PROSPECTUS SUPPLEMENT Filed Pursuant to Rules 424(b)(3) and 424(c)
(to prospectus dated August 7, 2007) Registration No. 333-130900
[GRAPHIC OMITTED] Electronic Sensor Technology
ELECTRONIC SENSOR TECHNOLOGY, INC.
27,538,695 SHARES OF COMMON STOCK
This document supplements the prospectus dated August 7, 2007 and the
prospectus supplement dated August 20, 2007 relating to the registration of our
common stock under our Registration Statement on Form SB-2 (Registration No.
333-130900). This prospectus supplement is incorporated by reference into the
prospectus.
This prospectus supplement modifies and supersedes the first sentence
under the heading "Description of Securities" in the prospectus dated August 7,
2007 to replace "54,173,745" with "56,756,098".
The remainder of the information in this prospectus supplement
replaces and supersedes the information set forth under the headings "Selling
Security Holders" and "Security Ownership of Certain Beneficial Owners and
Management" in the prospectus dated August 7, 2007.
INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 2 FOR A DISCUSSION OF CERTAIN RISKS THAT YOU SHOULD
CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated October 18, 2007
SELLING SECURITY HOLDERS
Each of the selling security holders obtained beneficial ownership of
the common stock being registered for resale pursuant to this registration
statement in one of the following transactions, as set forth below.
o On February 1, 2005, in a private offering, Electronic
Sensor Technology issued 3,985,000 shares of common stock of
Electronic Sensor Technology and three-year warrants to
purchase 3,985,000 shares of our common stock at an exercise
price of $1.00 per share (units consisting of one share of
common stock and one warrant were sold for $1.00 per unit).
The following selling security holders obtained beneficial
ownership of our common stock through this private offering:
Mark S. Barbara, Bixbie Financial Corp., John J. and Alicia
C. Caufield, Chase Investments, Inc., Crown Capital Partners
SA, Richard Forte, Jeffrey R. Haines, Highgate House Funds,
Ltd., Nathaniel Kramer, Memphis Group, Inc., Jeremy Shaffer
Roenick, Gene Salkind, M.D., Brian Patrick Shanahan and Paul
Tompkins.
o Electronic Sensor Technology issued 130,000 shares of common
stock to CEOcast, Inc. on December 5, 2005, in a private
offering, in exchange for investor relations services valued
at approximately $105,882. CEOcast provides us with investor
relations services valued at approximately $17,500 per
month. We have entered into three short-term consulting
agreements with CEOcast on each of January 17, 2005, July
17, 2005 and October 17, 2005, pursuant to which we agreed
to compensate CEOcast with $7,500 per month, paid in cash,
and CEOcast is compensated for the remainder of the value of
its services with our common stock. The 130,000 shares of
common stock issued to CEOcast represented the compensation
in our shares due to CEOcast under the three consulting
agreements. The number of shares issued to CEOcast was
calculated by determining for each of the nine months of the
contract between us and CEOcast that number of shares that
could be purchased per month at a 15% discount with $10,000.
o On December 5, 2005, in a private offering, Electronic
Sensor Technology issued to HomelandSecurityStocks, a
division of Protect-A-Life, Inc., a warrant to purchase
350,000 shares of common stock at an exercise price of $2.40
per share. HomelandSecurityStocks formerly provided us with
investor relations services. The warrant was issued pursuant
to a Settlement Agreement entered into on October 11, 2005
among HomelandSecurityStocks, Protect-A-Life and Electronic
Sensor Technology. The Settlement Agreement settled a
dispute between HomelandSecurityStocks and Electronic Sensor
Technology resulting from the termination by Electronic
Sensor Technology of a consulting agreement dated February
7, 2005, between HomelandSecurityStocks and Electronic
Sensor Technology. Pursuant to the consulting agreement, we
had engaged HomelandSecurityStocks to provide us with
investor relations and public relations services from
February 9, 2005 through February 9, 2006 for a fee of
$12,000 per month and warrants to purchase 500,000 shares of
common stock at an exercise price of $2.40 per share, to
vest as follows: (i) warrants to purchase 200,000 shares on
February 9, 2005, (ii) warrants to purchase 75,000 shares on
May 9, 2005, (iii) warrants to purchase 75,000 shares on
August 9, 2005, (iv) warrants to purchase 75,000 shares on
November 9, 2005 and (v) warrants to purchase 75,000 shares
on February 8, 2006. Electronic Sensor Technology terminated
the consulting agreement in July 2005.
