UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): June 13, 2012~~1934

~~PRINCETON~~Date ~~SECURITY~~of ~~TECHNOLOGIES~~Report (Date of earliest event reported): July 24, ~~INC.~~2012

~~(Exact~~Princeton ~~name~~Security ofTechnologies, ~~registrant as specified in its charter)~~Inc.

Nevada	333-141482	20-5506885
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of Registrant as specified in Charter)

303C College Road


Nevada (State or Other Jurisdiction of Incorporation)	333-141482 (Commission File Number)	20-5506885 (IRS Employer Identification No.)
303C College Road, Princeton, New Jersey (Address of Principal Executive Offices)		08540 (Zip Code)

Princeton, New Jersey 08540

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (609) 924-7310

~~N/A~~Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

o[ ] 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))

oItem ~~Soliciting~~2.01 Completion ~~material~~of ~~pursuant~~Acquisition toor ~~Rule~~Disposition ~~14a-12~~of ~~under the Exchange Act (17 CFR 240~~Assets.~~14a-12)~~

oOn ~~Pre-commencement~~July ~~communications~~24, 2012, pursuant to ~~Rule~~the ~~14d-2~~terms of the Agreement and Plan of Merger (bthe “Merger Agreement”), ~~under~~dated as of June 13, 2012, by and among Princeton Security Technologies, Inc., a Nevada corporation (the ~~Exchange~~“Company”), ~~Act~~Thermo Fisher Scientific Inc., a Delaware corporation (17“Parent”), ~~CFR~~and ~~240~~PLMR Inc.~~14d~~, a Delaware corporation and a wholly-2owned subsidiary of Parent (b“Merger Sub”), Merger Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger (the “Effective Time”), the Company became a wholly-owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s stockholders by action taken by written consent on June 13, 2012.

oAt ~~Pre-commencement~~the ~~communications~~Effective ~~pursuant~~Time toand ~~Rule~~as ~~13e-4~~a result of the Merger, each issued and outstanding share of the Company’s common stock, par value $0.001 per share (cthe “Common Stock”), ~~under~~immediately prior to the ~~Exchange~~Effective ~~Act~~Time (17other ~~CFR~~than ~~240~~shares of Common Stock owned by Parent, Merger Sub or any subsidiary of Parent or by the Company or any of the Company’s subsidiaries) was converted into the right to receive $0.~~13e-4~~89 in cash, without interest (cthe “Merger Consideration”)) and all such shares of Common Stock were automatically cancelled and retired and ceased to exist. Additionally, at the Effective Time, each outstanding option to purchase shares of Common Stock issued under the Company’s equity incentive plan, whether such option was vested or unvested, was cancelled without the payment of any additional consideration.

~~Item~~The ~~1.01 Entry~~foregoing ~~Into~~summary aof ~~Material~~the ~~Definitive~~Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference.

~~On June 13, 2012, Princeton Security Technologies, Inc~~Item 3.,03 aMaterial ~~Nevada~~Modifications ~~corporation~~to ~~(“Princeton”~~Rights ~~or the "Company"), entered into an Agreement and Plan~~ of ~~Merger~~Security ~~(the “Merger Agreement”) with Thermo Fisher Scientific Inc~~Holders.~~, a Delaware corporation (“Parent”), and PLMR Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).~~

