form8k302.htm
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) August
13, 2007
(Exact
name of registrant as specified in its in its charter)
Florida 0-50742 02-0555904
(State
or
other
jurisdiction (Commission (IRS
Employer
of
incorporation) File
Number) Identification
No.)
2100
19th Street,
Sarasota,
FL 34234
(Address
of principal executive
offices) (Zip
Code)
Issuer’s
telephone number including Area Code (941)
330-0336
(Former
name of 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))
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
a. All
of the securities sold were the Company’s Common Stock, no par
value. The amount of securities sold was 235,294 of the Company’s
Common Stock. The dates of such sales were July 21, 2007, July 23,
2007, July 31, 2007 and August 13, 2007.
b. The
Company did not use any underwriters. The class of persons to the
Company sold securities was “Accredited Investors” only as that term is defined
in Reg. 230.506 and Reg. 230.501 as set forth in Regulation D promulgated by
the
Securities and Exchange Commission pursuant to the Securities Act of
1933.
c. All
of the securities were sold for cash the total offering price for which was
$235,294. There were no underwriting discounts or commissions paid in
connection herewith.
d. The
Company claims exemption from registration of these securities pursuant to
Section4(2) of the Securities Act of 1933 and Reg. 230.506 as set forth in
Regulation D promulgated by the Securities and Exchange Commission pursuant
to
the Securities Act of 1933. All of the sales reported herewith were
made in a private placement pursuant to and Reg. 230.506 as set forth in
Regulation D promulgated by the Securities and Exchange Commission pursuant
to
the Securities Act of 1933 and were made only Accredited Investors as that
term
is defined in Reg. 230.506 and Reg. 132.501 as set forth in Regulation D
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933.
After
reasonable inquiry, the Company reasonably believed that all reported
subscribers who were natural persons had either had a net worth, or joint net
worth with that person’s spouse, at the time of purchase that exceeded
$1,000,000 or had an individual income in excess of $200,000 in each of the
two
most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and had a reasonable expectation of reaching
the
same income level in the year of sale and purchase or both. After
reasonable inquiry, the Company reasonably believes that all reported
subscribers that were entities that were not formed for the specific purpose
of
acquiring the securities offered with total assets in excess of $5,000,000,
or
that each equity investor in such entities were natural person that either
had a
net worth, or joint net worth with that person’s spouse, at the time of purchase
that exceeded $1,000,000 or had an individual income in excess of $200,000
in
each of the two most recent years or joint income with that person’s spouse in
excess of $300,000 in each of those years and had a reasonable expectation
of
reaching the same income level in the year of sale and purchase or
both.
None
of
the offers or sales to these subscribers involved any form of general
solicitation or general advertising. Prior to each sale, each of
these subscribers was afforded the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and to obtain
additional information we possessed or could acquire without unreasonable effort
or expense to verify the accuracy of the information provided
them. The Company took reasonable care to insure that the shares of
stock sold to these subscribers could not be resold without registration under
the Securities Act of 1933 or an exemption there from, and that these
subscribers were not underwriters under that Securities Act of 1933, and in
connection there with: (a) made reasonable inquiry to insure that
these subscribers were acquiring the shares of stock for themselves and not
for
any other persons; (b) provided written disclosure to each subscribers that
the
shares of stock had not been registered under the Securities Act of 1933 and
therefore could not be resold unless registered under the Securities Act of
1933
or unless an exemption from registration is available; and (c) placed a
restrictive legend on the shares of stock stating that they had not been
registered under the act and setting forth restrictions on their transferability
and sale. Finally, the Company made reasonable inquiry to insure that
each of these subscribers had such knowledge and experience in financial and
business matters that each subscriber was capable of evaluating the merits
and
risks of investment in the shares of stock and of making an informed investment
decision with respect thereto or had consulted with advisors who possess such
knowledge and experience.
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.
REGISTRANT:
Date:
August 15,
2007 SIGN
MEDIA SYSTEMS, INC.
By: s/s
Antonio F.
Uccello, III
Antonio F. Uccello, III, President
and
Chief Executive Officer