UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 29, 2007 (October 25, 2007)
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-50917 | 98-0509431 |
(State of Incorporation) | (Commission File No.) | (IRS Employer ID No.) |
13/F, Shenzhen
Special Zone Press Tower, Shennan Road |
(Address of Principal Executive Offices) |
(86) 755-83510888 |
Registrants Telephone Number, Including Area Code: |
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 (see General Instruction A.2. below):
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure off
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. On October 25, 2007, Jianguo Jiang and Linfeng Xiong resigned
from the Board of Directors (the "Board") of China Security & Surveillance
Technology, Inc. (the "Company") and the remaining directors of the Company
elected Peter Mak and Robert Shiver (the "New Directors") as directors of the
Company to fill the vacancies created by such resignations, each to serve on the
Board as an "independent director" as defined by the applicable rules and
regulations of the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange (the "NYSE"). Mr. Jiang and Mr. Xiongs resignations are not
in connection with any known disagreement with the Company on any matter. A copy
of the press release announcing such resignations and elections is attached to
this report as Exhibit 99.1. Thereafter, the entire Board, including the New Directors,
determined that Mr. Mak possesses accounting or related financial management
experience that qualifies him as financially sophisticated within the meaning of
the rules and regulations of the NYSE and determined that he is an "audit
committee financial expert" as defined by the rules and regulations of the SEC.
On October 25, 2007, the Company entered into separate
Independent Directors Contracts and Indemnification Agreements with each of the
New Directors. Under the terms of the Independent Directors Contracts, Mr. Mak
is entitled to $10,000 a month and certain number of shares of the Companys
common stock with a total value of $120,000 each year pursuant to the terms and
conditions of the Companys 2007 equity incentive plan, and Mr. Shiver is
entitled to $50,000 per year and certain number of shares of the Companys
common stock with a total value of $150,000 each year pursuant to the terms and
conditions of the Companys 2007 equity incentive plan as compensation for the
services to be provided by them as directors, and as chairpersons and members of
various board committees, as applicable. Under the terms of the Indemnification
Agreements, the Company agreed to indemnify the New Directors against expenses,
judgments, fines, penalties or other amounts actually and reasonably incurred by
the New Directors in connection with any proceeding if the New Director acted in
good faith and in the best interests of the Company. The foregoing description does not purport to be a complete
statement of the New Directors and the Companys rights and obligations under
the Independent Directors Contracts and the Indemnification Agreements, or a
complete explanation of the material terms thereof. The foregoing description is
qualified in its entirety by reference to the provisions of the agreements
attached to this report as Exhibits 10.1 through 10.4. Peter Mak. Mr. Mak became the Companys director on
October 25, 2007 and is currently the Managing Director of Venfund Investment, a
China-focused private equity investment and financial advisory firm incorporated
in Shenzhen, China which he co-founded in late 2001. Mr. Mak has served as the
CFO of New Dragon Asian Corporation since 2004. Prior to that, Mr. Mak spent 17
years at Arthur Andersen Worldwide where he was a firm partner and served as the
managing partner of Arthur Andersen Southern China in his last position with the
firm. Mr. Mak serves as an independent non-executive director and audit
committee chairman of Trina Solar Limited, China GrenTech Corp., Dragon
Pharmaceutical Inc. and Network CN Inc., all of which are companies listed in
the U.S. Robert Shiver. Mr. Shiver became the Companys
director on October 25, 2007 and has over thirty years of experience in the
security and communications solutions field. Mr. Shiver currently serves as a
Managing Director of TC Energy Holdings LLC, a private company dedicated to
providing state-of-the-art energy and security services to industrial,
commercial and residential clients. He also serves as Chairman and CEO of Aerwav
Holdings, Inc., a holding company organized to purchase companies in the global
security and wireless industries. From 2003-2006, Mr. Shiver served as Chairman
and CEO of Aerwav Integration Services, Inc., a critical communications
service provider specializing in web-based integrated security and
communications solutions for commercial clients. From 1997-2002, he served as
Chairman, President and CEO of Securicor Wireless Holdings (formerly Intek
Global Corp.), a wholly-owned subsidiary of U.K.-based Securicor, that provides
spectrum-efficient wireless technology, products and services to the global
communications marketplace.
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There are no arrangements or understandings between any of
the New Directors and any other persons pursuant to which they were selected as
directors. There are no transactions between the Company and any of the New
Directors that would require disclosure under Item 404(a) of Regulation S-K. Item 5.05. Amendments to the
Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics. On October 25, 2007, the Board amended and restated its
current code of ethics (the "Code of Ethics") so that it conforms to the rules
and regulations of the NYSE. The Code of Ethics applies to all of the Companys
directors, officers and employees, including its principal executive officer,
principal financial officer, and principal accounting officer. The Code of
Ethics will serve as the Companys "code of ethics" (as defined in Item 406(b)
of Regulation S-K). The Code of Ethics addresses, among other things, honesty and
ethical conduct, conflicts of interest, compliance with laws, regulations and
policies, confidentiality, and reporting of violations of the code. A copy of
the Code of Ethics is attached to this report as Exhibit 14.1 and is
incorporated herein by reference. The Code of Ethics will also be posted on the
corporate governance page of the Companys website at http://www.csst.com as
soon as practicable. Item 8.01. Other Events. On October 25, 2007, the Board established an Audit
Committee, a Nominating and Governance Committee and a Compensation Committee
and appointed the New Directors elected above and the Companys other
independent director, Runshen Li, to each committee. Mr. Mak was appointed as
the Chairman of the Audit Committee, Mr. Shiver was appointed as the Chairman of
the Compensation Committee and Mr. Li was appointed as the Chairman of the
Nominating and Governance Committee. Copies of the Audit Committee Charter, the
Nominating and Governance Committee Charter and the Compensation Committee
Charter are attached to this report as Exhibits 99.2, 99.3 and 99.4,
respectively, and are incorporated herein by reference. Each committee charter
will also be posted on the corporate governance page of the Companys website at
http://www.csst.com as soon as practicable. Item 9.01. Financial
Statements and Exhibits. (d) Exhibits Exhibit No. Description
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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.
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.
Date: October 29, 2007 |
By: |
/s/ Guoshen Tu |
|
Guoshen Tu | |
|
Chief Executive Officer |
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Exhibit No. Description
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