UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2009

ARGYLE SECURITY, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-51639	20-3101079
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	000-51639	20-3101079
12903 Delivery Drive San Antonio, TX	78247
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

12903 Delivery Drive San Antonio, TX		78247
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 495-5245

(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))

OnItem ~~October 1, 2009, MML Capital Partners LLC (“MML Capital”) (in its capacity as advisor to, and on behalf of, Mezzanine Management Fund IV A, L~~5.P02 ~~and~~Departure ~~Mezzanine Management Fund IV Coinvest ‘A’, L.P. (the “MML Funds” and together with MML Capital, “MML”)) elected to convert an aggregate~~ of ~~11,327~~ ~~shares~~Directors ofor ~~Argyle~~Principal ~~Security,~~Officers; ~~Inc.’s~~Election ~~(the “Company”) Series A Convertible Preferred Stock into an aggregate~~ of ~~1,132,700~~Directors; ~~shares~~Appointment of ~~the~~Principal ~~Company’s~~Officers; ~~common~~Compensatory ~~stock~~Arrangements ~~(“Common~~of ~~Stock”)~~Certain Officers.

~~Item 5~~Argyle Security, Inc.01 (the ~~Changes~~“Company”) inpreviously ~~Control~~reported on a Current Report on Form 8-K dated October 1, 2009, that by a written consent dated October 1, 2009 (the “Stockholder Consent”), the holders of ~~Registrant~~a majority of the issued and outstanding shares of the Company’s common stock, $.0001 par value, and the Company’s Series B Convertible Preferred Stock, $.0001 par value per share, voting together as a class, on an as-converted basis, approved the following actions (collectively, the “Stockholder Consent Actions”):

~~On October 1, 2009, the MML Funds and William Blair Mezzanine Capital Fund III, L.P.~~ (~~collectively, the “Majority Stockholder Group”~~A), The ~~owning beneficially and of record approximately 51% of the issued~~amendment and ~~outstanding~~restatement ~~Common Stock, agreed to form a majority stockholder group for the purpose~~ of ~~effecting~~ ~~a change in~~ the ~~composition of the~~ Company’s ~~Board~~Bylaws; ~~of Directors (the “Board”).~~and

~~On October~~(B) 1The appointment and election of James Read, ~~2009~~Robert Davies, ~~the~~Mark ~~Majority~~Evers, ~~Stockholder~~Shawn ~~Group~~St. Jean, ~~executed~~Bradley aJay, ~~written~~Bal ~~consent~~Johal, toLuke ~~amend~~Jones and ~~restate~~ ~~the~~Ian ~~Company’s~~Wallis ~~bylaws~~to fill eight (~~the~~8) newly ~~“Amended~~created ~~Bylaws”)~~directorships ~~for~~in ~~purposes~~the ~~of,~~Board ~~among~~created ~~other~~by ~~things,~~the ~~expanding~~increase in the number of directors constituting the entire Board from six (6) to fourteen (14) ~~directors~~. ~~The Majority Stockholder Group also appointed and elected employees of entities~~ ~~affiliated with the MML Funds to fill the eight (8) newly created directorships.~~

