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): ~~December~~June 1018, ~~2008~~2009

SIELOX, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)


0-29423	04-3351937
(Commission File Number)	(I.R.S. Employer Identification No.)

170 East Ninth Avenue

Runnemede, New Jersey 08078

(Address of Principal Executive Offices)

(856) 861-4579

(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-4(c))

Item 18.01 ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Effective~~As ashas ofbeen ~~December~~previously ~~10,~~disclosed ~~2008,~~by Sielox, Inc. (the “Company”), ~~Costar~~the ~~Video~~Company ~~Systems~~entered into a Services Agreement with Barington Capital Group, ~~LLC~~L.P. (“~~Costar~~Barington”), adated ~~wholly-owned~~as ~~subsidiary~~ of ~~the~~December ~~Company~~17, ~~and~~2004 ~~Sielox, LLC~~ (~~“Sielox~~the ~~LLC~~“Agreement”), apursuant ~~wholly~~to ~~owned~~which ~~subsidiary~~Barington agreed ofto Lperform Qcertain ~~Corporation~~administrative ~~which~~services ison abehalf ~~wholly-owned subsidiary~~ of the Company in consideration of a monthly fee, ~~entered~~as ~~into~~well anas ~~Amended~~certain ~~and~~financial ~~Restated~~advisory ~~Loan~~and legal ~~Agreement~~services ~~(the~~from ~~“Loan~~time ~~Agreement”)~~to ~~with~~time at the ~~Bank~~request of ~~Texas, N.A. (~~the ~~“Lender”)~~Company. The ~~Loan~~ Agreement ~~amends~~has ~~and~~been ~~restates~~amended ~~the~~several ~~Business Loan Agreement (Asset Based)~~times, ~~dated~~including as of ~~August~~May 1618, ~~2008~~2007, ~~between~~to provide ~~Costar,~~for the ~~Company~~termination ~~and~~of ~~Lender,~~the ~~previously~~administrative ~~disclosed~~services inprovided by Barington on behalf of the Company’s ~~Current~~immediately ~~Report~~following onthe ~~Form~~closing ~~8-K~~of ~~filed~~the ~~with~~merger of the ~~SEC~~Company onwith ~~August~~L 19Q Corporation, ~~2008~~Inc. (the “Merger”).

The ~~Loan~~ Agreement, ~~provides~~as currently in effect, permits the Company, ~~Costar,~~to continue to have access to certain financial advisory and ~~Seilox~~legal ~~LLC~~services ~~(collectively~~from ~~defined~~Barington ~~under~~on an “as requested” basis. Pursuant to the ~~Loan~~terms of the Agreement, asBarington ~~“Borrower”)~~may ~~with~~provide ancertain upM&A and financial consulting services to $5the Company,~~000,000~~ ~~revolving~~as ~~line~~may ofbe ~~credit,~~requested ~~due~~by onthe ~~December~~Company 9,from ~~2009~~time to time at a price to be agreed upon, ~~and~~as ~~for~~well ~~the~~as ~~optional~~certain ~~issuance~~legal ofservices ~~Letters~~as ofmay ~~Credit~~be uprequested by the Company from time to time at an ~~aggregate~~hourly rate of $~~200,000~~183.75. There is no requirement under the Agreement for the Company to utilize such services of Barington.

As ofa ~~April~~supplement 2,to ~~2009~~the Company’s previous disclosures regarding the Agreement, ~~Borrower~~the ~~has~~Company ~~outstanding~~reports ~~borrowings~~that from the closing of $2the Merger on July 31,~~443~~ 2007 through March 31,~~309~~ ~~under~~2009, the ~~Loan~~Company paid $4,046.88 for legal services provided pursuant to the Agreement. During this same period, Barington did not provide any financial advisory services to the Company pursuant to the Agreement.

~~The~~By ~~obligations~~disclosing ~~under~~this ~~the~~supplemental ~~Loan~~information ~~Agreement~~regarding ~~are evidenced by an Amended and Restated Promissory Note, dated as of December 10, 2008, granted by Borrower in favor of Lender (~~the ~~“Note”). The obligations under the Loan~~ Agreement ~~are secured by a lien on all accounts~~, ~~inventory, equipment, general intangibles, chattel paper, instruments, documents, and software of Borrower, as set forth in~~ the ~~Amended~~Company ~~and~~makes ~~Restated~~no ~~Security~~representation ~~Agreement,~~that ~~dated~~it ashas ofdetermined ~~December~~that ~~10,~~such ~~2008,~~information byis ~~and among Borrower and Lender (the “Security Agreement”)~~material.

Borrowings under the Loan Agreement accrue interest at a rate equal to the lesser of (i) the maximum lawful rate under the laws of the State of Texas and (ii) the prime rate as published from time to time by BOK Financial Corporation. The interest rate under the Loan Agreement as of April 2, 2009 is 4.000%.SIGNATURE

~~The~~Pursuant ~~Loan~~to ~~Agreement~~the ~~contains~~requirements ~~customary~~of ~~representations~~the ~~and~~Securities ~~warranties,~~Exchange ~~events~~Act of ~~default and covenants~~1934, ~~including, among other things, covenants that restrict~~ the ~~ability~~Registrant ofhas ~~Borrower~~duly tocaused ~~incur~~this ~~certain~~report ~~additional indebtedness or~~ to ~~issue~~be ~~equity~~signed ~~interests.~~on ~~The~~its ~~Loan~~behalf ~~Agreement~~by ~~also contains financial covenants restricting Borrower’s Debt Service Coverage Ratio, Leverage Ratio, and Quick Ratio (as each of such terms is defined in~~ the ~~Loan~~undersigned ~~Agreement),~~hereunto asduly ~~well as limiting capital expenditures of Borrower~~authorized.

~~The~~Date: ~~foregoing~~June ~~description of the Loan Agreement~~18, the Note and the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, hereto, and incorporated herein by reference.2009

~~Item~~SIELOX, 2INC.03 ~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The information set forth in Item 1.01 is incorporated herein by reference.~~By:

~~Item~~/s/ ~~9.01~~MELVYN ~~Financial Statements and Exhibits.~~BRUNT

~~(a)~~Name: ~~Financial~~Melvyn ~~Statements of Businesses Acquired - None~~Brunt

~~(b)~~Title: ~~Pro~~Chief ~~Forma~~ Financial ~~Information - None~~Officer

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated Loan Agreement, dated as of December 10, 2008, by and among Sielox, Inc., Costar Video Systems, LLC, Sielox, LLC and Bank of Texas, N.A.
10.2	Amended and Restated Promissory Note, dated December 10, 2008, by Sielox, Inc., Costar Video Systems, LLC, and Sielox, LLC in favor of Bank of Texas, N.A.
10.3	Amended and Restated Security Agreement, dated as of December 10, 2008, by and among Sielox, Inc., Costar Video Systems, LLC, Sielox, LLC and Bank of Texas, N.A.

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.

SIELOX, INC.

Date: April 6, 2009

By: /s/ Melvyn Brunt

Melvyn Brunt

Chief Financial Officer

(Principal Financial Officer and Accounting Officer)

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