registration statement or an exemption from registration. A commission
will be paid in connection with the sale of these securities, however the amount
of the commission has not been determined as of the date of this report.
Item 9.01 Financial Statements and Exhibits
None
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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: September 18, 2010
SECURITY DEVICES INTERNATIONAL INC.
By: /s/ Gregory Sullivan
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Gregory Sullivan, President
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