UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PLACECITYWASHINGTON, STATED.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 16, 2006
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DYNAMIC BIOMETRIC SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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NEVADA 001-32706 20-4809793
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
1711 WEST GREENTREE DRIVE, SUITE 116
TEMPE, ARIZONA 85284
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 705-9110
NOT APPLICABLE
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As of August 16, 2006, Dynamic Biometric Systems, Inc. ("DBSI") entered
into an oral agreement to amend (the "Amendment") its Master Sales Agreement
with Delta Resources, LLC, a Scottsdale, Arizona-based sales agency ("Delta").
The Amendment provided for the reduction of the initial exercise price of a
"commission warrant" that Delta could earn to $.50 per share for the remainder
of the fiscal quarter. The initial exercise price under the Master Sales
Agreement was $0.75.
ITEM 7.01 REGULATION FD DISCLOSURE.
The information set forth in Item 1.01 above and Item 8.01 below, including
the exhibit referred to therein, is incorporated herein by reference.
The information contained in this Item 7.01 and the exhibit attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed incorporated by reference in any
filing with the Securities and Exchange Commission under the Securities Exchange
Act of 1934 or the Securities Act of 1933, whether made before or after the date
hereof and irrespective of any general incorporation language in any filings.
ITEM 8.01 OTHER EVENTS.
On August 16, 2006, DBSI announced that its board of directors had approved
a reduction in the exercise price of DBSI's Series A Warrants from $2.00 to $.50
and an extension of the expiration of the Series A Warrants until September 30,
2006. The Series A Warrants were scheduled to expire on August 31, 2006.
DBSI's board of directors also agreed to increase retroactively the
cumulative dividend of the Series A Preferred from 15% to 30% per annum, if
holders of the Series A Preferred shares ("Shares") voluntarily convert their
Shares and cumulative dividends into common stock. Holders of 100% of the
Shares agreed to voluntarily convert their Shares and cumulative dividends into
common stock. DBSI is in the process of issuing 2,642,111 shares of common
stock reflecting this conversion.
In related actions, DBSI's board of directors extended the expiration date
of the Series B Warrants until December 31, 2006, which were scheduled to expire
on August 31, 2006, and also modified DBSI's agreement with Delta as described
in Item 1.01 above.
A copy of the news release related to these matters is attached hereto as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(D) EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 16, 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.
DYNAMIC BIOMETRIC SYSTEMS, INC.
August 16, 2006 By: /s/ Richard C. Kim
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Richard C. Kim,
Chief Executive Officer
and President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated August 16, 2006