-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AcpkaiFN/T/RuvYlxC9xhLKPUC4eipWOAo9djQgyBrLvChQJ8HKtaIPRSxT77ERW cZj1n+/L7Dv1+W7qapZJ0A== 0000925328-97-000043.txt : 19971028 0000925328-97-000043.hdr.sgml : 19971028 ACCESSION NUMBER: 0000925328-97-000043 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971027 EFFECTIVENESS DATE: 19971027 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURACOM INC CENTRAL INDEX KEY: 0001037453 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 222817302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38805 FILM NUMBER: 97701281 BUSINESS ADDRESS: STREET 1: 50 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2019309500 MAIL ADDRESS: STREET 1: 50 TICE BLVD STREET 2: 50 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 S-8 1 FORM S-8 FOR SECURACOM, INCORPORATED As filed with the Securities and Exchange Commission on October 27, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SECURACOM, INCORPORATED (Exact name of issuer as specified in its charter) Delaware 22-2817302 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 50 Tice Boulevard Woodcliff Lake, New Jersey 07675 (201) 930-9500 (Address of Principal Executive Offices and Zip Code) Warrants to Purchase Common Stock (Full title of the plan) Ronald C. Thomas President and Chief Executive Officer Securacom Incorporated 50 Tice Boulevard Woodcliff Lake, New Jersey 07675 Tel: (201) 930-9500 (Telephone number, including area code, of agent for service) Copy to: Michael Joseph, Esq. Dyer Ellis & Joseph 600 New Hampshire Avenue, N.W. Washington, D.C. 20037 1 CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed maximum Proposed maximum Amount of to be registered be registered offering price aggregate offering registration fee per share price Common Stock, par value $.01 per share............................. 294,382(1) $2.834 $834,382 $253 - ---------------------------------- ------------------ -------------------- --------------------- ---------------------
(1) Represents shares issuable upon the exercise of outstanding warrants to purchase an aggregate of 294,382 shares of the Company's Common Stock at a weighted average exercise price of $ 2.834 per share. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The registrant hereby incorporates by reference into this registration statement the following documents filed by the registrant with the Securities and Exchange Commission: (a) The description of the registrant's Common Stock, $.01 par value, incorporated by reference to the registrant's Registration Statement on Form S-1, as amended, Commission File No. 333-26439; and (b) The registrant's prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed with the Commission on October 2, 1997. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company's Certificate of Incorporation and By-laws provide for indemnification of directors, officers, agents, and employees of the Company to the fullest extent permitted by law. Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his service as a director or officer of the corporation, or his service, at the corporation's request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees) that are actually and reasonably incurred by him ("Expenses"), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him, in connection with the defense or settlement of such action, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in 3 which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (1) by a majority vote of a quorum of disinterested members of the board of directors, or (2) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (3) by the stockholders. The General Corporation Law of the State of Delaware also provides for mandatory indemnification of any director, officer, employee or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the General Corporation Law of the State of Delaware provides the general authorization of advancement of a director's or officer's litigation expenses in lieu of requiring the authorization of such advancement by the board of directors in specific cases, and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or otherwise. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5.1 Opinion of Dyer Ellis & Joseph as to the legality of securities being registered 10.1 Form of Warrant to Purchase Common Stock and Schedule of Warrant Holders 23.1 Consent of Grant Thornton LLP 23.2 Consent of Amper, Politziner & Mattia 23.3 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1) 24.1 Power of Attorney Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey on the 27th day of October, 1997. SECURACOM, INCORPORATED By: * Ronald C. Thomas President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE * Ronald C. Thomas President, Chief Executive October 27, 1997 Officer, and Director (Principal Executive Officer) * Larry M. Weaver Executive Vice President, October 27, 1997 Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) * Chairman and Director October 27, 1997 - -------------------------------------- Wirt D. Walker, III Director October , 1997 Mishal Yousef Soud Al Sabah Director October , 1997 Marvin Bush * Director October 27, 1997 - -------------------------------------- Robert B. Smith, Jr.
