BMERQ / Boomerang Systems, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Boomerang Systems 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-10176 BOOMERANG SYSTEMS, INC.. (Exact name of registrant as specified i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 26, 2015 BOOMERANG SYSTEMS, INC.

Boomerang Systems 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-10176 BOOMERANG SYSTEMS, INC.

Boomerang Systems NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response .

BOOMERANG SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCK

EXHIBIT (a)(1)(D) NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

EXHIBIT (a)(1)(B) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this ?Election to Participate?) relates to the offer (the ?Offer?) by Boomerang Systems, Inc., a Delaware corporation (the ?Company?), described in the Offer to Exchange, dated as of July 29, 2015 (the ?Offer to Exchange?) and distributed to holders 15% Secured Notes (the ?Notes?) and

TABLE OF CONTENTS

EXHIBIT (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.

To the Holders of Notes:

EXHIBIT (a)(1)(E) To the Holders of Notes: This letter is intended for the holders of 15% Secured Notes (the “Notes”) and warrants to purchase common stock (“Eligible Warrants”) in each case issued pursuant to the Loan and Security Agreement dated as of June 6, 2013 (as amended through the date hereof, the “Loan Agreement”) by and among the Company, Boomerang Systems, Inc.

Boomerang Systems SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) Warrants to Purchase Common Stock 15% Secured Notes issued in connection with the 15% S

[Remainder of Page Intentionally Left Blank]

Exhibit (d)(1)(A) NOTE $[] July 12, 2013 FOR VALUE RECEIVED, BOOMERANG SYSTEMS, INC.

Boomerang Systems, Inc. Announces Note and Warrant Exchange Offer

EXHIBIT (a)(1)(F) PRESS RELEASE FOR IMMEDIATE RELEASE Media Contact Mark Patterson Boomerang Systems, Inc.

BOOMERANG SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit (d)(1)(B) NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL

EXHIBIT (a)(1)(C) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL If you previously elected to participate in the offer (the ?Offer?) by Boomerang Systems, Inc., a Delaware corporation (the ?Company?), described in the Offer to Exchange, dated as of July 29, 2015 (the ?Offer to Exchange?), and you would now like to change your prior election and withdraw your tendered Eligible Secur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 5, 2015 BOOMERANG SYSTEMS, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Boomerang Update (8 - K) March 2015 1 Copyright Boomerang Systems 2015

Exhibit 99.1 Boomerang Update (8 - K) March 2015 1 Copyright Boomerang Systems 2015 Confidentiality & Disclaimer ? Certain statements made during this presentation are forward - looking and are subject to risks and uncertainties . These forward - looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, p

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 17, 2014 BOOMERANG SYSTEMS, INC.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 31, 2014 BOOMERANG SYSTEMS, INC.

BMERQ / Boomerang Systems, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 5 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Warrants to Purchase Common Stock Iss

BMERQ / Boomerang Systems, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Warrants to Purchase Common Stock Iss

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

Exhibit (a)(1)(B) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this “Election to Participate”) relates to the offer (the “Offer”) by Boomerang Systems, Inc., a Delaware corporation (the “Company”), described in the Offer to Exchange, dated as of July 11, 2014 (the “Offer to Exchange”) and distributed to holders of the following outstanding securit

OFFER TO EXCHANGE 6% CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED BETWEEN November 1, 2011 AND December 28, 2012 THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON OCTOBER 31, 2014, UN

Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.

BMERQ / Boomerang Systems, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Warrants to Purchase Common Stock Iss

BMERQ / Boomerang Systems, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Warrants to Purchase Common Stock Iss

BMERQ / Boomerang Systems, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Warrants to Purchase Common Stock Iss

OFFER TO EXCHANGE 6% CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED BETWEEN November 1, 2011 AND December 28, 2012 THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON AUGUST 15, 2014, UNL

Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.

To the Holders of Eligible Securities:

Exhibit (a)(1)(E) To the Holders of Eligible Securities: This letter intended for the holders of the following securities (collectively, the “Eligible Securities”): · First Tranche Units consisting of $100,000 principal amount of First Tranche Eligible Note and First Tranche Eligible Warrants to purchase 25,126 shares of common stock of the Company, or a pro-rata portion thereof (after giving effect to anti-dilution adjustments to the initial exercise price of $4.