OnEffective ~~the~~October 12, ~~same date~~2009, ~~the~~each ~~MML~~of ~~Funds~~Lloyd ~~filed~~E. anCampbell, ~~application~~John ~~with~~“Chip” ~~the~~Smith and ~~Delaware~~General ~~Court~~Wesley ofK. ~~Chancery~~Clark ~~under~~resigned ~~Section 225~~as a director of the ~~Delaware~~Company. ~~General~~At ~~Corporation~~the ~~Law~~time of tohis ~~hear~~resignation, ~~and~~Mr. Campbell ~~confirm~~served ~~the~~as ~~validity~~Chairman of the ~~Majority~~Corporate ~~Stockholder~~Governance ~~Group’s~~and ~~actions~~Nominating inCommittee ~~adopting~~and ~~the~~as ~~Amended~~a ~~Bylaws~~member ~~and~~of ~~filling~~ the ~~eight~~Audit ~~(8) newly~~and ~~created~~the ~~directorships~~Compensation onCommittees of the Board. Asof ~~part~~Directors of ~~this~~the ~~application~~Company, Mr. Smith ~~the~~served ~~MML~~as ~~Funds~~Chairman ~~have~~of ~~requested~~ the ~~Court~~Compensation ~~to promptly~~Committee ~~enter~~and as a ~~status~~member of ~~quo~~the ~~order~~Audit ~~permitting~~and the ~~incumbent~~Corporate ~~directors~~Governance and ~~management~~Nominating toCommittees ~~continue~~of tothe ~~manage~~Board ~~the~~of ~~Company’s~~Directors ~~day-to-day operations during the pendency~~ of the ~~proceeding~~Company, ~~but~~and ~~preventing them~~Gen. ~~from~~Clark ~~taking~~served ~~any~~as ~~corporate~~a ~~actions~~member ~~not~~of ~~conducted~~the Compensation inCommittee of the ~~ordinary~~Board ~~course~~of Directors of ~~business~~the Company.

The ~~Majority~~Company ~~Stockholder~~wants ~~Group~~to ~~filed~~thank aGeneral ~~Schedule 13D dated October 1~~Clark, ~~2009,~~Mr. ~~with~~Smith ~~the~~and ~~Securities~~Mr. ~~and~~Campbell ~~Exchange~~for ~~Commission~~their onexceptional ~~October 2,~~service ~~2009,~~as ~~identifying~~directors ~~the~~over ~~members of~~ the ~~Majority~~past ~~Stockholder~~several ~~Group and the purpose of the transactions~~years.

~~Item~~By resolutions duly adopted by the Company’s Board of Directors, effective October 513, 2009, (i) each of Messrs.02 ~~Departure~~Bal Johal, Ian Wallis, Luke Jones and Bradley Jay resigned as a director of ~~Directors~~the orCompany, ~~Certain~~(ii) the ~~Officers;~~number ~~Election~~of directors constituting the entire Board of Directors; ~~Appointment~~was ofreduced ~~Certain~~from ~~Officers;~~fourteen ~~Compensatory~~(14) ~~Arrangements~~to seven (7) and (iii) the following persons remained as directors of the ~~Certain~~Company ~~Officers.~~for the terms set forth opposite such person’s name:

On October 1, 2009, the Majority Stockholder Group appointed and elected, by written consent, the following employees of entities affiliated with MML to fill eight (8) newly created directorships:


Name	Appointed to the Class of Directors With Term to Expire at the Annual Meeting of Stockholders to be Held in:

Bob Marbut		2010
Ron Chaimovski		2010
Dean H. Blythe		2010
Shawn St. Jean		2011
Mark Evers		2011
James Read		2012
Robert Davies		2012

		Appointed to Class of Directors
		With Term to Expire at the Annual
Name		Meeting of Stockholders to be Held in:
James Read		2012
Robert Davies		2012
Mark Evers		2012
Bradley Jay		2011
Bal Johal		2011
Luke Jones		2011
Shawn St. Jean		2010
Ian Wallis		2010

A copy of the press release announcing the forgoing is attached hereto as Exhibit 99.1.

~~James~~Item ~~Read, 59, is a Founder Partner of MML Capital Partners LLP, an independent investment management firm, which he co-founded in 1988~~8.01 ~~Mr. Read~~Other ~~received a Bachelors degree from the University of Michigan and an MBA in Finance from the University of Pittsburgh~~Events.

