-----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, TKamVZgWqdYPf9sMrHfwwGxHcTPvNQkTSfyCXVctPDIC3ZBnq6smljorX7oDblic qlz6Xqb9fLUn3Dr35QIe9g== 0000028365-99-000016.txt : 19991119 0000028365-99-000016.hdr.sgml : 19991119 ACCESSION NUMBER: 0000028365-99-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991118 EFFECTIVENESS DATE: 19991118 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: S-8 SEC ACT: SEC FILE NUMBER: 333-91223 FILM NUMBER: 99760511 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 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 18, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DETECTION SYSTEMS, INC. (exact name of registrant as specified in its charter) NEW YORK 16-0958589 ---------------------------------- ------------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 130 PERINTON PARKWAY, FAIRPORT, NEW YORK 14450 (Address of Principal Executive Offices) DETECTION SYSTEMS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the Plan) --------------------------------------------------------- Karl H. Kostusiak, President Detection Systems, Inc. 130 Perinton Parkway Fairport, New York 14450 716-223-4060 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Justin P. Doyle, Esq. Nixon Peabody LLP Clinton Square, P.O. Box 1051 Rochester, New York 14604 716-263-1000 CALCULATION OF REGISTRATION FEE Proposed Proposed Amount of Securities to Amount to be Maximum Offering Maximum Aggregate Registration be registered registered price per share* offering price* fee Common Stock $.05 par value and associated options 50,000 $9.688 $484,375 $134.66 - --------------- *Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and based upon the average of the high and low trade prices for the registrant's Common Stock on The Nasdaq Stock Market on November 16, 1999. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents which have been filed by Detection Systems, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934 filed with the SEC on June 29 1999; (b) The Company's Proxy Statement relating to its 1999 Annual Meeting of Stockholders filed with the SEC on July 8, 1999; (c) The description of the Company's Common Stock contained in Exhibit 4 to the Company's 1993 Annual Report on Form 10-K (File No. 0-8125), including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the 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 New York Business Corporation Law (the "BCL") provides that if a derivative action is brought against a director or officer of a corporation, the corporation may indemnify him or her against amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him or her, in connection with the defense or settlement of such action, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made without court approval in respect of a threatened action, or a pending action settled or otherwise disposed of, or in respect of any matter as to which such director or officer has been found liable to the corporation. In a nonderivative action or threatened action, the BCL provides that a corporation may indemnify a director or officer against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him or her in defending such action, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the corporation. Under the BCL, a director or officer who is successful, either in a derivative or nonderivative action, is entitled to indemnification as outlined above. Under any other circumstances, such director or officer may be indemnified only if certain conditions specified in the BCL are met. The indemnification provisions of the BCL are not exclusive of any other rights to which a director or officer seeking indemnification may be entitled pursuant to the provisions of the certificate of incorporation or the bylaws of a corporation or, when authorized by such certificate of incorporation or bylaws, pursuant to a shareholders' resolution, a directors' resolution or an agreement providing for such indemnification. The above is a general summary of certain provisions of the BCL and is subject, in all cases, to the specific and detailed provisions of Sections 721-725 of the BCL. Article V, Section 2 of the Company's By-Laws contains provisions requiring indemnification by the Company of its directors and officers against certain liabilities and expenses which they may incur as directors and officers of the Company or of certain other entities in accordance with Sections 722-723 of the BCL. Section 726 of the BCL also contains provisions authorizing a corporation to obtain insurance on behalf of any director and officer against liabilities, whether or not the corporation would have the power to indemnify against such liabilities. The Company maintains insurance coverage under which the directors and officers of the Company are insured, subject to the limits of the policy, against certain losses, as defined in the policy, arising from claims made against such directors and officers by reason of any wrongful acts as defined in the policy, in their respective capacities as directors or officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. EXHIBIT NUMBER DESCRIPTION LOCATION -------- ------------- ---------- 4(a) Certificate of Incorporation Incorporated by reference of Detection Systems, Inc., to Exhibit 3(a) of the as amended Registrant's Quarterly Report on form 10-Q for the quarter ended 9/30/99. 