Security With Advanced Technology, Inc. - Current report filing (8-K)
03 September 2008 - 6:44PM
Edgar (US Regulatory)
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 2, 2008
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Security With Advanced Technology, Inc.
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(Exact name of registrant as specified in charter)
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Colorado
(State or other jurisdiction of incorporation)
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001-32566
(Commission File Number)
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20-1978398
(IRS Employer Identification No.)
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1722 Boxelder St., Suite 101, Louisville, Colorado 80027
(Address of principal executive offices)
Registrants telephone number, including area code:
(303) 439-0372
N/A
(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:
[ X ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ X ] 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.
On September 2, 2008, Security With
Advanced Technology, Inc. (the Company) loaned $150,000 under a Promissory
Note (Note) to PepperBall Technologies, Inc. (PepperBall). The
Note does not bear interest and PepperBall is not obligated to repay the Note unless the
previously announced merger between the Company and PepperBall is not consummated due to
the failure of PepperBalls stockholders to approve the merger or if the board of
directors of PepperBall withdraws its recommendation of the merger. If the Note becomes
due, it is payable within 90 days of either event. In addition, pursuant to the terms of
the Note, the principal amount of the loan will be credited toward the minimum amount of
unrestricted cash that the Company must have on hand at the effective time of the merger.
The Note contains certain other customary provisions such as default provisions. A copy of
the Note is filed herewith as Exhibit 10.1.
The following disclosure is made in
accordance with Rule 165 of the Securities Act of 1933, as amended, and Rule 14a-12 of the
Securities Exchange Act of 1934, as amended.
IN CONNECTION WITH THE PROPOSED
MERGER, THE COMPANY HAS FILED RELEVANT MATERIALS WITH THE SEC, INCLUDING A REGISTRATION
STATEMENT ON FORM S-4 THAT CONTAINS A JOINT PROXY STATEMENT/PROSPECTUS. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
PEPPERBALL AND THE MERGER. INVESTORS MAY OBTAIN THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS, FREE OF CHARGE
EITHER AT THE SECS WEBSITE: WWW.SEC.GOV OR BY CONTACTING SWAT AT 1722 BOXELDER
STREET, SUITE 101, LOUISVILLE, COLORADO 80027 (TELEPHONE NUMBER: (303) 439-0372).
The Company and its executive
officers and directors may be deemed to be participants in the solicitation of proxies in
connection with the merger. Information about those executive officers and directors of
the Company and their ownership of the Companys common stock is set forth in the
joint proxy statement/prospectus contained in the Companys Registration Statement on
Form S-4.
Item 9.01
Exhibits.
10.1
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Promissory
Note issued by PepperBall Technologies, Inc. to Security With Advanced Technology, Inc.,
dated September 2, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: September 3, 2008
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Security With Advanced Technology, Inc.
(Registrant)
By:
/s/ Jeffrey G. McGonegal
Jeffrey G. McGonegal
Chief Executive Officer
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