~~Robert~~Dismissal ~~Davies,~~of ~~59,~~Pending isActions ~~a Managing Partner at MML Capital Partners LLP, an independent investment~~in ~~management~~Delaware ~~firm~~Chancery ~~which he joined in January 2004. Mr. Davies received a BA and MA from Cambridge~~Court ~~University.~~

~~Mark~~By ~~Evers~~resolutions duly adopted by the six incumbent board members of the Company as of October 9, 2009, 34the six incumbent directors confirmed and ratified the Stockholder Consent Actions. As a result of such confirmation and ratification, ison October 13, 2009, Mezzanine Management Fund IV A, L.P. and Mezzanine Management Fund IV Coinvest ‘A’, L.P. filed a ~~Managing~~notice ~~Partner~~with atthe ~~MML~~Delaware ~~Capital~~Court ~~Partners~~of ~~LLP~~Chancery to voluntarily dismiss, anwithout ~~independent~~prejudice, ~~investment~~the pending claim under Section 225 of the ~~management~~Delaware ~~firm~~General ~~which~~Corporation heLaw ~~joined~~to hear and confirm the validity of the Stockholder Consent Actions in ~~July 2004.~~amending ~~Mr.~~and restating the Company’s Bylaws and filling the eight (8) ~~Evers~~newly ~~received~~created directorships on the Board and the request for a status BAquo ~~from~~order ~~Duke~~permitting ~~University~~the incumbent directors and anmanagement to continue ~~MBA~~to manage the Company’s day-to-day operations during the pendency of the proceeding, but preventing them from ~~Columbia~~taking ~~Business~~any ~~School~~corporate actions not conducted in the ordinary course of business.

~~Bal~~Distribution ~~Johal,~~of 40Notice ~~is a Managing Partner at MML Capital Partners LLP, an independent investment management firm which he joined in November 2006. Prior~~ to ~~that, Mr. Johal was an Investment~~Shareholders ~~Director at 3i plc, an international private equity firm, which he joined in October 1996. Mr. Johal received a BSc Honors in Business Studies from Nottingham Trent University.~~

~~Luke~~On ~~Jones~~or about October 14, 322009, isthe anCompany ~~Investment~~distributed, ~~Director~~to atholders ~~MML~~of ~~Capital~~record ~~Partners~~of ~~LLP,~~the ~~an independent investment~~Company’s ~~management~~outstanding ~~firm~~common ~~which~~stock, heunits ~~joined~~consisting inof ~~June 2007.~~common ~~Prior~~stock toand ~~that,~~warrants ~~Mr.~~and Series ~~Jones~~B ~~worked in corporate finance~~Convertible ~~advisory~~Preferred atStock ~~Deloitte~~(collectively, &“Capital ~~Touche~~Stock”), ~~LLP~~a ~~which~~Notice heto ~~joined~~Stockholders inpursuant ~~April 2005. From June 2003~~ to ~~April~~Section ~~2005 he~~228 ~~worked~~of atthe ~~Citigroup~~Delaware asGeneral anCorporation ~~Assistant~~Law ~~Vice President in~~ (the ~~Credit~~“Notice”). ~~Derivatives~~The ~~Financial~~Notice ~~Control Team.~~informed ~~Mr. Jones~~the ~~received~~holders aof ~~BSc~~Capital Stock ~~Honors~~of inthe ~~Physics~~Stockholder ~~from~~Consent ~~the~~and ~~University~~related ofStockholder ~~Nottingham~~Consent Actions.

~~Shawn~~A ~~St.~~copy ~~Jean,~~of ~~36,~~the Notice is afiled ~~Managing~~as ~~Partner at MML Capital Partners LLP, an independent investment management firm which he joined in February~~Exhibit ~~2005~~99.2 ~~Prior~~hereto toand ~~that,~~is ~~Mr. St.~~hereby ~~Jean~~incorporated ~~was~~by ~~a Senior Vice~~reference ~~President at Greenwich Power LLC, an energy-focused private equity fund which he joined~~ in ~~December 2000.~~its ~~Mr. St.~~entirety ~~Jean~~into ~~received~~this aCurrent ~~BBA~~Report inon ~~Finance,~~Form ~~Commonwealth Scholar, from the University of Massachusetts at Amherst~~8-K.

~~Ian Wallis, 39 is a Managing Partner at MML Capital Partners LLP, an independent investment management firm which he joined in November~~Item ~~2006~~9.01 ~~Prior~~Financial toStatements ~~that,~~and MrExhibits. ~~Wallis worked at 3i plc, an~~ ~~international private equity firm, which he joined in November 1999. Mr. Wallis received a BA Honors in History from University of London.~~

At this time, none of the new directors have been appointed to any committee of the Board. Each of the new directors was elected pursuant to a written consent among the Majority Stockholder Group described in Item 5.01 above.


