AND EXCHANGE COMMISSION
Section 13 or 15(d) of the
Exchange Act of 1934
of Report: July 23, 2013
TECHNOLOGY SOLUTIONS, INC.
name of Registrant as specified in charter)
or other jurisdiction of
York, NY 10022
of Principal Executive Offices)
telephone number, including area code)
1.01. Entry into a Material Definitive Agreement
3.02. Unregistered Sale of Equity Securities.
As a result
of negotiations that began during the quarter ended June 30, 2013 and were finalized on July 12, 2013, MSGI Technology Solutions,
Inc. (“MSGI” or the “Company”) executed a modification agreement (the “Modification” or the
“Agreement”) with various institutional investors (the “Investors”), which modified the terms of certain
convertible promissory notes (the “Notes”) entered into with the Investors by the Company between 2006 and 2010.
terminated the original Notes including all principal and all accrued interest and exchanged the former debt for common stock
of MSGI at an average exchange rate of $0.68 per share.
converted $17,994,946 in principal and interest into 25 million shares of MSGI common stock. Note-Holder-B converted $3,101,517
in principal and interest into 5 million shares of MSGI common stock. Note-Holder-C converted $1,011,320 in principal and interest
into 2 million shares of MSGI common stock. Note-Holder-D converted $2,209,497 in principal and interest into 3.7 million shares
of MSGI common stock.
A total of $24,317,280 has been canceled and therefore removed from the balance sheet.
A copy of
the form of the Modification used for all former note holders is filed herewith as Exhibit 4.1, and is incorporated herein by
reference. The foregoing description is qualified in its entirety
by reference to Exhibits 4.1.
9.01. Financial Statements and Exhibits
Form of Modification Agreement
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.
SECURITY SOLUTIONS, INC.|
July 23, 2013
Richard J. Mitchell III|
J. Mitchell III|