* /s/ MICHAEL JOSEPH Michael Joseph Attorney-in-Fact 6 EX-5.1 2 OPINION OF DYER ELLIS & JOSEPH Exhibit 5.1 October 27, 1997 Securacom, Incorporated 50 Tice Boulevard Woodcliff Lake, New Jersey 07675 Ladies and Gentlemen: We have acted as counsel for Securacom, Incorporated, a Delaware corporation (the"Company"), in connection with the issuance and sale pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") of up to an aggregate of 294,382 shares of its Common Stock, par value $0.01 per share (the "Shares") that may be issued from time to time pursuant to certain warrants to purchase Common Stock (the "Warrants"). Based upon our examination of such corporate records and other documents and such questions of law as we have deemed necessary and appropriate, we are of the opinion that the Shares have been duly authorized and, when sold as provided in the Warrants, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Dyer Ellis & Joseph EX-10.1 3 FORM OF WARRANT Exhibit 10.1 FORM OF WARRANT Void After THIS WARRANT AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHER, SUCH TRANSFER IS SUBJECT TO THE CONDITIONS SPECIFIED HEREIN AND NO TRANSFER OF SUCH SECURITIES MAY BE CONSUMMATED UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. Securacom, Incorporated Warrant for the Purchase of Common Stock Securacom, Incorporated, a Delaware Corporation (the "Company") hereby certifies that, for value received, (the "Holder") is entitled, subject to terms set forth below, to purchase from the Company fully paid and nonassessable shares of the Common Stock, $.01 par value per share (the "Common Stock"), of the Company at a purchase price of $ per share (the "Per Share Purchase Price") for a maximum aggregate purchase price of ($ ) (the "Aggregate Purchase Price"). The Shares of the Common Stock purchasable hereunder are referred to as the "Warrant Shares." 1. Exercise of Warrant This Warrant may be exercised by the Holder of this Warrant by surrendering it, together with the form of Subscription attached hereto, duly completed and executed by the Holder, to the Company and upon payment for the Warrant Shares prior to . If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Common Stock. Upon partial exercise, the Company shall promptly issue and deliver to the Holder of this Warrant a new Warrant or Warrants of like tenor for the unexercised portion remaining subject to exercise prior to the expiration date set forth herein. This Warrant will vest % per year over three years from and will be cancelled prior to vesting in the event the Holder either resigns from the Company or is terminated for justifiable cause. 2. Issuance of Certificates As soon as practicable after full or partial exercise of this Warrant and payment for the Warrant Shares, the Company will cause to be issued in the name of and delivered to the Holder of this Warrant a certificate or certificates for the number of full shares of Common Stock of the Company to which such Holder shall be entitled upon such exercise. 3. Protection Against Dilution If this Warrant shall be exercised subsequent to any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization or liquidation of the Company occurring after the date hereof as a result of which shares of any class shall be issued in respect of outstanding shares of Common Stock (or shall be issuable in respect of securities convertible into shares of Common Stock) or upon exercise of rights (other than this Warrant) to purchase shares of the same or a different number of shares of the same or another class or classes, this Warrant shall evidence, for the aggregate price paid upon such exercise, the right to purchase the aggregate number and class of shares exercised immediately before such stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization or liquidation. Prior to the expiration of this Warrant, the Company will reserve and keep available a sufficient number of shares of Common Stock to satisfy the requirements of this Warrant. The Company will take all actions as may be necessary to assure that all shares of capital stock issued upon exercise of this Warrant will be duly and validly authorized and issued and fully paid and nonassessable. The Company shall not be obligated to sell any shares of Common Stock or other securities upon exercise of this Warrant if, at the time of such exercise, such sale would violate any applicable laws or governmental rules or regulations regarding sales of securities. 4. Notice The Company shall give written notice by certified mail, return receipt requested, to the registered Holder of this Warrant at the Holder's address shown in the Company's books of stock dividend, distribution or subscription rights, adjustment or readjustment of the Per Share Purchase Price or the number of shares of Common Stock, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place. Such notice shall be mailed at least fifteen (15) business days, prior to the first of the dates specified above. 