-----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, S/N0ZH1PnAfysMMN7OM+7Jda4vRexaYCWjHcQ2atSX2wjFod29KRjg9v+ETmYYqs Jg8WVr46yT71YamZsKK4hQ== 0000028365-98-000002.txt : 19980210 0000028365-98-000002.hdr.sgml : 19980210 ACCESSION NUMBER: 0000028365-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980121 ITEM INFORMATION: FILED AS OF DATE: 19980209 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETECTION SYSTEMS INC CENTRAL INDEX KEY: 0000028365 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 160958589 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08125 FILM NUMBER: 98524654 BUSINESS ADDRESS: STREET 1: 130 PERINTON PKWY CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162234060 MAIL ADDRESS: STREET 1: 130 PERINTON PARKWAY CITY: FAIRPORT STATE: NY ZIP: 14450 8-K 1 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: January 21, 1998 (Date of earliest event reported) DETECTION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) New York State 0-8125 27-069690 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 130 Perinton Parkway, Fairport, New York 14450 (Address of Principal Executive Offices) (716) 223-4060 (Registrant's telephone number, including area code) Item 9. Sales of Equity Securities Pursuant to Regulation S. On January 21, 1998, the registrant delivered $2.8 million (USD) in cash and 186,667 shares of its common stock to Meinrad Joseph Formosa, Lot 25 Glenfern Close, West Pennant Hills, NSW Australia and John Herbert Chappell, 24 Wavell Avenue, Caloundra QLD Australia as the acquisition purchase price for all the outstanding stock of Electronics Design & Manufacturing Pty Limited. The stock was unregistered and valued at approximately $2.3 million (USD). The exemption from registration of the shares under the Securities Act of 1933 is based on Section 4(2) and Regulation S thereunder. The sale was made to the two shareholders of the Australian corporation which the registrant acquired in the transaction, the acquisition agreement restricts transfer of the shares of common stock delivered by the registrant other than in compliance with the U.S. securities laws and the certificates representing such shares are legended to reflect this restriction. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DETECTION SYSTEMS, INC. By: /s/ Frank J. Ryan Frank J. Ryan Vice President, Secretary, Treasurer Dated: February 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----