4(b) By-laws of Detection Systems, Inc., Incorporated by reference as amended to Exhibit 3(b) of the Registrant's 1997 Annual Report on Form 10-K 4(c) Detection Systems, Inc. Filed herewith 1997 Stock Option Plan, as amended 5 Opinion of Nixon Peabody LLP Filed herewith 23(a) Consent of PricewaterhouseCoopers LLP Filed herewith 23(b) Consent of Nixon Peabody LLP Included in Exhibit 5 24 Power of Attorney Included on signature page 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 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; (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 in the initial bona fide offering thereof; and (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 the purposes of determining 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities at that time shall be deemed to be in 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 or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Company certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York, on November 18, 1999. DETECTION SYSTEMS, INC. /s/ Karl H. Kostusiak Karl H. Kostusiak Chairman, Chief Executive Officer & President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Karl H. Kostusiak and Frank J. Ryan, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Karl H. Kostusiak Chairman, CEO, President and Director 11/18/99 Karl H. Kostusiak (Principal Executive Officer) /s/ Frank J. Ryan Vice President and Secretary/Treasurer 11/18/99 Frank J. Ryan (Principal Financial Officer) /s/ Christopher P. Gerace Vice President and Chief Accounting Officer 11/18/99 Christopher P. Gerace (Principal Accounting Officer) /s/ Donald R. Adair Director 11/16/99 Donald R. Adair /s/ Mortimer B. Fuller, III Director 11/16/99 Mortimer B. Fuller, III /s/ David B. Lederer Director 11/17/99 David B. Lederer /s/ Edward C. McIrvine Director 11/16/99 Edward C. McIrvine EX-4 2 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS Exhibit 4(c) DETECTION SYSTEMS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN Adopted by the Board of Directors September 4, 1998 This is a stock plan pursuant to which options to purchase the Common Stock of Detection Systems, Inc., a New York corporation (the "Corporation"), may be granted to non-employee directors of the Corporation as partial compensation for their service as directors. This plan shall be known as the Non-Employee Director Stock Option Plan (the "Plan"). The purpose of the Plan is to obtain and retain the services of qualified persons who are not full-time employees of the Corporation to serve as directors. SECTION 1. ADMINISTRATION. The Plan shall be administered by the Corporation's Board of Directors (the "Board"). The Board shall, subject to the provisions of the Plan and Section 9 in particular, grant options under the Plan and shall have the power to construe the Plan, to determine all questions thereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. SECTION 2. SHARES AVAILABLE. The Board shall reserve for the purposes of this Plan, out of the authorized but unissued shares of Common Stock of the Corporation, or out of shares of Common Stock held in its Treasury, or partly out of each, as shall be determined by the Board, a total of 50,000 shares of the Common Stock (or the number and kind of shares of stock or other securities which, in accordance with Section 7 of this Plan, shall be substituted for those shares or to which those shares shall be adjusted). In the event that an option granted under the Plan to any non-employee director expires or is terminated unexercised as to any shares covered thereby, the shares not purchased under it shall thereafter again be available for the purposes of this Plan. SECTION 3. ELIGIBILITY. Each member of the Corporation's Board of Directors who is not a full-time employee of the Corporation ("non-employee director") shall be eligible to receive stock options under this Plan. SECTION 4. GRANTS AND TERMS OF OPTIONS; OPTION AGREEMENTS. The Board of Directors may grant options from time to time under this Plan, provided that any options granted prior to ratification of this Plan by the Corporation's shareholders as provided in Section 8 below shall be subject to receipt of that ratification. The number of shares purchasable under each option and all other terms and conditions of the option shall be as determined by the Board of Directors, provided that, unless this Plan is validly amended as provided in Section 9 below, in the case of any inconsistency between this Plan and the terms and conditions of any option, the provisions of this Plan shall prevail. As soon as practicable after the grant of an option under the Plan, the Corporation and the non-employee director shall enter into a Stock Option Agreement evidencing the option so granted and its terms and conditions. That agreement shall be in such form, consistent with the Plan, as the Board shall deem appropriate. SECTION 5. EXERCISE AND TERM OF OPTIONS. (a) Options granted under the Plan shall be exercisable as provided in the terms of the option grant and the related Stock Option Agreement. (b) The option exercise price of the shares of Common Stock subject to options shall be 100% of the market value of the shares on the day the option is granted. The option price will be subject to adjustment in accordance with the provisions of Section 7 of this Plan. For purposes of this Plan, the market value of a share of Common Stock on any day shall be the closing price of such