~~Pursuant~~The toinformation ~~the~~set ~~Merger~~forth ~~Agreement,~~in ~~and~~Item ~~subject~~2.01 ~~to the satisfaction or waiver~~ of ~~certain~~this ~~conditions~~Current ~~set~~Report ~~forth~~on inForm ~~the~~8-K ~~Merger~~is ~~Agreement,~~incorporated atherein ~~the~~by ~~effective~~reference. ~~time~~As of the ~~Merger (the “~~Effective Time”), ~~Merger~~holders ~~Sub will merge with and into Princeton (the “Merger”), with Princeton as the surviving corporation, at which time Princeton will become a wholly-owned subsidiary~~ of ~~Parent. At~~Common ~~the~~Stock ~~Effective~~that ~~Time,~~were ~~each~~ issued and outstanding ~~share~~prior ofto ~~Princeton~~the ~~common~~Effective ~~stock~~Time ~~(other~~cease ~~than~~to ~~shares of Princeton common stock held by stockholders who~~ have ~~exercised~~any ~~their dissenters’~~ rights ~~under~~with ~~Chapter~~respect ~~92A~~to ofsuch ~~the~~securities ~~Nevada Revised Statutes~~ (~~“Dissenters’~~other ~~Rights”))~~than ~~will~~their ~~be automatically converted into the~~ right to receive ~~$0.89 per share, in cash (~~the “Merger Consideration”)~~. Additionally~~, atand ~~the~~they ~~Effective~~do ~~Time,~~not ~~each~~have ~~outstanding~~any ~~option~~interest toin ~~purchase~~the ~~shares of Princeton~~Company’s ~~common~~future ~~stock~~earnings ~~issued under Princeton’s equity incentive plan, whether such option is vested~~ or unvested, will be cancelled and converted into the right to receive, with respect to each share of common stock subject to such option, an amount equal to the excess, if any, of the Merger Consideration over the applicable exercise price of such optiongrowth. Since Princeton Security has no stock options outstanding with an exercise price less than $0.89 per share, Princeton Security expects that all outstanding stock options will be cancelled at the effective time of the Merger without the payment of any additional consideration.

~~The Merger Agreement includes customary representations, warranties and covenants of Princeton, Parent and Merger Sub~~Item 5. ~~The~~01 ~~covenants~~Changes ~~include, among others, Princeton’s agreement to operate its business~~ in ~~the~~Control ~~ordinary course until the Merger is completed, obtain the approval~~ of the holders of a majority of the outstanding shares of Princeton common stock (the “Company Stockholder Approval”) and not engage in certain solicitation activities regarding alternative acquisition proposals subject to the terms of the Merger AgreementRegistrant.

~~Completion~~The ofinformation ~~the~~set ~~Merger~~forth isunder ~~subject~~Item to2.01 ~~customary~~of ~~closing~~this ~~conditions,~~Current ~~which~~Report ~~include~~on ~~the~~Form ~~absence~~8-K ofis ~~any~~incorporated ~~Company~~herein ~~material~~by ~~adverse~~reference. Upon ~~effect,~~ the ~~expiration~~closing of the ~~time~~Merger ~~period~~on ~~for~~July ~~the~~24, ~~holders~~2012, ofa ~~Princeton~~change ~~common~~in ~~stock~~control ~~to exercise their Dissenters’ Rights with not more than 10%~~ of the ~~issued~~Company ~~and outstanding shares of Princeton common stock permitted to be dissenting shares~~occurred, and the ~~continued~~Company ~~effectiveness~~is ofnow ana ~~agreement~~wholly-owned ~~between~~subsidiary ~~Thermo~~of ~~Fisher~~Parent. The ~~and~~aggregate ~~Juhani~~purchase ~~Taskinen,~~price ~~President~~paid ~~and~~by ~~CEO~~Parent ofin connection with the ~~Company,~~Merger ~~and~~was aapproximately ~~corporation~~$13 million ~~controlled~~plus byrelated ~~him~~transaction ~~(collectively,~~fees ~~the~~and ~~“Significant~~expenses. The ~~Shareholders”),~~source ~~pursuant~~of tofunds ~~which~~for the ~~Significant~~Merger ~~Shareholders~~consisted ~~agree~~of toexisting ~~indemnify~~cash ~~Thermo~~resources ~~Fisher~~of ~~for~~Parent. There ~~certain~~are ~~breaches~~no ofarrangements ~~representations,~~or ~~warranties~~understandings ~~and~~between ~~covenants of~~ the Company and ~~such~~Parent ~~shareholders~~with ~~and~~respect ato ~~severance~~the ~~payment~~election isof ~~acknowledged~~directors toor beother ~~paid~~matters toother ~~Mr.~~than ~~Taskinen~~as ~~upon~~set ~~the~~forth ~~closing~~in of the Merger Agreement.

~~The~~Item 5.02 Departure ~~Merger Agreement is subject to customary termination provisions, including the ability~~ of ~~Parent~~Directors or ~~Princeton~~Certain toOfficers; ~~terminate~~Election ~~the~~of ~~Merger~~Directors; ~~Agreement~~Appointment ifof ~~the~~Certain ~~Merger~~Officers; ~~shall~~Compensatory ~~not~~Arrangements ~~have~~of ~~been~~Certain ~~completed on or before August 10, 2012~~Officers.