Exhibit No.		Description

	99.1	Press Release dated October 13, 2009.

	99.2	Notice to Shareholders dated October 13, 2009.

InSIGNATURES ~~the last two years, the MML Funds have engaged in the following related party transactions with the~~ ~~Company of the kind required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~

OnPursuant ~~April 22,~~to ~~2008,~~ the ~~Company entered into a Securities Purchase Agreement with the MML Funds,~~ ~~pursuant~~requirements toof ~~which~~ the ~~MML~~Securities ~~Funds~~Exchange ~~purchased~~Act ~~an aggregate~~ of 181934,~~750~~ ~~shares of a newly created series of~~ the ~~Company’s~~Registrant ~~preferred~~has ~~stock, designated~~duly ~~“Series A~~caused ~~Convertible~~this ~~Preferred~~report ~~Stock”,~~to ~~par~~be ~~value~~signed ~~$0.0001~~on ~~per~~its ~~share~~behalf ~~for~~by anthe ~~aggregate~~undersigned ~~purchase~~hereunto ~~price~~duly ~~of $15,000,000~~authorized.

On January 8, 2009, the Company entered into a Securities Purchase Agreement with the MML Funds pursuant to which they purchased an aggregate of 27,273 shares of a newly created series of our preferred stock, designated “Series B Convertible Preferred Stock”, par value $0.0001 per share for $110 per share, for an aggregate purchase price of $3,000,030.


	ARGYLE SECURITY, INC.

Date: October 14, 2009	By:	/s/ Donald F. Neville
		Name: Donald F. Neville
		Title: Chief Financial Officer

~~Item 5.03~~EXHIBIT ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~INDEX

On October 1, 2009, each member of the Majority Stockholder Group, together holding more than a majority of the voting power of the capital stock entitled to vote, executed a written consent to amend and restate the Company’s bylaws. The Amend Bylaws, among other things, (i) increase the number of directors constituting the Board from six (6) to fourteen (14) directors subject to any subsequent adjustment in the number of directors as determined by the Board (Section 3.1), (ii) amend certain procedural matters relating to the elections of directors and appointment of directors to fill vacancies (Sections 3.2 and 3.3), (iii) amend certain procedural matters relating to notice of meetings of directors (Section 3.4), (iv) establish the responsibilities of the office of the President of the Company, (v) limit the scope of indemnification for indemnified persons for proceedings initiated by such indemnified persons unless authorized by the Board, (vi) remove the waiver by the Company of personal liability of directors for breach of fiduciary duty since such provision exists in the Company’s certificate of incorporation and (vii) remove the requirement that the Board present a full and clear statement of the business and condition of the Company at each annual meeting and at any special meeting of stockholders (Former Section 8.3, which was deleted).


Exhibit No.		Description

99.1		Press Release dated October 13, 2009.

99.2		Notice to Shareholders dated October 13, 2009.

As stated in Item 5.01 above, the MML Funds filed an application with the Delaware Court of Chancery under Section 225 of the Delaware General Corporation Law to hear and confirm the validity of the Majority Stockholder Group’s actions in adopting the Amended Bylaws.

Item 8.01 Other Events.

On October 1, 2009, the Company and the special committee (the “Special Committee”) of the Board was informed that, as a result of confirmatory due diligence performed by MML in connection with the proposed offer set forth in the non-binding letter of intent date June 15, 2009, MML determined that a negotiated transaction on the terms under discussion was no longer viable and terminated its negotiations with the Special Committee.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.				Description
	3.2			Amended and Restated By-Laws of Argyle Security, Inc.

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.

	ARGYLE SECURITY, INC.
Date: October 6, 2009	By:	/s/ Donald F. Neville
		Name:	Donald F. Neville
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.				Description
	3.2			Amended and Restated By-Laws of Argyle Security, Inc.

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