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):           January 26, 2011
 
CDSI Holdings Inc.
 
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
  
001-22563
  
95-4463937
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

     
100 S.E. Second Street, Miami, Florida
  
33131
(Address of Principal Executive Offices)
  
(Zip Code)
 
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
 
(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 (see General Instruction A.2. below):
     
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 January 26, 2011, CDSI Holdings Inc., entered into an Amendment (the “Amendment”), dated as of January 26, 2011, to increase the Commitment Amount (as defined) in its Revolving Credit Promissory Note with Vector Group Ltd., which owns 45.6% of its common stock, from $50,000 to $100,000.
 
The foregoing description of the amendments to the credit facility is qualified in its entirety by reference to the Amendment, which is included as Exhibit 4.1 hereto and incorporated herein by reference.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
See Item 1.01, which is incorporated herein by reference.

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Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit is filed herewith:

Exhibit 4.1
Amendment, dated as of January 26, 2011, to the Revolving Credit Promissory Note dated as of March 2, 2009 by and between Vector Group Ltd., as lender, and CDSI Holdings Inc., as borrower.

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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  VECTOR GROUP LTD.  
     
       
 
By:
/s/ J. Bryant Kirkland III  
    J. Bryant Kirkland III  
    Vice President and Chief Financial Officer  
       
 
Date: January 27, 2011
 
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