o In a private offering on December 7, 2005, we issued to
Islandia, L.P. and Midsummer Investment Ltd. an aggregate
principal amount of $7,000,000 of 8% unsecured convertible
debentures due December 7, 2009 that were convertible into
15,404,930 shares of our common stock. At issuance, the
debentures were convertible into common stock at a
conversion price of $0.4544 per share. This price was
calculated based upon 105% of the volume weighted average
price over the 20 trading days preceding the date of
issuance of the debentures. Such conversion price was
subsequently reduced to $0.4000, pursuant to the Forbearance
and Amendment Agreement entered into among Electronic Sensor
Technology, Midsummer and Islandia on September 7, 2006,
which
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consequently increased the shares of common stock issuable
upon conversion of the debentures to 17,500,000. Under
certain circumstances, we have the right, at our option to
pay interest on the debentures with shares of common stock.
In connection with the private offering, we agreed to
register 130% of the common stock into which the debentures
are convertible plus 130% of the common stock that we may
use to pay interest on the debentures. On this registration
statement, we are registering 110% of such shares, or
23,148,482 shares, to facilitate secondary trading by the
holders of the debentures.
o In a private offering on December 7, 2005, we issued to
Montgomery 2006-1 Partnership, a subsidiary of Montgomery &
Co., LLC, a five-year warrant to purchase 485,213 shares of
common stock at an exercise price of $0.4761 per share. This
price was calculated based upon 110% of the volume weighted
average price over the 20 trading days preceding the date of
issuance of the warrant. Montgomery & Co., LLC provided us
with financial advisory services in connection with the
issuance of the 8% unsecured convertible debentures issued
on December 7, 2005 and various other securities, for which
it received $490,000 in addition to the warrant.
The table below sets forth the following information, as of the date
that we received such information from the selling security holder (this
information was received by Electronic Sensor Technology between December 6,
2005 and the date of this prospectus):
o the name of each beneficial owner of the common stock
registered pursuant to this registration statement;
o the number of shares of common stock that each selling
security holder beneficially owns as of such date;
o the number of shares of common stock that may, assuming the
exercise in full of all of the warrants described above and
the conversion in full of all of the debentures described
above, be offered for sale by each selling security holder
from time to time pursuant to this prospectus;
o the number of shares of common stock to be beneficially
owned by each selling security holder assuming the exercise
in full of all of the warrants described above and the
conversion in full of all of the debentures described above,
and the sale of all of the shares of common stock offered
hereby;
o the percentage of common stock to be beneficially owned by
each selling security holder after completion of the
offering, based upon the number of shares of common stock to
be beneficially owned by such selling security holder
(taking into account the assumptions set forth above),
divided by 56,756,098, which represents the total number of
shares of common stock issued and outstanding as of the date
of this prospectus, plus, for such selling security holder,
the number of shares of common stock to be beneficially
owned by such selling security holder; and
o by footnote, any position or office held or other material
relationship with Electronic Sensor Technology or any of its
predecessors or affiliates within the past three years,
other than that of being a shareholder, and details
regarding the transaction in which each selling security
holder acquired beneficial ownership of its common stock.
Of the selling security holders, we understand that Montgomery & Co.
LLC, the parent of Montgomery 2006-1 Partnership, is registered as a
broker-dealer with the NASD, California, Connecticut, Florida, Massachusetts,
Nevada, New York and Washington. Otherwise, to our knowledge, none of the
selling security holders is a broker-dealer or an affiliate of a broker-dealer.