The ~~foregoing~~information ~~summary~~set forth under Items 2.01 and 5.01 of this Current Report on Form 8-K are incorporated herein by reference. In connection with the consummation of the Merger, ~~Agreement~~Juhani Taskinen and ~~the~~David ~~transactions~~Brown ~~contemplated~~resigned ~~thereby~~from ~~does~~the ~~not~~Company’s ~~purport~~board toof bedirectors ~~complete~~(the “Board”), and isany ~~subject~~committee thereof, effective at the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, the size of the Board was reduced to one member and ~~qualified~~Seth inH. ~~its~~Hoogasian ~~entirety~~became bythe Company’s sole director. In addition, at the ~~full~~Effective ~~text~~Time, the officers of Merger Sub became the ~~Merger~~officers ~~Agreement~~of ~~attached~~the Company. As a result, Juhani Taskinen and Trupti Mehta ceased to serve as ~~Exhibit~~the 2Company’s principal executive officer and principal financial officers, respectively, and Seth Hoogasian was appointed as president of the Company.1 Mr. ~~hereto~~Hoogasian also serves in various capacities at Thermo Fisher Scientific, including as Secretary since 2001 and ~~incorporated~~General ~~herein~~Counsel bysince ~~reference~~1992. There are no understandings, arrangements, contracts or plans (compensatory or otherwise) between the Company and Mr. Hoogasian.

The Merger Agreement has been attached as an exhibit hereto to provide investors and security holders with information regarding their respective terms. It is not intended to provide any other factual information about Princeton, Parent or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreements and as of specified dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Princeton or Parent or any of their respective subsidiaries or affiliates.

Additional Information

This Current Report on Form 8-K is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Princeton Common Stock. In connection with the Merger, Princeton will mail to its stockholders a notice, which will include additional information about the Merger and certain rights stockholders have in connection with the Merger (including Dissenters’ Rights). Princeton stockholders are encouraged to read the notice carefully because it will contain important information about Princeton and the Merger.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K may contain, in addition to historical information, certain forward-looking statements. All statements included in this Current Report on Form 8-K concerning activities, events or developments that Princeton expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the Merger will not close because of a failure to satisfy one or more of the closing conditions and that Princeton’s business will have been adversely impacted during the pendency of the Merger. Additional information on these and other risks, uncertainties and factors is included in Princeton’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 13, 2012, stockholders of Princeton holding 10,315,953 shares of Princeton common stock (or approximately 71.2% of the issued and outstanding shares of Princeton common stock) executed and delivered to Princeton and Parent written consents adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, as a result of which the required Company Stockholder Approval has been obtained.

Item 7.01 Regulation FD Disclosure

On June 13, 2012, Princeton issued a press release announcing the execution of the Merger Agreement and the receipt of the Company Stockholder Approval. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the rules and regulations of the Securities and Exchange Commission and shall not be deemed incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~The following exhibits are filed with this report.~~Exhibit

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of June 13, 2012, by and among Thermo Fisher Scientific Inc., PLMR Inc. and Princeton Security Technologies, Inc.
99.1	Press Release, issued June 13, 2012, relating to the execution of the Merger Agreement by Thermo Fisher Scientific Inc., PLMR Inc. and Princeton Security Technologies, Inc.

Number Description

~~Pursuant~~2.1 toAgreement ~~Item~~and ~~601(b)(2)~~Plan of ~~Regulation~~Merger, SKdated as of June 13, ~~the~~2012, ~~registrant~~by ~~hereby~~and ~~agrees~~among toThermo ~~supplementally~~Fisher ~~furnish~~Scientific toInc., ~~the~~PLMR ~~Commission~~Inc. ~~upon~~and ~~request~~Princeton ~~any~~Security ~~omitted~~Technologies, ~~schedule~~Inc. or(incorporated ~~exhibit~~by reference to Exhibit 2.1 of the ~~Merger~~Company’s ~~Agreement~~Current Report on Form 8-K filed on June 13, 2012).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRINCETON SECURITY TECHNOLOGIES, INC.
Date: June 13, 2012
	By: /s/ Juhani Taskinen
	Name: Juhani Taskinen
	Title: CEO and President


Date: July 24, 2012	PRINCETON SECURITY TECHNOLOGIES, INC. By: /s/ Seth Hoogasian Name: Seth Hoogasian Title: President

Filing Compare · Princeton Security Technologies, Inc.