UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
March 8, 2006
Homeland Security Capital Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 814-00631 52-2050585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 North Fairfax Drive, Suite 1150, Arlington, Virginia 22203-1664
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (703) 528-7073
None
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(Former Name or Former Address, If Changed Since Last Report)
Check the 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:
|_| 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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Letter of Intent with SecurityInc.
On March 8, 2006, Homeland Security Capital Corporation (the "Company") and
SecurityInc., a single-source manufacturer of active radio frequency
identification (RFID) enabled security solutions for commercial and government
sectors, entered into a non-binding letter of intent (Security Letter of Intent)
for a business combination between a subsidiary of the Company and SecurityInc.
(the Security Transaction).
Definitive Agreements for the Security Transaction are expected to be signed in
the second calendar quarter of 2006. The Security Letter of Intent is
non-binding and there are no assurances that a closing will occur.
The press release with respect to the Security Transaction is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Letter of Intent with Viscom Systems, Inc.
On March 9, 2006, the Company and Viscom Systems, Inc., a security integrator
based in Cambridge, Massachusetts, entered into a non-binding letter of intent
(Viscom Letter of Intent) for a business combination between a subsidiary of the
Company and Viscom Sytems (the Viscom Transaction).
Definitive Agreements for the Viscom Transaction are expected to be signed in
the second calendar quarter of 2006. The Viscom Letter of Intent is non-binding
and there are no assurances that a closing will occur.
The press release with respect to the Viscom Transaction is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
EXHIBIT DESCRIPTION LOCATION
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Exhibit 99.1 Press Release, dated March 8, 2006, Provided herewith
announcing the letter of intent with
SecurityInc.
Exhibit 99.2 Press Release, dated March 9, 2006 announcing Provided herewith
letter of intent with Viscom Systems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 15, 2006 HOMELAND SECURITY CAPITAL CORPORATION.
By: /s/ C. Thomas McMillen
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Name: C. Thomas McMillen
Title: President and Chief Executive Officer
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