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NUMBER OF SHARES
SHARES OF OF COMMON STOCK SHARES OF COMMON STOCK
COMMON STOCK TO BE OFFERED FOR BENEFICIALLY OWNED AFTER
BENEFICIALLY THE SELLING COMPLETION OF THE OFFERING
OWNED PRIOR SECURITY HOLDER'S -----------------------------
NAME OF SELLING SECURITY HOLDER TO THE OFFERING ACCOUNT NUMBER PERCENTAGE
----------------------------------------- ---------------- ------------------ ---------- ----------------
Mark S. Barbara (1) 50,000 50,000 0 *
Bixbie Financial Corp. (2) 250,000 250,000 0 *
John J. and Alicia C. Caufield (3) 130,000 100,000 30,000 *
CEOcast, Inc. (4) 130,000 130,000 0 *
Chase Investments, Inc. (5) 50,000 50,000 0 *
Crown Capital Partners SA (6) 1,000,000 1,000,000 0 *
Richard Forte (7) 50,000 50,000 0 *
Jeffrey R. Haines 50,000 50,000 0 *
Highgate House Funds, Ltd. (8) 1,000,000 1,000,000 0 *
HomelandSecurityStocks.com, a division of
Protect-A-Life, Inc. (9) 350,000 350,000 0 *
Islandia, L.P. (10) 11,504,524 8,267,315 3,237,209 5.48
Nathaniel Kramer (11) 50,000 50,000 0 *
Memphis Group Inc. (12) 500,000 500,000 0 *
Midsummer Investment Ltd. (13) 20,708,143 14,881,167 5,826,976 9.31
Montgomery 2006-1 Partnership (14) 485,213 485,213 0 *
Jeremy Shaffer Roenick (15) 50,000 50,000 0 *
Gene Salkind, M.D. (16) 200,000 200,000 0 *
Brian Patrick Shanahan 212,500 50,000 162,500 *
Paul Tompkins 25,000 25,000 0 *
|
* Less than 1%.
(1) Mr. Barbara's shares include 25,000 shares of common stock underlying
a warrant exercisable within 60 days of the date of this prospectus.
(2) Alan Meiteen is a beneficial owner of Bixbie Financial Corp.'s shares
by virtue of his position as sole control person of Bixbie Financial
Corp.
(3) The Caufields' shares include 50,000 shares of common stock underlying
a warrant exercisable within 60 days of the date of this prospectus.
(4) Rachel Glicksman and Kenneth D. Sgro are beneficial owners of
CEOcast's shares by virtue of their positions as principal
shareholders of CEOcast, Inc.
(5) Richard Chase is a beneficial owner of Chase Investment, Inc.'s shares
by virtue of his position as sole control person of Chase Investments,
Inc.
(6) Crown Capital Partners SA's shares include 500,000 shares of common
stock underlying a warrant exercisable within 60 days of the date of
this prospectus. John Graham Douglas is a beneficial owner of Crown
Capital Partners' shares by virtue of his position as sole control
person of Crown Capital Partners SA.
(7) Mr. Forte's shares include 25,000 shares of common stock underlying a
warrant exercisable within 60 days of the date of this prospectus.
(8) Highgate House Funds, Ltd.'s shares include 500,000 shares of common
stock underlying a warrant exercisable within 60 days of the date of
this prospectus. Mark Angelo is a beneficial owner of Highgate House
Funds' shares by virtue of his position as Portfolio Manager of
Highgate House Funds, Ltd.
-3-
(9) HomelandSecurityStocks.com's shares include 350,000 shares of common
stock underlying a warrant exercisable within 60 days of the date of
this prospectus. Leon Hamerling and J. Robert Paul are both beneficial
owners of HomelandSecurityStocks' shares by virtue of their collective
ownership of 100% of the outstanding shares of Protect-A-Life.
(10) Islandia, L.P.'s shares include 110% of 6,250,000 shares of common
stock underlying a debenture convertible within 60 days of the date of
this prospectus and shares of common stock that may be used to pay
interest on such debenture. The general partner of Islandia is John
Lang, Inc., a New York Sub-S corporation formed to manage investments.
John Lang, Inc. has sole dispositive power and sole voting power over
all matters not related to director elections. The individuals that
exercise shared dispositive and voting power for John Lang, Inc. are
Richard Berner, President of John Lang, Inc. and Edgar Berner and
Thomas Berner, both Vice-Presidents of John Lang, Inc. By virtue of
these relationships John Lang, Inc., Richard Berner, Edgar Berner and
Thomas Berner may be deemed to have indirect beneficial ownership of
the shares of common stock beneficially owned by Islandia; however,
John Lang, Inc. Richard Berner, Edgar Berner and Thomas Berner
disclaim beneficial ownership of the shares of common stock
beneficially owned by Islandia.
