- Current report filing (8-K)
March 18 2011 - 4:23PM
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):
March 3,
2011
VISCOUNT SYSTEMS,
INC.
(Exact name of registrant as specified in its
charter)
000-49746
(Commission File Number)
Nevada
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88-0498181
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(State or other jurisdiction
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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4585 Tillicum Street, Burnaby, British Columbia, Canada
V5J 5K9
(Address of principal executive offices) (Zip Code)
(604) 327-9446
Issuers telephone number
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 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 3.02 Unregistered Sale of Equity Securities.
On March 3, 2011, Viscount Systems, Inc. completed a private
placement of 3,650,000 units at a price of $0.15 per unit for total proceeds of
$547,500. Each unit consists of one common share and one share purchase warrant
of Viscount, with each warrant exercisable to acquire an additional share of
Viscount at a price of $0.24 for a period of 5 years from the closing date.
The securities were sold to US persons pursuant to Rule 506 of
Regulation D and to non-US persons pursuant to Regulation S under the United
States
Securities Act of 1933
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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.
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Viscount Systems, Inc.
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Date
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March
18, 2011
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(Registrant)
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/s/
Stephen Pineau
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Stephen Pineau, President
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Viscount Systems (CE) (USOTC:VSYS)
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