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Florida
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04-3253298
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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Proposed Maximum
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Proposed Maximum
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|||||||||||||||
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Title of Securities
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Amount to be
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Offering Price
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Aggregate Offering
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Amount of
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||||||||||||
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to be Registered
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Registered
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Per Share(6)
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Price
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Registration Fee
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||||||||||||
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Common
Stock
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1,000,000 | (1)(5) |
$
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13.15 | (6) |
$
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13,150,000 |
$
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733.77 | |||||||
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Common
Stock
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1,000,000 | (2)(5) |
$
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13.15 | (6) |
$
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13,150,000 |
$
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733.77 | |||||||
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Common
Stock
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750,000 | (3)(5) |
$
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1.25 | (7) |
$
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937,500 |
$
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52.31 | |||||||
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Common
Stock
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20,000 | (4)(5) |
$
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6.70 | (8) |
$
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134,000 |
$
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7.48 | |||||||
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Common
Stock
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9,500 | (4)(5) |
$
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4.51 | (9) |
$
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42,845 |
$
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2.39 | |||||||
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Total
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2,779,500 |
$
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27,414,345 |
$
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1,529.72 | |||||||||||
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(1)
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Shares
of our common stock issuable pursuant to exercise of stock options granted
to eligible employees, directors, officers and consultants of our company
or any of our subsidiaries under the 2008 Omnibus Long Term Incentive
Plan.
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(2)
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Shares
of our common stock issuable pursuant to exercise of stock options
available for grant but not yet granted under the 2008 Omnibus Long Term
Incentive Plan
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(3)
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Shares
of our common stock issuable upon exercise of options granted to officers,
directors and other employees on July 1, 2006 outside of a plan at an
exercise price of $1.25 per share
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(4)
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Shares
of our common stock issuable upon exercise of inducement options granted
to directors and officers in 2007 outside of a plan at the exercise price
of $6.70 per share and $4.51 per
share.
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(5)
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Plus
additional shares of our common stock that may become issuable pursuant to
terms designed to prevent dilution resulting from stock splits, stock
dividends or similar events
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(6)
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The
price is estimated in accordance with Rule 457(h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee,
based on the
average of the high and low prices of
our common stock as reported on the NASDAQ Capital Market on November 27,
2009.
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(7)
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Estimated
in accordance with Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the exercise price of $1.25 per
share.
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(8)
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Estimated
in accordance with Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the exercise price of $6.70 per
share.
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(9)
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Estimated
in accordance with Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the exercise price of $4.51 per
share.
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Item
1.
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Plan
Information
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Item
2.
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Registrant
Information and Employee Plan Annual
Information
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Item
3.
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Incorporation of
Documents by Reference
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(a)
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Our
latest Annual Report on Form 10-K for the year ended December 31, 2008,
filed on March 28, 2009;
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(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the Form
10-K referred to in (a) above, including reports on Form 8-K;
and
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(c)
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The
description of our company's common stock contained in our registration
statement on Form SB- 2 (SEC file number 333-139498),
filed with the SEC on December 19, 2006, including all amendments and
reports for the purpose of updating such
description.
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Item
4.
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Description of
Securities
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Item
5.
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Interests of Named
Experts and Counsel
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Item
6.
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Indemnification of
Directors and Officers
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Item
7.
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Exemption from
Registration Claimed
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Item
8.
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Exhibits
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Item
9.
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Undertakings.
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(a)
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We
hereby undertake:
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1.
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration
Fee" table in the effective registration
statement.
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided, however, that
paragraphs (a)1(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S- 8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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2.
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
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3.
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b)
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We
hereby undertake that, for purposes of determining any liability under the
Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering
thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is
against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by our company of expenses incurred or
paid by a director, officer or controlling person of our company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, our company will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us
is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such
issue.
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CHINA FIRE & SECURITY
GROUP, INC.
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/s/ Brian Lin
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Brian
Lin
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Chief
Executive Officer
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Signature
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Title
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Date
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||
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/s/ Gangjin Li
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Chairman
of the Board
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December
1, 2009
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||
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Gangjin
Li
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||||
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/s/ Brian Lin
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Director
and Chief Executive Officer
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December
1, 2009
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||
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Brian
Lin
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||||
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/s/ Weishe Zhang
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Director
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December
1, 2009
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||
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Weishe
Zhang
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||||
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/s/ Albert McClelland
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Director
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December
1, 2009
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||
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Albert
McClelland
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Exhibit
Number
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Exhibit
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4.1
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2008
Omnibus Long Term Incentive Plan
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4.2
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Form
Stock Option Agreement (used
in the grant of options prior to our going public
transaction)
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5.1
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Opinion
of Icard, Merrill, Cullis, Timm, Furen & Ginsburg,
P.A
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23.1
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Consent
of Icard, Merrill, Cullis, Timm, Furen & Ginsburg, P.A
(included in the opinion filed as Exhibit
5.1)
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