a share on that day on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or, if there is no such price on that day, the closing price of such a share on NASDAQ on the last preceding day on which there was such a price, except that, if the Board determines that NASDAQ is not the principal trading market system for the Corporation's Common Stock, then the market value shall be the reported closing price of the Common Stock on such other market system or exchange as the Board determines is then the principal trading market for shares of the Corporation's Common Stock. (c) Options granted under the Plan shall have a term of up to ten years from the date of the granting thereof, PROVIDED, HOWEVER, THAT EACH OPTION SHALL AUTOMATICALLY TERMINATE AT THE CLOSE OF BUSINESS ON THE 210TH day after the day on which the non-employee director ceases to be a director of the Corporation and if that day is not a regular business day at the Corporation's principal office, then at the close of business of the next such regular business day. (d) Options granted under this Plan shall not be transferable by the non-employee director otherwise than by will, or if he or she dies intestate, by the laws of descent and distribution of the state of domicile at the time of death, and options shall be exercisable during the director's lifetime only by the director. SECTION 6. MANNER OF EXERCISE OF OPTION. Options granted hereunder shall be exercised by the directors or the director's executor or administrator ("optionee") delivering to the Corporation, from time to time within the time limits specified in Section 6 hereof, a written notice specifying the number of shares the optionee then desires to purchase together with (i) cash, check or wire transfer payable in United States currency to the order of the Corporation for an amount equal to the option price for the shares being purchased, or (ii) shares of the Corporation's Common Stock owned by the optionee duly endorsed to the order of the Corporation, the value of which will be deemed equal to the closing market price of such shares on the date of exercise, or (iii) any combination of the foregoing, and such other instruments or agreements duly signed by the optionee as in the opinion of counsel for the Corporation may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, any appropriate state securities laws or any applicable requirement of any national stock exchange or quotation or market system on which the shares of Common Stock may then be traded. As soon as practicable after any such exercise of the option in whole or in part by the optionee, the Corporation will deliver to the optionee at the principal offices of the Corporation, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in the optionee's name. The stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Corporation's transfer agent, as may be deemed necessary or advisable by counsel to the Corporation in order to comply with the requirements of the Securities Act of 1933 or any state securities laws. SECTION 7. ADJUSTMENT OF NUMBER OF SHARES. If a dividend or stock split shall hereinafter be declared upon the Common Stock of the Corporation payable in shares of Common Stock of the Corporation, then the number of shares of Common Stock then subject to any outstanding option under the Plan, the number of shares reserved for issuance under those outstanding options, and the number of shares reserved for issuance pursuant to the Plan but not yet covered by an option shall be adjusted by adding to each such share the number of shares which would be distributable thereon if the share had been outstanding on the date fixed for determining the Shareholders entitled to receive the stock dividend or stock split. If the outstanding shares of the Common Stock of the Corporation shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation whether through reorganization, recapitalization or reclassification, then there shall be substituted for each share of Common Stock subject to any outstanding option under the Plan and for each share of Common Stock reserved for issuance pursuant to the Plan but not yet covered by an option, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged. If, prior to the delivery by the Corporation of all the shares in respect of which an option has been granted hereunder, a merger, consolidation, or dissolution in which the Corporation is not the surviving corporation shall occur or a transfer of substantially all the assets of the Corporation shall occur: (a) If provision has been made in writing in connection with the transaction for the assumption and continuance of any such option granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision has not been made in the transaction for the continuance and assumption of an option granted hereunder or for the substitution of an option covering the shares of the successor corporation, then the holder of an option granted hereunder shall be entitled, prior to the effective date of any the transaction, to purchase the full number of shares under the option, failing which purchase, any unexercised portion shall be deemed canceled as of the effective transaction date. If there is any change, other than as specified above in this Section 7, in the number or kind of outstanding shares of Common Stock of the Corporation or of any stock or other securities into which the Common Stock has been changed