(11) Mr. Kramer's shares include 25,000 shares of common stock underlying a
warrant exercisable within 60 days of the date of this prospectus.
(12) Memphis Group, Inc.'s shares include 250,000 shares of common stock
underlying a warrant exercisable within 60 days of the date of this
prospectus. Jeffrey Shear is a beneficial owner of Memphis Group's
shares by virtue of his position as sole control person of Memphis
Group, Inc.
(13) Midsummer Investment Ltd.'s shares include 110% of 11,250,000 shares
of common stock underlying a debenture convertible within 60 days of
the date of this prospectus and shares of common stock that may be
used to pay interest on such debenture. Midsummer Capital, LLC, a New
York limited liability company, serves as investment advisor to
Midsummer Investment Ltd., a Bermuda company. By reason of such
relationships, Midsummer Capital may be deemed to share dispositive
power over the shares of common stock beneficially owned by Midsummer
Investment. Midsummer Capital disclaims beneficial ownership of such
shares of common stock. Michel A. Amsalem and Scott D. Kaufman are
members of Midsummer Capital. By reason of such relationships, Mr.
Amsalem and Mr. Kaufman may be deemed to share dispositive power over
the shares of common stock stated as beneficially owned by Midsummer
Investment. Mr. Amsalem and Mr. Kaufman disclaim beneficial ownership
of such shares of common stock.
(14) Montgomery 2006-1 Partnership's shares include 485,213 shares of
common stock underlying a warrant exercisable within 60 days of the
date of this prospectus. Montgomery & Co., LLC and Montgomery and
Associates are beneficial owners of Montgomery 2006-1 Partnership's
shares by virtue of Montgomery & Co., LLC's position as a controlling
entity of Montgomery 2006-1 Partnership and Montgomery & Associates's
position as a controlling entity of Montgomery & Co., LLC. George
Montgomery, Michael Montgomery and Brian Bean are beneficial owners of
Montgomery 2006-1 Partnership's shares by virtue of their positions as
control persons of Montgomery & Co. Jamie Montgomery is a beneficial
owner of Montgomery 2006-1 Partnership's shares by virtue of his
positions as both a control person of Montgomery & Co. and sole
control person of Montgomery & Associates.
(15) Mr. Roenick's shares include 25,000 shares of common stock underlying
a warrant exercisable within 60 days of the date of this prospectus.
(16) Dr. Salkind's shares include 100,000 shares of common stock underlying
a warrant exercisable within 60 days of the date of this prospectus.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the date of this
prospectus, concerning our issued and outstanding stock beneficially owned (i)
by each director and each named executive officer of Electronic Sensor
Technology, (ii) by all directors and executive officers of Electronic Sensor
Technology as a group and (iii) by each shareholder known by Electronic Sensor
Technology to be the beneficial owner of more than 5% of the outstanding common
stock. The information regarding beneficial owners of 5% or more of our common
stock was gathered by us from the filings made by such owners with the SEC or
from other sources. Shares that may be acquired within 60 days are treated as
outstanding for purposes of determining the amount and percentage beneficially
owned.
AMOUNT AND NATURE OF
NAME AND ADDRESS (1) BENEFICIAL OWNERSHIP PERCENTAGE OF
TITLE OF CLASS OF BENEFICIAL OWNER (SHARES OF STOCK) CLASS (2)
------------------------- ------------------------------ -------------------- ----------------
Common stock Barry Howe+* 100,000(3) 0.18%
Common stock Philip Yee+ 30,000(4) 0.05%
Common stock Gary Watson+ 262,500(5) 0.46%
Common stock James Frey* 375,000(6) 0.66%
Common stock Teong Lim*++ 5,287,908(7) 9.23%
Common stock Francis Chang*++ 3,998,160(8) 6.99%
Common stock Mike Krishnan* 100,000(9) 0.18%
Common stock James Wilburn* 100,000(10) 0.18%
Common stock Michel Amsalem* 0(11) 0.00%
Common stock Lewis Larson* 50,000(12) 0.09%
Common stock Land & General Berhad++ 9,948,801(13) 17.43%
Common stock L&G Resources (1994), Inc.++ 9,948,801(13) 17.43%
Common stock 3 Springs, LLC++ 3,853,160 6.79%
Common stock TC Lim, LLC++ 5,167,908 9.11%
Common stock Midsummer Investment Ltd.++ 20,708,143(14) 27.32%
Common stock Islandia L.P.++ 11,504,524(15) 17.08%
Common stock All directors and named
executive officers as a group 10,303,568(16) 17.54%
|
* Director
-5-
+ Named executive officer
++5% or more beneficial owner
(1) The address of each director, named executive officer, 3 Springs, LLC
and TC Lim, LLC is c/o Electronic Sensor Technology, Inc., 1077 Business Center
Circle, Newbury Park, California 91320. The address of Midsummer Investment Ltd.
and Islandia L.P. is 295 Madison Avenue, 38th Floor, New York, New York 10017.
The address of each of L&G Resources (1994), Inc. and Land & General Berhad is 7
Persiaran Dagang, Bandar Sri Damansara, Kuala Lumpur, Malaysia 52200. The
address of Edward Staples is 739 Parmenter Court, Thousand Oaks, California
91362.
(2) These percentages are calculated based upon the total amount of
outstanding shares of common stock beneficially owned by each person or group,
including shares of common stock that person or group has the right to acquire
within 60 days pursuant to options, warrants, conversion privileges or other
rights, divided by 56,756,098, which represents the total number of shares of
common stock issued and outstanding as of the date of this prospectus, plus, for
each person or group, any shares of common stock that person or group has the
right to acquire within 60 days pursuant to options, warrants, conversion
privileges or other rights.
(3) Includes 100,000 shares of common stock underlying an option
exercisable within 60 days of the date of this prospectus.
(4) Includes 30,000 shares of common stock underlying an option
exercisable within 60 days of the date of this prospectus.
(5) Includes 262,500 shares of common stock underlying options exercisable
within 60 days of the date of this prospectus.
(6) Includes 375,000 shares of common stock underlying options exercisable
within 60 days of the date of this prospectus.
(7) Includes 120,000 shares of common stock underlying options exercisable
within 60 days of the date of this prospectus, and 438,796 shares of common
stock underlying warrants exercisable within 60 days of the date of this
prospectus and 4,729,112 shares of common stock held by TC Lim, LLC and
beneficially owned by Dr. Lim by virtue of his position as sole member of TC
Lim, LLC.
(8) Includes 145,000 shares of common stock underlying options exercisable
within 60 days of the date of this prospectus, and 257,247 shares of common
stock underlying warrants exercisable within 60 days of the date of this
prospectus and 3,595,913 shares of common stock held by 3 Springs, LLC and
beneficially owned by Mr. Chang by virtue of his position as sole member of 3
Springs, LLC.
(9) Includes 100,000 shares of common stock underlying an option
exercisable within 60 days of the date of this prospectus. Mr. Krishnan is the
Managing Director of Land & General Berhad and President of L&G Resources
(1994), Inc., a wholly owned subsidiary of Land & General Berhad. By virtue of
his position, Mr. Krishnan may be deemed to share dispositive power over the
common stock beneficially owned by Land & General Berhad and L&G Resources
(1994), Inc. Mr. Krishnan is one of six directors on the Board of Directors of
Land & General Berhad and the Board of Directors of Land & General Berhad makes
the ultimate voting and investment decisions with respect to the common stock.
Mr. Krishnan disclaims beneficial ownership of such shares of common stock.
(10) Includes 100,000 shares of common stock underlying an option
exercisable within 60 days of the date of this prospectus.
(11) Mr. Amsalem is a member of Midsummer Capital, LLC, a New York limited
liability company, which serves as investment advisor to Midsummer Investment
Ltd., a Bermuda company. By virtue of his position, Mr. Amsalem may be deemed to
share dispositive power over the common stock beneficially owned by Midsummer
-6-
Investment Ltd. Midsummer Capital disclaims beneficial ownership of such shares
of common stock and Mr. Amsalem disclaims beneficial ownership of such shares of
common stock.
(12) Includes 50,000 shares of common stock underlying an option
exercisable within 60 days of the date of this prospectus.
(13) Includes 9,632,534 shares of common stock and 316,267 shares of common
stock underlying a warrant exercisable within 60 days of the date of this
prospectus held by L&G Resources (1994), Inc., a wholly-owned subsidiary of Land
& General Berhad, of which Land & General Berhad is a beneficial owner. Mike
Krishnan is President of L&G Resources (1994), Inc. and Managing Director of
Land & General Berhad. By reason of such relationships, Mr. Krishnan may be
deemed to share dispositive power over the shares of common stock beneficially
owned by L&G Resources (1994), Inc. Mr. Krishnan expressly disclaims beneficial
ownership as Mr. Krishnan is one of six directors on the Board of Directors of
Land & General Berhad and the Board of Directors of Land & General Berhad makes
the ultimate voting and investment decisions with respect to the common stock.
(14) Includes 11,250,000 shares of common stock underlying a debenture
convertible within 60 days of the date of this prospectus, 7,798,059 shares of
common stock underlying a warrant exercisable within 60 days of the date of this
prospectus and 1,660,084 shares of common stock issued as interest on the
debenture. The conversion of the debenture and exercise of the warrant is
contractually capped such that such conversion or exercise, as applicable, shall
not cause Midsummer's beneficial ownership to exceed 4.99%, unless waived by
Midsummer, and in no event to exceed 9.99% (without giving effect to shares of
common stock underlying any unconverted portion of the debenture or unexercised
portion of the warrant). Midsummer Capital, LLC, a New York limited liability
company, serves as investment advisor to Midsummer Investment Ltd., a Bermuda
company. By reason of such relationships, Midsummer Capital may be deemed to
share dispositive power over the shares of common stock beneficially owned by
Midsummer Investment. Midsummer Capital disclaims beneficial ownership of such
shares of common stock. Michel A. Amsalem and Scott D. Kaufman are members of
Midsummer Capital. By reason of such relationships, Mr. Amsalem and Mr. Kaufman
may be deemed to share dispositive power over the shares of common stock stated
as beneficially owned by Midsummer Investment. Mr. Amsalem and Mr. Kaufman
disclaim beneficial ownership of such shares of common stock.
(15) Includes 6,250,000 shares of common stock underlying a debenture
convertible within 60 days of the date of this prospectus, 4,332,255 shares of
common stock underlying a warrant exercisable within 60 days of the date of this
prospectus and 992,269 shares of common stock issued as interest on the
debenture. The conversion of the debenture and exercise of the warrant is
contractually capped such that such conversion or exercise, as applicable, shall
not cause Islandia's beneficial ownership to exceed 4.99%, unless waived by
Islandia, and in no event to exceed 9.99% (without giving effect to shares of
common stock underlying any unconverted portion of the debenture or unexercised
portion of the warrant). The general partner of Islandia is John Lang, Inc., a
New York Sub-S corporation formed to manage investments. John Lang, Inc. has
sole dispositive power and sole voting power over all matters not related to
director elections. The individuals that exercise shared dispositive and voting
power for John Lang, Inc. are Richard Berner, President of John Lang, Inc. and
Edgar Berner and Thomas Berner, both Vice-Presidents of John Lang, Inc. By
virtue of these relationships John Lang, Inc., Richard Berner, Edgar Berner and
Thomas Berner may be deemed to have indirect beneficial ownership of the shares
of common stock beneficially owned by Islandia; however, John Lang, Inc. Richard
Berner, Edgar Berner and Thomas Berner disclaim beneficial ownership of the
shares of common stock beneficially owned by Islandia.
(16) Includes 1,282,500 shares of common stock underlying options
exercisable within 60 days of the date of this prospectus and 696,043 shares of
common stock underlying warrants exercisable within 60 days of the date of this
prospectus, as well as 3,595,913 shares of common stock held by 3 Springs, LLC
and 4,729,112 shares of common stock held by TC Lim, LLC.
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