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
December 27, 2005
SENSOR SYSTEM SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-024828 98-0226032
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45 Parker Avenue, Suite A, Irvine, California 92618
(Address of principal executive offices) (Zip code)
(949) 855-6688
Registrant's telephone number, including area code:
Not Applicable
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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 1.01. Entry into Material Definitive Agreements.
On August 10, 2005, Sensor System Solutions, Inc. (the "Company") entered
into an Engagement Agreement (the "Engagement Agreement") with Trenwith
Securities, LLC ("Trenwith"). Pursuant to the Engagement Agreement, the Company
engaged Trenwith as its managing placement agent in connection with a private
placement transaction with accredited investors up to $20,000,000 of the
Company's common stock, par value $0.01 per shares (the "Common Stock"). In
consideration of Trenwith's performances as managing placement agent, and upon
the closing of a private placement transaction with an investor, the Company
agreed to issue to Trenwith warrants for the purchase of the Company's Common
Stock subject to the terms and conditions of the Engagement Agreement.
On October 6, 2005, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP ("Cornell"), pursuant to which, the
Company could have, at its discretion, periodically sold to Cornell shares of
its Common Stock for a total purchase price of $15,000,000. On October 6, 2005,
the Company also entered into a Securities Purchase Agreement pursuant to which
the Company issued to Cornell secured convertible debentures in the aggregate
principal amount of $600,000. In connection with the Engagement Agreement, and
the entry into the Standby Equity Distribution Agreement and the Securities
Purchase Agreement, each dated October 6, 2005, with Cornell, on November 16,
2005, the Company issued to Trenwith a warrant (the "November Warrant") to
purchase up to 511,607 shares of the Company's Common Stock. Out of the 511,607
shares, Trenwith was entitled to purchase up to 42,857 shares of the Company's
Common Stock at an exercise price of $0.35 per share, at any time until 11:59 pm
Eastern Time on October 6, 2009. Trenwith was entitled to purchase up to the
remaining 468,750 shares of the Company's Common Stock at an exercise price of
$0.80 per share at any time until 11:59 pm Eastern Time on October 6, 2008.
On December 23, 2005, the Company entered into a Termination Agreement
with Cornell Capital Partners, pursuant to which the Standby Equity Distribution
Agreement, as well as the related Registration Rights Agreement and the
Placement Agent Agreement, each dated as of October 6, 2005, were terminated. In
connection with the termination of the Standby Equity Distribution Agreement and
related documents, the Company and Trenwith mutually agreed to terminate and
cancel the November Warrant with Trenwith.
On December 23, 2005, the Company entered into a Securities Purchase
Agreement with Cornell Capital Partners, pursuant to which the Company issued to
Cornell Capital Partners secured convertible debentures in the principal amount
of $1,000,000.
On December 27, 2005, in connection with the Securities Purchase
Agreement, dated December 23, 2005, the Company issued to Trenwith a new warrant
(the "New Warrant") to purchase up 86,866 shares of the Company's Common Stock
at an exercise price of $0.2878 per share. The New Warrant expires on December
23, 2009.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
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Exhibit Description Location
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Exhibit 10.1 Engagement Agreement, dated as of August 10, 2005, by Incorporated by reference as
and between the Company and Trenwith Securities, LLC Exhibit 10.1 to Form 8-K filed
on November 18, 2005
Exhibit 10.2 Warrant, dated as of December 27, 2005, issued by the Provided herewith
Company to Trenwith Securities, LLC
Exhibit 10.3 Securities Purchase Agreement, dated as of December 23, Incorporated by reference as
2005, by and between Sensor System Solutions, Inc. and Exhibit 10.1 to Form 8-K filed
Cornell Capital Partners, LP on January 4, 2006
Exhibit 10.4 Termination Agreement, dated as of December 23, 2005, by Incorporated by reference as
and between Sensor System Solutions, Inc. and Cornell Exhibit 10.9 to Form 8-K filed
Capital Partners, LP on January 4, 2006
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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: January 23, 2005 SENSOR SYSTEM SOLUTIONS, INC.
By: /s/ Michael Young
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Name: Michael Young
Title: Chief Executive Officer
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