BMERQ / Boomerang Systems, Inc. CORRESP - -

July 30, 2014 Via E-mail Mr. David L. Orlic Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission Washington, D.C. 20549 RE: Boomerang Systems, Inc. Schedule TO-I Filed July 11, 2014 File No. 005-40549 Dear Mr. Orlic, Boomerang Systems, Inc. (referred to as “we,” “us,” “Boomerang” or the “Company”), hereby transmits via EDGAR for submission to the Securities and Exc

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

Exhibit (a)(1)(B) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this “Election to Participate”) relates to the offer (the “Offer”) by Boomerang Systems, Inc., a Delaware corporation (the “Company”), described in the Offer to Exchange, dated as of July 11, 2014 (the “Offer to Exchange”) and distributed to holders of the following outstanding securit

Form of Third Tranche Eligible Note: 6% Convertible Promissory Note

EX-99.(D)(1)(C) 9 v383654ex99d1c.htm EXHIBIT (D)(1)(C) Exhibit (D)(1)(C) Form of Third Tranche Eligible Note: 6% Convertible Promissory Note NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN E

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL

Exhibit (a)(1)(C) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL If you previously elected to participate in the offer (the “Offer”) by Boomerang Systems, Inc., a Delaware corporation (the “Company”), described in the Offer to Exchange, dated as of July 11, 2014 (the “Offer to Exchange”), and you would now like to change your prior election and withdraw your tendered Eligible Secur

BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

Exhibit (a)(1)(B) BOOMERANG SYSTEMS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this “Election to Participate”) relates to the offer (the “Offer”) by Boomerang Systems, Inc., a Delaware corporation (the “Company”), described in the Offer to Exchange, dated as of July 11, 2014 (the “Offer to Exchange”) and distributed to holders of the following outstanding securit

To the Holders of Eligible Securities:

Exhibit (a)(1)(E) To the Holders of Eligible Securities: This letter intended for the holders of the following securities (collectively, the “Eligible Securities”): · First Tranche Units consisting of $100,000 principal amount of First Tranche Eligible Note and First Tranche Eligible Warrants to purchase 25,126 shares of common stock of the Company, or a pro-rata portion thereof (after giving effect to anti-dilution adjustments to the initial exercise price of $4.

Form of Third Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note

EX-99.(D)(1)(F) 12 v383654ex99d1f.htm EXHIBIT (D)(1)(F) Exhibit (D)(1)(F) Form of Third Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER TO EXCHANGE 6% CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED BETWEEN November 1, 2011 AND December 28, 2012 THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON AUGUST 15, 2014, UNL

Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.

Form of First Tranche Eligible Note: 6% Convertible Promissory Note

Exhibit (D)(1)(A) Form of First Tranche Eligible Note: 6% Convertible Promissory Note NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS.

Form of Second Tranche Eligible Note: 6% Convertible Promissory Note

EX-99.(D)(1)(B) 8 v383654ex99d1b.htm EXHIBIT (D)(1)(B) Exhibit (D)(1)(B) Form of Second Tranche Eligible Note: 6% Convertible Promissory Note NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN

Form of Second Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note

EX-99.(D)(1)(E) 11 v383654ex99d1e.htm EXHIBIT (D)(1)(E) Exhibit (D)(1)(E) Form of Second Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

Form of First Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note

Exhibit (D)(1)(D) Form of First Tranche Eligible Warrant: Warrant to Purchase Common Stock issued with 6% Convertible Promissory Note NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Boomerang Systems, Inc. Announces Note and Warrant Exchange Offer

EX-99.(A)(1)(F) 6 v383654ex99a1f.htm EXHIBIT (A)(1)(F) Exhibit (a)(1)(F) Boomerang Systems, Inc. Announces Note and Warrant Exchange Offer Florham Park, New Jersey (July 11, 2014) – Boomerang Systems, Inc. (OTCQB: BMER, the “Company”), today announced that it has commenced an offer to exchange outstanding unsecured convertible promissory notes (“unsecured notes”) and warrants to purchase common st

BMERQ / Boomerang Systems, Inc. SC TO-I - - SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BOOMERANG SYSTEMS, INC. (Name of Subject Company (Issuer)) Boomerang Systems, Inc. (Name of Filing Persons (Issuer)) 6% Convertible Promissory Notes Issued November 1, 2011, November 18, 2011 and December

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 27, 2014 BOOMERANG SYSTEMS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 6, 2014 BOOMERANG SYSTEMS, INC.

Boomerang Systems 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-10176 BOOMERANG SYSTEMS,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 21, 2013 BOOMERANG SYSTEMS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response .

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

- S-8

As filed with the Securities and Exchange Commission on March 13, 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOOMERANG SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 22-2306487 (State or other jurisdiction (I.R.S. Employer Identification No.) of i

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BOOMERANG SYSTEMS, INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BOOMERANG SYSTEMS, INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware The undersigned, being a duly authorized officer of Boomerang Systems, Inc. (the "Corporation"), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The Certificate of

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C RULE 14C-101 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check for appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Boomerang Systems, Inc.

- PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C RULE 14C-101 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check for appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement Boomerang Systems, Inc.

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 v3313338k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No. 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 28, 2012 BOOMERANG SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-10176 22-2306487 (State or Other Jur

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response 2.

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Up to $6,200,000 aggregate principal amount of 6% convertible notes due 2017 and warrants to purchase up to 1,294,800 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants BOOMERANG SYSTEMS, INC.

Filed Purusant to Rule 424(b)(3) Registration No. 333-183904 Up to $6,200,000 aggregate principal amount of 6% convertible notes due 2017 and warrants to purchase up to 1,294,800 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants BOOMERANG SYSTEMS, INC. We issued $6,200,000 aggregate principal amount of our 6% convertible notes due 2017, referr

Registration Statement - S-1

As filed with the Securities and Exchange Commission on September 14, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT This Joint Venture Agreement (this “Agreement” or the “JVA”) is made on this 16th day of February, 2012, by and among: BOOMERANG MP HOLDINGS INC.

BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants an

Filed Pursuant to Rule 424(b)(3) File Number 333-179226 Supplement No. 4 (To prospectus dated March 28, 2012) BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of common stock and 60,0

BOOMERANG SYSTEMS, INC. ANNOUNCES $6.2 MILLION FINANCING THROUGH PRIVATE OFFERING

PRESS RELEASE FOR IMMEDIATE RELEASE Media Contact Chris Mulvihill, President Boomerang Systems, Inc.

REGISTRATION RIGHTS AGREEMENT

EX-10.4 5 v318824ex10-4.htm EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2012, is by and among BOOMERANG SYSTEMS, INC., a Delaware corporation (the “Company”), and each of the undersigned Subscribers (each, a “Subscriber,” and collectively, the “Subscribers”). RECITALS A. In connection with each Subscription Agreement by and betwee

BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants an

Filed Pursuant to Rule 424(b)(3) File Number 333-179226 Supplement No. 3 (To prospectus dated March 28, 2012) BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of common stock and 60,0

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT To: Boomerang Systems, Inc. 30 B Vreeland Rd Florham Park, NJ 07932 Ladies and Gentlemen: 1. Purchase and Sale of the Note and Warrants (a) The undersigned hereby tenders this subscription and applies for the purchase of (i) $ principal amount of 6% convertible promissory notes due , 2017, in the form attached as Exhibit A hereto (the “Note”), and (ii) warrants, in the form

BOOMERANG SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCK

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

BOOMERANG SYSTEMS, INC. 6% CONVERTIBLE PROMISSORY NOTE

NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

BOOMERANG SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCK

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants an

Filed Pursuant to Rule 424(b)(3) File Number 333-179226 Supplement No. 2 (To prospectus dated March 28, 2012) BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of common stock and 60,0

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants an

Filed Pursuant to Rule 424(b)(3) File Number 333-179226 Supplement No. 1 (To prospectus dated March 28, 2012) BOOMERANG SYSTEMS, INC. Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of common stock and 60,0

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response .

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of commo

Filed Pursuant to Rule 424(B)(3) Registration No. 333-179226 Up to $11,624,520 aggregate principal amount of 6% convertible notes due 2016 and warrants to purchase up to 2,844,382 shares of common stock and shares of common stock issuable upon conversion of the notes and the warrants and 60,000 shares of common stock and 60,000 shares of common stock issuable upon exercise of warrants BOOMERANG SY

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BOOMERANG SYSTEMS, INC. 30 B Vreeland Road Florham Park, New Jersey 07932 March 26, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Boomerang Systems, Inc. (the “Company”) Registration Statement on Form S-1, as amended File No. 333-179226 (“Registration Statement”) Dear Sir/Madam: The Company hereby requests that the abo

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BOOMERANG SYSTEMS, INC. 30 B Vreeland Road Florham Park, New Jersey 07932 March 26, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Boomerang Systems, Inc. (the “Company”) Registration Statement on Form S-1, as amended File No. 333-179226 (“Registration Statement”) Dear Sir/Madam: The Company hereby requests that the abo

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March 22, 2012 United States Securities and Exchange Commission Division of Corporate Finance 100 F St.

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[COMPANY LETTERHEAD] March 16, 2012 United States Securities and Exchange Commission Division of Corporate Finance 100 F St.

- S-1/A

As filed with the Securities and Exchange Commission on March 16, 2012 Registration No.

