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): April 18, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 18, 2006, Patron Systems, Inc. (the "Registrant") entered into
a Stock Purchase Agreement with Walnut Valley, Inc., pursuant to which the
Registrant sold all of the outstanding shares of LucidLine, Inc., the
Registrant's wholly-owned subsidiary, to Walnut Valley, Inc. in consideration
for a cash payment of $25,000 and the issuance of a Promissory Note in the
principal amount of $25,000 by Walnut Valley in favor of the Registrant.
The Registrant issued a press release announcing its entry into the
Stock Purchase Agreement. A copy of the press release is being furnished as
Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell company transactions. Not applicable
(d) Exhibits.
99.1 Press Release issued by the Registrant on April 24,
2006.
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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: April 24, 2006 By: /s/ Robert Cross
-----------------------------------
Robert Cross
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release issued by the Registrant on April 24, 2006.
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