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): October 9, 2009
ARGYLE SECURITY,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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000-51639
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20-3101079
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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12903 Delivery Drive
San
Antonio, TX
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78247
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(210) 495-5245
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(Former name or former address if changed since last report.)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
Argyle Security, Inc.
(the “Company”) previously reported on a Current Report on Form 8-K
dated October 1, 2009, that by a written consent dated October 1,
2009 (the “Stockholder Consent”), the holders of a majority of the
issued and outstanding shares of the Company’s common stock, $.0001 par
value, and the Company’s
Series B Convertible Preferred Stock, $.0001 par value per share, voting
together as a class, on an as-converted basis, approved the following actions
(collectively, the “Stockholder Consent Actions”):
(A) The amendment
and restatement of the Company’s Bylaws; and
(B) The
appointment and election of James Read, Robert Davies, Mark Evers, Shawn St.
Jean, Bradley Jay, Bal Johal, Luke Jones and Ian Wallis to fill eight
(8) newly created directorships in the Board created by the increase in
the number of directors constituting the entire Board from six (6) to
fourteen (14).
Effective
October 12, 2009, each of Lloyd E. Campbell, John “Chip” Smith
and General Wesley K. Clark resigned as a director of the Company. At the time
of his resignation, Mr. Campbell served as Chairman of the Corporate
Governance and Nominating Committee and as a member of the Audit and the
Compensation Committees of the Board of Directors of the Company,
Mr. Smith served as Chairman of the Compensation Committee and as a member
of the Audit and the Corporate Governance and Nominating Committees of the
Board of Directors of the Company, and Gen. Clark served as a member of the
Compensation Committee of the Board of Directors of the Company.
The Company wants to thank General Clark, Mr. Smith and Mr. Campbell for
their exceptional service as directors over the past several years.
By resolutions duly
adopted by the Company’s Board of Directors, effective October 13,
2009, (i) each of Messrs. Bal Johal, Ian Wallis, Luke Jones and Bradley
Jay resigned as a director of the Company, (ii) the number of directors
constituting the entire Board of Directors was reduced from
fourteen (14) to seven (7) and (iii) the following persons remained as directors of
the Company for the terms set forth opposite such person’s name:
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Name
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Appointed to the Class of Directors
With Term to Expire at the
Annual Meeting of Stockholders to be Held in:
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Bob Marbut
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2010
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Ron Chaimovski
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2010
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Dean H. Blythe
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2010
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Shawn St. Jean
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2011
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Mark Evers
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2011
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James Read
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2012
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Robert Davies
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2012
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A copy of the press release announcing
the forgoing is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
Dismissal of Pending Actions in
Delaware Chancery Court
By resolutions duly
adopted by the six incumbent board members of the Company as of October 9,
2009, the six incumbent directors confirmed and ratified the Stockholder Consent Actions. As a result of such confirmation
and ratification, on October 13, 2009, Mezzanine Management Fund IV A, L.P.
and Mezzanine Management Fund IV Coinvest ‘A’, L.P. filed a notice with the Delaware Court of Chancery to voluntarily
dismiss, without prejudice, the pending claim under Section 225 of the
Delaware General Corporation Law to hear and confirm the validity of the
Stockholder Consent Actions in amending and restating the
Company’s Bylaws and filling the
eight (8) newly created directorships on the Board and the request for a
status quo order permitting the incumbent directors and management to continue
to manage the Company’s day-to-day operations during the pendency of the
proceeding, but preventing them from taking any corporate actions not conducted
in the ordinary course of business.
2
Distribution of Notice to Shareholders
On or about
October 14, 2009, the Company distributed, to holders of record of the Company’s
outstanding common stock, units consisting of common stock and warrants and Series B Convertible
Preferred Stock (collectively, “Capital Stock”), a Notice to Stockholders pursuant to Section 228
of the Delaware General Corporation Law (the “Notice”). The Notice informed the holders of Capital
Stock of the Stockholder Consent and related Stockholder Consent Actions.
A copy of the Notice
is filed as Exhibit 99.2 hereto and is hereby incorporated by reference
in its entirety into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated October 13, 2009.
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99.2
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Notice to Shareholders dated October 13, 2009.
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