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): July 31, 2006
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5775 FLATIRON PARKWAY, SUITE 230
BOULDER, COLORADO 80301
(Address of Principal Executive Offices/Zip Code)
(303) 541-1005
(Registrant's telephone number, including area code)
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 ct (17 CFR 240.14d-2(B))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under
the Exchange Act (17 CFR 240.13e-4c))
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On July 31, 2006, Patron Systems, Inc. (the "Registrant"), filed with the
Delaware Secretary of State a Certificate of Amendment of Second Amended and
Restated Certificate of Incorporation of Patron Systems, Inc. ("Certificate of
Amendment"), effectuating a 1-for-30 reverse split of the Registrant's
outstanding shares of common stock and the automatic conversion of the
outstanding shares of the Registrant's Series A-1 Convertible Preferred Stock
("Series A-1 Stock"). The automatic conversion of the outstanding shares of
Series A-1 Stock resulted in a change in control of the Registrant.
As a result of the reverse split, the Registrant's common stockholders are
entitled to receive 1 share for each 30 shares of the Registrant's common stock
previously held. The Registrant will not issue any fractional shares in
connection with the reverse split. Holders of the Registrant's common stock who
would otherwise be entitled to a fraction of a share as a result of the reverse
split (based on their aggregate holdings) will receive, in lieu of such
fractional share, one whole share of the Registrant's common stock.
Pursuant to the Registrant's creditor and claimant liabilities
restructuring program, debts, claims and other liabilities totaling $29,592,756
were settled for 36,990,946 shares of Series A-1 Stock, at a rate of $0.80 per
share of Series A-1 Stock. Upon the filing of the Certificate of Amendment, the
outstanding shares of Series A-1 Stock automatically converted into 12,330,355
shares of the Registrant's common stock, representing approximately 85.3% of the
outstanding shares of the Registrant's common stock.
The Registrant is not aware of any other arrangements which may result in a
change in control of the Registrant.
On August 3, 2006, the Registrant issued a press release announcing the
effectiveness of the Registrant's reverse split and the new ticker symbol of the
Registrant. The foregoing release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
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(b) Pro forma financial information. Not applicable.
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(c) Shell Company Transactions. Not applicable.
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(d) Exhibits.
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99.1 Press Release issued by the Registrant on August 3, 2006.
SIGNATURE
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.
PATRON SYSTEMS, INC.
Date: August 4, 2006 By: /s/ Robert Cross
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Robert Cross
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release issued by the Registrant on August 3,
2006.