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
October 6, 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
(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.
Standby Equity Distribution Agreement
On October 6, 2005, Sensor System Solutions, Inc. (the "Company") entered
into a Standby Equity Distribution Agreement (the "SEDA") with Cornell Capital
Partners, LP ("Cornell"). Pursuant to the SEDA, the Company may, at its
discretion, periodically sell to Cornell shares of its common stock, par value
$0.01 per share (the "Common Stock") for a total purchase price of up to Fifteen
Million Dollars ($15,000,000). For each share of Common Stock purchased under
the SEDA, Cornell will pay to the Company ninety-five percent (95%) of the
lowest closing bid price (as reported by Bloomberg, LP) of the Common Stock on
the principal market (whichever is at the time the principal trading exchange or
market for the Common Stock). Cornell will also retain five percent (5%) of each
advance under the SEDA. Cornell's obligation to purchase shares of Common Stock
under the SEDA is subject to certain conditions, including the Company obtaining
an effective registration statement for shares of common stock sold under the
SEDA and the amount for each Advance as designated by the Company in the
applicable Advance Notice shall not be more than Fifty Thousand Dollars
($500,000) (as such terms are defined in the SEDA). In connection with the SEDA,
Cornell received a commitment fee of One Million Four Hundred Seventy One
Thousand Four Hundred Twenty Nine (1,471,429) shares of Common Stock in an
amount equal to Five Hundred Fifteen Thousand Dollars ($515,000).
The Company also issued to Cornell a warrant (the "Warrant") to purchase,
at Cornell's discretion, up to Six Hundred Thousand (600,000) fully paid and
nonassessable shares of Common Stock at a fixed exercise price of $0.35 per
share, or as subsequently adjusted pursuant to the terms of the Warrant.
Securities Purchase Agreement
On October 6, 2005, the Company entered into a securities purchase
agreement (the "Purchase Agreement") pursuant to which the Company shall sell to
Cornell secured convertible debentures (the "Debentures") in the aggregate
principal amount of Six Hundred Thousand Dollars ($600,000), plus accrued
interest, which is convertible, at Cornell's discretion, into Common Stock. Four
Hundred Thousand Dollars ($400,000) was funded on the fifth (5th) business day
following October 6, 2005, and Two Hundred Thousand Dollars ($200,000) shall be
funded two (2) business days prior to the filing date of the registration
statement to be filed with the United States Securities and Exchange Commission
pursuant to that certain Investor Registration Rights Agreement, dated October
6, 2005 and attached hereto as Exhibit 99.4. The Debentures are convertible, in
whole or in part, at any time and from time to time before maturity at the
option of the holder at a fixed price of $0.245 per share, subject to certain
limitations as provided therein. The Debentures have a term of (1) year,
piggy-back registration rights and accrues interest at a rate equal to ten
percent (10%) per year.
The Debentures are secured by certain Pledged Property as such term is
defined in that certain Security Agreement, of even date with the Purchase
Agreement and attached hereto as Exhibit 99.6. The Company also executed an
Insider Pledge and Escrow Agreement ("PEA"), of even date with the Purchase
Agreement and attached hereto as Exhibit 99.7, pursuant to which the Company has
agreed to provide to Cornell a security interest in certain Pledged Shares (as
such term is defined in the PEA) to secure the Company's obligations under the
Transaction Documents (as defined in the Purchase Agreement) or any other
obligations of the Company to Cornell.
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Item 3.02. Unregistered Sales of Equity Securities.
Standby Equity Distribution Agreement
On October 6, 2005, in connection with the SEDA, Cornell received a
commitment fee of One Million Four Hundred Seventy One Thousand Four Hundred
Twenty Nine (1,471,429) shares of Common Stock in an amount equal to Five
Hundred Fifteen Thousand Dollars ($515,000). The Company also issued a Warrant
to Cornell to purchase Common Stock as is more fully described in Item 1.01
above.
On October 6, 2005, the Company issued to Monitor Capital, Inc. Twenty
Eight Thousand Five Hundred Seventy One (28,571) shares of Common Stock (an
amount equal to Ten Thousand Dollars ($10,000) divided by $0.35 per share) under
the Sensor System Solutions, Inc. Placement Agent Agreement in connection with
the SEDA.
Securities Purchase Agreement
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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Standby Equity Distribution Agreement, dated as
Exhibit 99.1 of October 6, 2005, by and between the Company and
Cornell Capital Partners, LP Provided herewith
Exhibit 99.2 Warrant, dated as of October 6, 2005, issued by the
Company to Cornell Capital Partners, LP Provided herewith
Securities Purchase Agreement, dated as of October 6,
Exhibit 99.3 2005, by and between the Company and Cornell Capital
Partners, LP Provided herewith
Investor Registration Rights Agreement, dated as of
Exhibit 99.4 October 6, 2005, by and between the Company and Cornell
Capital Partners, LP Provided herewith
Escrow Agreement, dated as of October 6, 2005, by and
Exhibit 99.5 among the Company, Cornell Capital Partners, LP and Provided herewith
David Gonzalez, Esq., as escrow agent
Security Agreeement, dated as of October 6, 2005, by and
Exhibit 99.6 between the Company and Cornell Capital Partners, LP Provided herewith
Insider Pledge and Escrow Agreement, dated as of October
Exhibit 99.7 6, 2005, by and among the Company, Cornell Capital Provided herewith
Partners, LP and David Gonzalez, Esq., as escrow agent
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Exhibit Description Location
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Irrevocable Transfer Agent Instructions, dated as of
Exhibit 99.8 October 6, 2005, by and among the Company, David Provided herewith
Gonzalez, Esq. and Worldwide Stock Transfer, LLC
Sensor System Solutions, Inc. Placement Agent Agreement,
Exhibit 99.9 dated as of October 6, 2005, by and among the Company,
Cornell Capital Partners, LP and Monitor Capital, Inc., Provided herewith
as placement agent
Secured Convertible Debenture, dated October 6, 2005,
Exhibit 99.10 issued by the Company to Cornell Capital Partners, LP Provided herewith
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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: October 12, 2005 SENSOR SYSTEM SOLUTIONS
By: /s/ Michael Young
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Name: Michael Young
Title: Chief Executive Officer
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