UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2006
(October 3, 2006)
WI-TRON, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21931 22-3440510
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
59 LaGrange Street
Raritan, New Jersey 08869
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(Address of Principal Executive Office)
(908) 253-6870
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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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
On October 7, 2006, Wi-Tron, Inc. (the "Company") commenced a private
offering of up to 11,000,000 million Units of its securities to accredited
investors (the "Investors"). Each Unit consists of a share of Common Stock, a
Common Stock Purchase Warrant, exercisable at $.50 per share until November 15,
2007 (the "Warrant"), and a Piggyback Common Stock Purchase Warrant, exercisable
at $1.00 per share until November 15, 2006 (the "Piggyback Warrant"). The
Piggyback warrant will only vest if the Warrant is exercised. The Units proposed
to be offered will not be registered under the Securities Act of 1933, as
amended, (the "Act") and will be offered in reliance upon the exemption from
registration set forth in Section 4(2) and Regulation D, promulgated under the
Act. The Company will not engage any registered broker-dealers as selling
agents.
The Company intends to use the proceeds from the offering to complete its
reorganization, for working capital, and payment of accrued compensation. There
can be no assurance that the Company will complete the offering on the
anticipated terms, or at all. The Company's ability to complete the offering
will depend, among other things, on market conditions. In addition, the
Company's ability to complete this offering and its business are subject to
risks described in the Company's filings with the Securities and Exchange
Commission.
This disclosure does not constitute an offer to sell or the solicitation
of an offer to buy any the Company's securities, nor will there be any sale of
these securities by the Company in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful. The disclosure is being issued pursuant
to and in accordance with Rule 135 of the Act.
Information contained herein may be forward-looking. Forward-looking
statements may differ materially from actual results due to known and unknown
risks, uncertainties and other factors. In addition to statements which
explicitly describe these risks and uncertainties, readers are urged to consider
statements labeled with the terms "believes", "belief", "expects", "intends",
"anticipates" or "plans" to be uncertain and forward-looking. Forward-looking
statements represent Wi-Tron's judgment as of the date of this release. Actual
results depend on Wi-Tron's ability to, among other things, generate revenue,
reduce operating losses, and successfully develop and market its products to
Asian and other markets. These and other risks and uncertainties are described
from time to time in the Company's reports and registration statements filed
with the Securities and Exchange Commission. Actual results could differ
materially from the results referred to in the forward-looking statements.
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SIGNATURES
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 thereto duly authorized.
WI-TRON, INC.
Date: October 10, 2006 By: /s/ Joseph K. Nordgaard
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Joseph K. Nordgaard, CEO
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