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): July 5, 2006
Proguard Acquisition Corp.
(Exact name of registrant as specified in its charter)
FLORIDA 33-1093761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3040 E. Commercial Blvd
Ft. Lauderdale, FL 33308
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (954) 491-0704
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ITEM 8.01 Other Events.
On July 5, 2006, holders of 2,350,000 restricted common shares of
Proguard Acquisition Corp. (87% of the total outstanding)
(?collectively, the ?Optionors?) granted an option to Worldwide
Security Acquisitions, LLC (?Optionee?) to purchase a minimum of
2,000,000 common shares and up to a maximum of 2,350,000 common shares
of Proguard Acquisition Corp. at the exercise price of $1.00 per common
share.
The term of the option agreement is for 120 days, expiring at 5:00 pm
EST on November 4, 2006.
Pursuant to the restricted stock option agreement, the parties entered
into a stock purchase escrow agreement whereby, within 15 days of the
date of the option agreement
(a) Optionors shall deposit the certificates and requisite
corresponding stock powers, signature medallion guaranteed representing
at least 2,000,000 of the optioned common shares and Optionee shall
deposit Seventy Five Thousand Dollars($75,000) in cash or cash
equivalent with Eugene Michael Kennedy, P.A., a Florida professional
association, as Escrow Agent. Of the cash deposit, Twenty-Five
Thousand Dollars($25,000) shall be non-refundable and shall be
delivered by the Escrow Agent to Optionors for payment of Optionors?
costs incurred in connection with the proposed stock purchase and sale
upon termination or upon completion of the contemplated stock
acquisition transaction, whichever shall first occur.
(b) On or before November 4, 2006, the Optionee shall deposit with
the Escrow Agent the full balance of the aggregate option exercise
price (a minimum of $1,925,000 and a maximum of $2,275,000 in cash or
cash equivalent.
(c) Upon receipt by the Escrow Agent of the full, aggregate option
exercise price from the Optionee in cleared funds, the Escrow Agent
shall notify the parties for closing and at closing shall deliver the
cash escrow amount to Optionors, pro-rata to their respective sale of
restricted common shares to the Optionee, and deliver the common share
certificates and stock powers to Proguard Acquisition Corp.?s transfer
agent with irrevocable instructions to transfer the restricted common
shares to the Optionee.
(d) In the event that the Optionee shall not have deposited a
minimum cash amount aggregating $2,000,000 with the Escrow Agent on or
before November 4, 2006, the Escrow Agent shall return all of the
restricted common shares to the Optionors and shall return all of the
cash funds, less the non-refundable sum of $25,000, to the Optionee and
the escrow shall thereafter be terminated.
The Optionee acknowledged that, upon valid exercise of the option,
Proguard Acquisition Corp. shall have no commercial operations, no
material liabilities and working capital of at least $250,000 on
deposit in its operating accounts.
The cash payment of $75,000 was deposited with the Escrow Agent on July
21, 2006.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(10.1) Restricted Stock Option Agreement dated July 5, 2006
(10.2) Stock Purchase Escrow Agreement dated July 5, 2006
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: July 26, 2006
Proguard Acquisition Corp.
/s/Frank R. Bauer
By:-------------------------------
Frank R. Bauer
Chief Executive Officer