5. Restrictions on Transfer - Legends (a) The Warrant and the Common Stock that can be purchased upon its exercise shall not be transferable unless the terms and conditions of this Warrant have been strictly complied with. This Warrant shall bear the legend set forth on the face hereof and each certificate of Common Stock issued upon its exercise to the Holder or any subsequent transferee of any such certificate shall be imprinted with the legends in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and such shares may not be sold or transferred unless such sale or transfer is in accordance with the registration requirements of the Securities Act of 1933, as at the time amended, and the appropriate state securities laws, or unless some other exemption from the registration requirements of such Act and State laws is available with respect thereto. The shares represented by this Certificate are transferable only to the Corporation or to the Shareholders of the Corporation unless and until the Holder hereof 9 shall have complied with all provisions of the Articles of Incorporation, Bylaws and any applicable agreement with the Corporation affecting the sale thereof, copies of which are on file at the principal office of the Corporation." (b) Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. 6. Amendment This Warrant and any of its terms may be changed only by a written instrument signed by the Company and the Holder. 7. Warrant Holder Not Shareholder Except as otherwise provided herein, this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof. 8. Loss, etc., of Warrant Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. This Warrant shall be binding upon successors or assigns of the Company. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and Chief Executive Officer and its corporate seal to be hereunto affixed. Date: Securacom, Incorporated By: 10 SCHEDULE OF WARRANT HOLDERS Number of Name Warrants Held Allen, Willie J. Jr.......................................... 25,000 Giordano, Kathleen E......................................... 10,000 Lagow, R. Michael............................................ 25,000 Sander, Charles C............................................ 50,000 Thomas, Ronald C............................................. 159,382 Weinstein, Albert A.......................................... 25,000 11 EX-23.1 4 CONSENT OF GRANT THORNTON Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 12, 1997 accompanying the financial statements and schedule of Securacom, Incorporated contained in the Registration Statement on Form S-1 (File No. 333- 26439) incorporated by reference on Form S-8. We consent to the incorporation by reference of the aforementioned report in the Registration Statement on Form S-8. GRANT THORNTON LLP Parsippany, New Jersey October 23, 1997 EX-23.2 5 CONSENT OF AMPER POLITZINER Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Securacom, Incorporated We hereby consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) and related Prospectus pertaining to the Warrants to Purchase Common Stock of Securacom, Incorporated and to the incorporation by reference therein of our report dated June 3, 1996, with respect to the financial statements and schedules of Securacom, Incorporated, incorporated by reference in its Prospectus as of December 31, 1995 and for each of the two years then ended, filed with the Securities and Exchange Commission. AMPER, POLITZINER & MATTIA October 24, 1997 Edison, New Jersey EX-24.1 6 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Securacom, Incorporated a corporation organized under the laws of the State of Delaware (the "Corporation"), and the undersigned officers and directors of the Corporation, individually and in their respective capacities indicated below, hereby make, constitute, and appoint Michael Joseph and John F. Kearney its and their true and lawful attorneys, their separate or joint signatures sufficient to bind, with power of substitution, to execute, deliver, and file in its or their behalf, and in each person's respective capacity or capacities as shown below, a registration statement on Form S-8 under the Securities Act of 1933, any and all amendments to and any and all documents in support of or supplemental to said registration statement by the Corporation; and the Corporation and each said person hereby grant to said attorneys full power and authority to do and perform each and every act and thing whatsoever as any one of said attorneys may deem necessary or advisable to carry out the full intent of this Power of Attorney to the same extent and with the same effect as the Corporation or the undersigned officers and directors of the Corporation might or could do personally in its or their capacity or capacities as aforesaid; and the Corporation and each of said persons hereby ratify, confirm, and approve all acts and things that any one of said attorneys may do or cause to be done by virtue of this Power of Attorney and its signature or their signatures as the same may be signed by any one of said attorneys to said registration statement and any and all documents in support of or supplemental to said registration statement and any and all amendments thereto. Dated as of October 27, 1997. Securacom, Incorporated
Attest: /s/ ELIZABETH SCHMITT By: /s/ RONALD C. THOMAS Elizabeth Schmitt Ronald C. Thomas Secretary President, Chief Executive Officer and Director (Principal Executive Officer) /s/ RONALD C. THOMAS /s/ LARRY M. WEAVER Ronald C. Thomas Larry M. Weaver President, Chief Executive Officer and Director Executive Vice President, Chief Operating Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ WIRT D. WALKER III Wirt D. Walker III Mishal Yousef Chairman and Director Soud Al Sabah Director /s/ ROBERT B. SMITH, JR. Marvin Bush Robert B. Smith, Jr. Director Director
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