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) September 26, 2007

 

INTRUSION INC.

(Exact name of registrant as specified in its charter)

 

 

1101 East Arapaho Road
Suite 200

Richardson, TX 75081

(Address of principal executive

offices)

 

(972) 234-6400

(Registrant’s Telephone

Number)

 

N/A

(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01.                                          Entry into a Material Definitive Agreement.

 

On September 26, 2007, we executed a Subscription Agreement with G. Ward Paxton, our Chairman, President and Chief Executive Officer in connection with a private placement of our common stock. Please see Item 3.02 - Unregistered Sales of Securities for additional details.

 

Item 3.02.              Unregistered Sales of Securities.

 

Private Placement

 

On September 26, 2007, we completed a private placement of unregistered securities (the “Private Placement”) to one individual accredited investor at a purchase price equal to $0.42 per share. The purchase price was determined by taking the average closing price for our common stock for the prior twenty trading days and multiplying this average by a factor of 110%. G. Ward Paxton, our Chairman, President and Chief Executive Officer purchased 1,190,476 shares for a total of $500,000, increasing his beneficial ownership to 3,203,034 shares or 36.0% of our common stock.

 

We intend to use the proceeds from the Private Placement for general working capital purposes, including ongoing operating expenses, trade payables and the payment of dividends on our existing preferred stock. Our management will have broad discretion over how we use the net proceeds of this offering and could spend proceeds in ways with which stockholders do not agree. Pending deployment of the funds, we may invest the proceeds in ways that do not yield favorable returns.

 

We relied on Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D as the basis for our exemption from registration for the issuance of the common stock.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreements, attached hereto as exhibits.

 

Item 8.01               Other Material Events

 

On September 26, 2007, we issued a press release relating to the private placement, a copy of which is attached hereto as Exhibit 99.1 which is hereby incorporated by reference.

 

Item 9.01.              Financial Statements and Exhibits

 

(d)           Exhibits

 

Exhibit No.		Description of Exhibits
10.1		Subscription and Investment Representation Agreement by and between Intrusion Inc. and G. Ward Paxton, dated September 26, 2007
99.1		Press release

 

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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 hereunto duly authorized.

	INTRUSION INC.
Dated: September 27, 2007	By:	/s/  MICHAEL L. PAXTON
		Michael L. Paxton Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibits
10.1		Subscription Agreement by and between Intrusion, Inc. and Ward Paxton, dated September 26, 2007
99.1		Press release

 

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