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): November 05, 2007
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 Act (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
See Item 2.03
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On November 5, 2007, in consideration of funds advanced and to be
advanced to the Registrant in a total amount of $250,000, the Registrant entered
into a Senior Secured Promissory Note (the "Note") in favor of Laidlaw FSP, Inc.
("FSP") in the aggregate principal amount of $250,000. The aggregate amounts
(including the principal and any accrued interest) under the Note are payable by
the Registrant to FSP on demand, with simple interest accruing on any unpaid
principal amount at 10% per annum. The Registrant's obligations under the Note
are secured by senior, first priority liens on all assets of the Registrant
pursuant to a Security Agreement entered into by the Registrant and FSP on
November 5, 2007. Additionally, the Registrant, FSP and Apex Investment Fund V,
L.P., ("Apex"), on November 5, 2007, have entered into a Subordination and
Intercreditor Agreement whereby FSP agreed to become a secured lender to the
Registrant and Apex agreed to subordinate its debt to FSP. As of November 5,
2007, the total principal amount outstanding associated with the Apex secured
promissory notes is $2,221,849.
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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: November 30, 2007 By: /S/ ROBERT CROSS
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Robert Cross
Chairman of the Board of Directors and
Acting Chief Executive Officer
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