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[COMPANY LETTERHEAD] March 1, 2012 United States Securities and Exchange Commission Division of Corporate Finance 100 F St.

- S-1/A

As filed with the Securities and Exchange Commission on March 1, 2012 Registration No.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response .

AMENDMENT TO LEASE

Exhibit 10.44 AMENDMENT TO LEASE This Third Amendment to the Lease (the “Third Amendment”), made and effective this 1st day of October, 2011, between SB&G Properties, LC (“Landlord”) and Boomerang Sub, Inc. (“Tenant”), modifies and amends the monthly paid and accrued rent and term of this lease. In consideration of the mutual promises and agreements exchanged, Lender and Borrower agree as follows:

355 Madison Ave

Exhibit 10.46 355 Madison Ave Morristown, NJ 07960 P: (973) 538-1194 F: (973) 538-1196 www.boomerangsystems.com We Make Real Estate TM October 28, 2011 Dear Investor: You hereby have caused Boomerang’s Line of Credit with Highlands State Bank in the amount of $1,000,000 to be paid in full, thereby, stepping in the shoes of Highlands State Bank. The Company now owes you $1,000,000. You agree that u

355 Madison Ave

Exhibit 10.47 355 Madison Ave Morristown, NJ 07960 P: (973) 538-1194 F: (973) 538-1196 www.boomerangsystems.com We Make Real Estate ™ October 31, 2011 Dear Investor: You hereby have made various loans to the Company in the month of October 2011 totaling $676,000. You agree that upon the finalization of the documents related to the private placement by the Company of convertible notes and warrants

355 Madison Ave

Exhibit 10.42 355 Madison Ave Morristown, NJ 07960 P: (973) 538-1194 F: (973) 538-1196 www.boomerangsystems.com We Make Real Estate TM November 1, 2011 Dear Investor: You hereby loan to the Company $100,000. You agree that upon the finalization of the documents related to the private placement by the Company of convertible notes and warrants that you will convert the loan into an equivalent amount

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on January 27, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT TO LEASE

Exhibit 10.43 AMENDMENT TO LEASE This Third Amendment to the Lease (the “Third Amendment”), made this 28th day of October, 2011, between Stan Checketts Properties, LC (“Landlord”) and Boomerang Sub, Inc. (“Tenant”), modifies and amends the monthly paid and accrued rent and term of this lease, effective October 1, 2011. In consideration of the mutual promises and agreements exchanged, Lender and Bo

Thirty Vreeland Associates, L.L.C., Boomerang Systems Inc.,

Exhibit 10.45 LEASE Thirty Vreeland Associates, L.L.C., Landlord To Boomerang Systems Inc., Tenant Demised Premises: A Portion of the First (1st) Floor at 30 B Vreeland Road Florham Park, New Jersey 07932 TABLE OF CONTENTS CAPTION PAGE ARTICLE 1 Demise, Demised Premises, Term, Rents 4 ARTICLE 2 Use 5 ARTICLE 3 Failure To Give Possession 6 ARTICLE 4 Preparation of the Demised Premises 7 ARTICLE 5 A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Amendment No.

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355 Madison Ave Morristown, NJ 07960 P: (973) 387-8504 F: (973) 387-8505 www.boomerangsystems.com We Make Real Estate TM December 16, 2011 United States Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Attention: Martin James, Senior Assistant Chief Accountant Kate Tillan, Assistant Chief Accountant Re: Boomerang Systems, Inc. Form 10-K for the f

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355 Madison Ave Morristown, NJ 07960 P: (973) 387-8504 F: (973) 387-8505 www.boomerangsystems.com We Make Real EstateTM November 23, 2011 United States Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Attention: Martin James, Senior Assistant Chief Accountant Kate Tillan, Assistant Chief Accountant Re: Boomerang Systems, Inc. Form 10-K for the fi

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355 Madison Ave Morristown, NJ 07960 P: (973) 538-1194 F: (973) 538-1196 www.boomerangsystems.com We Make Real Estate ™ September 22, 2011 United States Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Attention: Martin James, Senior Assistant Chief Accountant Kate Tillan, Assistant Chief Accountant Re: Boomerang Systems, Inc. Form 10-K for fisca

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355 Madison Ave Morristown, NJ 07960 P: (973) 538-1194 F: (973) 538-1196 www.boomerangsystems.com We Make Real Estate TM September 14, 2011 Via Edgar U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Martin James, Senior Assistant Chief Accountant Kate Tillan, Assistant Chief Accountant Re: Boomerang Systems, Inc. Form 10-K for fiscal year ended September 30,