Current Report Filing (8-k)

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): January 26, 2015

VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

000-49746
(Commission File Number)

Nevada	88-0498181
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

4585 Tillicum Street, Burnaby, British Columbia, Canada V5J 5K9
(Address of principal executive offices) (Zip Code)

(604) 327-9446
Issuer’s 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 3.03 Material Modification to Rights of Security Holders.

On January 26, 2015, Viscount Systems, Inc. filed an amendment to the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock (the “Amended Certificate of Designation”) amending certain provisions of the preferred stock designated as “Series A Convertible Redeemable Preferred Stock”. Pursuant to the Amended Certificate of Designation, provisions regarding anti-dilution were amended. The Amended Certificate of Designation was approved by the requisite holders of A Shares.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2015, the Company filed the Amended Certificate of Designation with the Nevada Secretary of State. The Amended Certificate of Designation is attached hereto as Exhibit 4.1 and incorporated herein by reference. The Amended Certificate of Designation became effective upon filing with the Nevada Secretary of State.

Item 9.01 Financial Statements and Exhibits.

4.1	Certificate of Third Amendment to the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc.

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.

			Viscount Systems, Inc.
Date	February 19, 2015		(Registrant)

/s/ Dennis Raefield

Dennis Raefield, President

CERTIFICATE OF THIRD AMENDMENT

TO THE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES

A CONVERTIBLE REDEEMABLE PREFERRED STOCK OF

VISCOUNT SYSTEMS, INC.

Pursuant to NRS 78.1955 – After Issuance of Class or Series

I, Dennis Raefield, President and Chief Executive Officer of Viscount Systems Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby certify the following:

FIRST: The Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock (the “A Shares”) was filed with the Secretary of State of the State of Nevada (the “Secretary”) on June 5, 2012 and Certificates of Amendment to the Certificate of Designation, Preferences and Rights of the A Shares were filed by the Company with the Secretary on October 17, 2012 and on March 21, 2014 (collectively, the “Certificate”).

SECOND: The board of directors of the Company on January 9, 2015 duly adopted the following resolutions further amending the Certificate:

RESOLVED, that the Certificate be further amended as follows:

1.

Subsection5(g)(i) of the Certificate be deleted in its entirety and replaced with the following:

(i)

Other Events. Notwithstanding anything to the contrary provided in this Certificate or elsewhere, if the Company, for a period expiring on the end of the day February 24, 2019, Eastern Standard Time (the first to occur of (ii) and (iii) immediately following hereof shall be referred to as an “Event”):

THIRD: The approval of the holders representing 100% of the issued and outstanding A Shares has been obtained in accordance with NRS 78.1955.

IN WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate and does affirm the foregoing as true this 21^st day of January, 2015.

VISCOUNT SYSTEMS, INC.

By: /s/ Dennis Raefield

Name: Dennis Raefield

Title: President and Chief Executive Officer

Viscount Systems (CE) (USOTC:VSYS)
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