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 2, 2010
ALLIED
SECURITY INNOVATIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26604
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23-2770048
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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1709
Route 34, Suite 2
Farmingdale,
New Jersey 08750
(Address
of principal executive offices)
(732)
359-0260
(Registrant's
telephone number, including area code)
1709
Route 34, Suite 2
Farmingdale,
New Jersey 08750
(Former
name or address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11
th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On March
2, 2010, Allied Security Innovations, Inc. (the “Company”) entered into a
rescission agreement (the “Rescission Agreement”) with each of AJW Partners,
LLC, AJW Master Fund, Ltd., New Millenium Capital Partners II, LLC and AJW
Offshore, Ltd. as holders (the “Holders”) of the Company’s Callable Secured
Convertible Notes (the “Notes”). Under the terms of the Rescission
Agreement, the parties agreed to rescind a recapitalization agreement dated May
16, 2008 among the Company and the Holders (the “Recapitalization Agreement”).
Under the Recapitalization Agreement, certain convertible debt securities
previously held by the Holders (the “Old Notes”) were exchanged for the
Notes.
Under the
Rescission Agreement, the Notes are deemed void ab initio as if they were never
issued by the Company to the Holders and the Old Notes were returned to the
Holders as if they had never been exchanged for the Notes pursuant to the
Recapitalization Agreement. As a result of the rescission, the
Company is able to reduce its long term liabilities by approximately
$8,000,000.00.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
Not
applicable.
(b)
Pro forma financial information.
Not
applicable.
(c)
Exhibits
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Exhibit
Number
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Description
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10.1
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Rescission
Agreement dated March 2, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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Allied
Security Innovations Inc.
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March
4, 2010
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By:
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/s/
Michael
Pellegrino
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Michael
Pellegrino
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Chief
Financial Officer
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