UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) May
30, 2007
VECTr
SYSTEMS INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
000-52412
(Commission
File Number)
20-2437159
(IRS
Employer Identification No.)
252
N. Washington Street, Falls Church, VA 22046
(Address
of principal executive offices and Zip Code)
800-661-7830
(Registrant's
telephone number, including area code)
N/A
(Former
name or 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:
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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
June
3, 2007 we entered into an Agreement with S.G. Martin Securities LLC whereby
we
have retained S.G. Martin Securities LLC to serve as our non-exclusive
investment banker for a term of 12 months. Pursuant to the agreement we are
required to pay to S.G. Martin Securities LLC a non-refundable retainer of
$5,000 and issue 50,000 common shares.
Item
3.02
Unregistered Sales of Equity Securities
On
May
21, 2007, our board of directors granted 2,175,000 incentive stock options
to an
aggregate of 11 directors, officers, consultants and employees of our Company,
all at an exercise price of $0.25.
On
May
30, 2007, our board of directors granted 2,845,000 incentive stock options
to an
aggregate of 16 directors, officers, consultants and employees of our company.
Of the aggregate total granted, 2,375,000 options were granted at an exercise
price of $1.10 and the balance of 470,000 options were granted at an exercise
price of $1.00.
All
of
the options were granted pursuant to our newly adopted 2007 Stock Option Plan
and vest in four installments, with the first installment of 25% vesting at
the
date of grant, the second installment of 25% vesting November 30, 2007, the
third installment of 25% vesting May 30, 2008 and the last installment of 25%
vesting November 30, 2008.
Of
the 16
people to whom these options were granted, 11 are not U.S. persons (as that
term
is defined in Regulation S of the Securities Act of 1933) who perform services
for our company outside of the United States and 5 are U.S. persons who perform
services for our company both inside of and outside of the United States. In
issuing the options granted to the 11 non-U.S. persons, we relied on the
exemption from registration provided by Regulation S and/or Section 4(2) of
the
Securities Act of 1933. In grating the options issued to the eight U.S. persons,
we relied on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
On
June
3, 2007 we issued 50,000 common shares to S.G. Martin Securities LLC pursuant
to
a consulting agreement dated June 3, 2007. The copy of the agreement is attached
to this Current Report as Exhibit 10.1. We issued these securities to one U.S.
person in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.
Item
8.01
Other Events
On
May
21, 2007, our board of directors adopted our 2007 Stock Option Plan. Under
2007
Stock Option Plan, options to acquire common shares and issuance of common
shares underlying options may be made to directors, officers, consultants and
employees of our company. A total of 6,000,000 common shares may be issued
under
2007 Stock Option Plan.
On
May
21, 2007, our board of directors granted 2,175,000 incentive stock options
to an
aggregate of 11 directors, officers, consultants and employees of our Company,
all at an exercise price of $0.25. Included in these grants are the grant of
250,000 options to our President, Robert Knight, and the grant of 1,500,000
options to our General Manager, Herbert Lustig.
On
May
30, 2007, our board of directors granted 2,845,000
incentive
stock options to an aggregate of 16 directors, officers, consultants and
employees of our Company. Included in these grants are: (i) the grant of 100,000
options to directors Richard Brown and Randle Barrington-Foot at an exercise
price of $1.10, (ii) the grant of 1,500,000 options to our General Manager,
Herbert Lustig, at an exercise price of $1.10, (iii) the grant of 350,000
options to our President, Robert Knight, at an exercise price of $1.10. Of
the
aggregate total granted, 2,375,000 options were granted at an exercise price
of
$1.10 and the balance of 470,000 options were granted at an exercise price
of
$1.00.
All
of
the options were granted pursuant to our newly adopted 2007 Stock Option Plan
and vest in four installments, with the first installment of 25% vesting at
the
date of grant, the second installment of 25% vesting November 30, 2007, the
third installment of 25% vesting May 30, 2008 and the last installment of 25%
vesting November 30, 2008.
Of
the 16
people to whom these options were granted, 11 are not U.S. persons (as that
term
is defined in Regulation S of the Securities Act of 1933) who perform services
for our company outside of the United States and 5 are U.S. persons who perform
services for our company both inside of and outside of the United States. In
issuing the options granted to the 11 non-U.S. persons, we relied on the
exemption from registration provided by Regulation S and/or Section 4(2) of
the
Securities Act of 1933. In grating the options issued to the eight U.S. persons,
we relied on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
Item
9.01
Financial Statements and Exhibits
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10.1
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Agreement
dated June 3, 2007 between our company and S.G. Martin Securities
LLC*
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2007
Stock Option Plan*
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*Previously
filed in Form 8-K on June 11, 2007.
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.
VECTr
SYSTEMS INC.
/s/
Robert Knight
Robert
Knight
President
and Director
Date:
August 24, 2007