-----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, KQ17U4Px5BeFUFx3m9dSbRjcTF/j0ivWowIWE6ft57si66S/VviTY/4BXhFISsLc 7DB989LubLpjucvIbkKoxQ== /in/edgar/work/0000899140-00-000483/0000899140-00-000483.txt : 20001115 0000899140-00-000483.hdr.sgml : 20001115 ACCESSION NUMBER: 0000899140-00-000483 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DETECTION SYSTEMS INC CENTRAL INDEX KEY: 0000028365 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 160958589 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-08125 FILM NUMBER: 767095 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAK INC CENTRAL INDEX KEY: 0000318259 STANDARD INDUSTRIAL CLASSIFICATION: [5063 ] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 BUSINESS PHONE: 9722809675 MAIL ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 DFAN14A 1 0001.txt FILING ON SCHEDULE DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant[ ] Filed by a Party other than the Registrant[X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 Detection Systems, Inc. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) Ultrak, Inc. ------------------------------------------------ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------------ Ultrak Announces Third Quarter Results Investment Bank to Be Selected to Facilitate Review of Strategic Alternatives Including Sale of the Company LEWISVILLE, Texas, Nov. 13 -- Ultrak, Inc. (Nasdaq: ULTK - news) today announced sales of $47,265,151 for the third quarter ended September 30, 2000, compared to $51,281,007 in the same period last year. Third quarter revenues reflect the absence of Intervision (UK) which was sold last quarter, as well as the sharp drop in the Euro. Adjusting for these items, revenues were up slightly year over year. The Company's forward works list of new projects is now growing steadily and response to its new products at the two largest security shows, recently held in the U.S. and Europe, were the best Ultrak has experienced. Gross profit margins were 29.7% compared to 30.9% in the previous quarter and 32.9% in the third quarter of 1999. This decline in gross profit is primarily driven by slower system sales and the adverse impact of the weaker Euro. Even though new systems started to ship, the sales levels are in the infancy of their launch and did not have a material impact. At the same time, the drop in the Euro hurt a great deal since many of Ultrak's product purchases are denominated in U.S. dollars. Operating loss for the third quarter of 2000 was ($2,278,459) before special charges of ($1,361,241) compared to profits of $1,397,824 in the third quarter of 1999 and $675,604 in the second quarter of this year. The greatest contributor to the loss was in Europe. Operations before income taxes resulted in a loss of ($4,589,760) compared to $1,536,421 in the same period last year and a $138,332 in the second quarter of this year. Basic and diluted earnings (loss) per share from continuing operations for the third quarter of 2000 were ($0.33) on 11,709,514 weighted average shares outstanding, compared to $0.07 on 12,226,365 weighted average shares in the third quarter of 1999 and $0.00 in the second quarter of this year. The special charges of $1,361,241 were split between costs associated with the severance of management personnel and legal fees incurred with respect to the Detection Systems proxy contest. Cutting Costs and Regaining Profitability Aggressive steps to cut operating costs are underway. Ultrak plans to reduce costs (excluding depreciation and amortization) by 13% in 2001 compared to this year. Most of the reductions will be made before year-end. Capital expenditures will be much less than depreciation and amortization charges next year, thus generating cash in excess of earnings. Inventory levels will be further reduced. The new management team is streamlining and consolidating operations at every level. However, in an effort to capitalize on a strong product line, outside sales positions are being increased, an outbound telemarketing sales program is being established and product management is being strengthened. A new five-year plan is being developed that begins with establishing a new base line of profitable operations at current revenue levels and then building from there. Management believes this is a strong and achievable plan and is valid whether the Company is acquired or remains independent. "As you might suppose, companies we are talking with are very interested in this plan," stated George Broady, