- Current report filing (8-K)
July 02 2009 - 3:42PM
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) June 29, 2009
ELECTRONIC SENSOR TECHNOLOGY, INC.
(Exact Name of the Registrant as Specified in Charter)
Nevada 000-51859 98-0372780
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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1077 Business Center Circle, Newbury Park, California 91320
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (805) 480-1994
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 a Material Definitive Agreement.
On June 29, 2009, Electronic Sensor Technology, Inc. (the "Registrant") entered
into a letter agreement with Midsummer Investment, Ltd. ("Midsummer") and
Islandia L.P. ("Islandia"), pursuant to which, the Registrant agreed to issue
3,899,030 shares of common stock of the Registrant, par value $0.001 ("Common
Stock"), to Midsummer and 2,166,128 shares of Common Stock to Islandia in
exchange for the termination and cancellation of the Warrants issued by the
Registrant to each of Midsummer and Islandia on December 7, 2005. The letter
agreement also provides for the termination of all existing agreements among the
Registrant, Midsummer and Islandia, as more fully described in Item 1.02 hereto
and which description is hereby incorporated by reference in this Item 1.01.
A copy of the letter agreement among the Registrant, Midsummer and Islandia is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Pursuant to the terms of the letter agreement among the Registrant, Midsummer
and Islandia, as more fully described in Item 1.01 hereto and which description
is hereby incorporated by reference in this Item 1.02, upon the issuances of the
shares of Common Stock to Midsummer and Islandia all existing agreements among
the Registrant, Midsummer and Islandia shall be terminated.
Item 3.02 Unregistered Sales of Equity Securities.
The issuances of the shares of Common Stock to Midsummer and Islandia will be
unregistered. Such issuances will be made in reliance upon the exemption set
forth in Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis
that the exchange offer constituted an exchange with the Registrant's existing
shareholders and no commission or other remuneration was paid or given directly
or indirectly to any party for soliciting such exchange.
The disclosures in Item 1.01 hereto are incorporated into this Item 3.02 by
reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Letter agreement dated June 29, 2009, among the Registrant,
Midsummer and Islandia.
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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.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: July 2, 2009 By: /s/ Philip Yee
-------------------------------
Name: Philip Yee
Title: Secretary, Treasurer and
Chief Financial Officer
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