or for which it has been exchanged, then appropriate adjustment shall be made in the number and kind of shares subject to and reserved for issuance pursuant to this Plan and as to which outstanding options or portions then unexercised shall be exercisable, to the end that the proportionate interest of the holder of an option and a prospective holder, with respect to options theretofore granted and to be granted, shall be maintained as before the occurrence of the change or exchange. In the case of any such substitution or adjustment as provided for in this Section, the option price for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of stock or other securities which shall have been substituted for the share or to which the share has been adjusted pursuant to this Section. No adjustment or substitution provided for in this Section 7 shall require the Corporation to sell a fractional share, and the total substitution or adjustment with respect to each option shall be limited accordingly. SECTION 8. EFFECTIVE DATE AND DURATION OF STOCK PLAN. The effective date of the Plan shall be September 4, 1998, the date of its adoption by the Board. The duration of the Plan shall be ten years from the effective date. The Plan and all options granted hereunder prior to the Corporation's 1999 annual meeting of shareholders shall be subject to ratification by shareholders at that or any prior meeting. SECTION 9. AMENDMENT OF THE PLAN. The Board shall have the right to amend, suspend, or terminate this Plan at any time, except that shareholder approval shall be required for any amendment which: (a) increases the maximum number of shares subject to the Plan (subject to Section 7 above); (b) changes the provisions of the Plan regarding the determination of the option exercise price (subject to Section 7 above); (c) changes the maximum period during which any options may be granted or remain outstanding; or (d) changes the requirements as to the class of persons eligible to receive options. Termination or suspension of the Plan or any amendment of it shall not, without the consent of a holder of an outstanding option issued under the Plan, affect the holder's rights under that option. EX-5 3 OPINION RE: LEGALITY Exhibit 5 Nixon Peabody LLP Attorneys and Counselors at Law Clinton Square, Post Office Box 1051 Rochester, New York 14603-1051 Phone: (716) 263-1000, Fax: (716) 263-1600 November 18, 1999 Detection Systems, Inc. 130 Perinton Parkway Fairport, New York 14450 Gentlemen: We have acted as counsel to Detection Systems, Inc. (the "Company") in connection with the Registration Statement on form S-8 filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the issuance of up to 50,000 shares of Common Stock of the Company, par value $.05 per share, pursuant to the Company's Non-Employee Director Stock Option Plan (the "Plan"). We have examined the originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Company and all such agreements, certificates of public officials, certificates of officers or other representatives of the Company, and such other documents, certificates and other corporate records as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including (i) the Certificate of Incorporation of the Company, as amended to the date hereof, (ii) the By-laws of the Company, as amended to the date hereof, (iii) copies of certain resolutions duly adopted by the Board of Directors and shareholders of the Company and (iv) the Plan. Based upon and subject to the foregoing, and after (a) the above-referenced Registration Statement becomes effective with the Securities and Exchange Commission under the Act and assuming that such effectiveness remains in effect throughout the period during which shares of Common Stock are offered and sold pursuant to the Plan, (b) the shares of Common Stock to be offered and sold pursuant to the Plan have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the Board of Directors or Compensation Committee of the Board of Directors of the Company shall have been taken to duly authorize the offer, issuance and sale of Common Stock to be offered and sold pursuant to the Plan, and (d) the shares of Common Stock to be offered and sold pursuant to the Plan have been delivered pursuant to and in accordance with the terms of the Plan and related agreements and instruments, we are of the opinion that the 50,000 shares of Common Stock to be offered and sold pursuant to the Plan will have been duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for your benefit in connection with the transactions described above and, except as provided in the immediately preceding paragraph, may not be otherwise communicated to, reproduced, filed publicly or relied upon by, any other person or entity for any other purpose without our express prior written consent. This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and we disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of our opinions as of a later date. Very truly yours, /s/ Nixon Peabody LLP EX-23 4 CONSENTS OF EXPERTS AND COUNSEL Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 24, 1999, relating to the consolidated financial statements of Detection Systems, Inc., which appears as Exhibit 13 of the Detection Systems, Inc. Form 10-K for the year ended March 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Rochester, New York November 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----