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 Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2015

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

Nevada	000-49746	88-0498181
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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

Registrant’s telephone number, including area code: (604) 327-9446

(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 to 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 9, 2015, in connection with a proposed financing for Viscount Systems, Inc. (the “Company”), each of Dennis Raefield, George Eli Birnbaum and Robert Liscouski resigned as directors of the Company. Messrs. Raefield and Liscouski indicated that their resignations were directly related to the proposed financing since they could not vote to approve the financing. Attached as Exhibit 17.1 are the correspondence with each of the directors relating to their resignations.

On November 9, 2015, Craig Nemiroff was appointed as a director of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

17.1 Correspondence on Departures of Directors

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.

Dated: November 16, 2015

VISCOUNT SYSTEMS, INC.

	By:	/s/ Scott Sieracki
		Name: Scott Sieracki
		Title: Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description

17.1	Correspondence on Departures of Directors

Ned -

I too am dissatisfied with the course our latest financing has taken. I cannot in good conscience agree to financing that destroys common shareholder value. A “No” vote on the proposed terms closes off the company’s desperate need of cash, but a “Yes” vote basically puts the assets of the company at high risk for the benefit of preferred shareholders.

I cannot give my consent to the proposed resolution so I am resigning to not stand in the way of the employees’ ability to survive, even though the cost seems high. My best wishes are with the remaining Directors, employees, and Scott to turn this around and return the company to value.

I have enjoyed working with the other directors, and especially with you, Ned, and your willingness to devote an inordinate amount of time and energy to make Viscount a success. You are in good hands with Scott, since what we need is revenue. If anyone can make this grow, it is Scott.

I will remain available to Scott as an unpaid advisor whenever he needs help. That will be his call.

I take this moment to remind the remaining Directors that my employment agreement requires the company to maintain D&O insurance for three years after my termination. If the company ceases to exist, you should purchase a D&O tail policy to protect all Directors and Officers with your last cash, since one tail policy will protect everyone.

Best to you all.

Dennis Raefield

Ned -

In light of the financing proposed by Jim Cacioppo and Jeff Arens and the demand requesting my resignation post signing of the Board Consent, I am resigning effective 9 November 2015. I do not desire to hold up the company’s opportunity to acquire more financing for its operations, but, I am not going to sign the Consent form only to immediately resign my position, hence I am submitting it without signing the Consent. I understand the company needs more working capital, but I believe the amount of working capital offered by this financing isn’t sufficient and the terms aren’t favorable to the company, however, it is clearly the only alternative at the present time.

I have enjoyed working with you, the other directors and the executive team and wish you continued success.

Best regards,

Bob