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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) October 16, 2006
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Exact Name of the Registrant as Specified in Charter)
Nevada 000-51859 98-0372780
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1077 Business Center Circle, Newbury Park, California 91320
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (805) 480-1994
Not Applicable.
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(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:
[ ] 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-4(c))
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ITEMS 1.01 AND 5.02 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND DEPARTURE
OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER.
On October 16, 2006, Francis H. Chang announced his retirement as Secretary,
Treasurer and Vice President of Finance and Administration of Electronic Sensor
Technology, Inc. (the "Registrant") to the board of directors of the Registrant,
which will be effective as of November 1, 2006 (the "Effective Date").
Mr. Chang will continue to serve as a director of and consultant to the
Registrant. On November 1, 2006, Mr. Chang and the Registrant entered into a
letter agreement, attached hereto as Exhibit 10.1 and incorporated herein by
reference, regarding the Registrant's engagement of Mr. Chang as a consultant
through April 30, 2007 for a biweekly retainer fee of $3,000.
On October 16, 2006, the board of directors of the Registrant appointed Philip
Yee, currently serving as Controller of the Registrant, to become Secretary,
Treasurer and Chief Financial Officer of the Registrant, effective as of the
Effective Date. Mr. Yee has served as Controller of the Registrant since April
2006. Previously, from February 2005 to April 2006, Mr. Yee was Corporate
Controller of Sleepwell Laboratories, Inc., a regional healthcare provider, and
its related companies. From 2001 to February 2005, Mr. Yee was Corporate
Controller of BLT Enterprises, Inc., a regional recycling company and real
estate developer, and its related companies. Mr. Yee received a B.A. and an
M.B.A. from the University of Michigan.
Mr. Yee does not have any family relationship with any other executive officer
or director of the Registrant. Mr. Yee has not been a party to or had a direct
or indirect material interest in any transaction, proposed transaction or series
of transactions in which the Registrant was, is to be or was to have been a
party during the past two years involving an amount in excess of $60,000.
Attached hereto as Exhibit 10.2 and incorporated herein by reference is the
offer letter extended to Mr. Yee on March 15, 2006 and accepted by Mr. Yee on
March 16, 2006, regarding his employment with the Registrant as Controller,
which set Mr. Yee's salary at $75,000 per year, to be adjusted to $80,000 per
year after completion of a three-month trial period, and which included an
agreement by the Registrant to grant to Mr. Yee options to purchase 75,000
shares of common stock of the Registrant, subject to approval by the board of
directors. Such options, along with options to purchase 25,000 additional shares
of common stock of the Registrant, were granted to Mr. Yee on January 16, 2007,
as described more fully in the Current Report on Form 8-K filed by the
Registrant on January 18, 2007, as amended on January 24, 2007. In connection
with the appointment of Mr. Yee as Secretary, Treasurer and Chief Financial
Officer of the Registrant, the Registrant and Mr. Yee entered into an oral
agreement to increase Mr. Yee's annual salary to $110,000 through April 1, 2007,
at which point the Registrant and Mr. Yee have orally agreed to increase Mr.
Yee's annual salary to $125,000.
A copy of the press release issued on October 19, 2006 announcing Mr. Chang's
retirement and Mr. Yee's appointment is attached hereto as Exhibit 99.1.
ITEM 9.01 EXHIBITS.
Exhibit No. Description
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10.1 Letter agreement dated November 1, 2006 between the Registrant
and Francis H. Chang.
10.2 Offer letter dated March 15, 2006 between the Registrant and
Philip Yee.
99.1 Press Release dated October 19, 2006 (incorporated by
reference from the Current Report on Form 8-K filed by the
Registrant on October 20, 2006).
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 hereunto duly authorized.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: February 14, 2007 By: /s/ Philip Yee
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Name: Philip Yee
Title: Secretary, Treasurer and Chief
Financial Officer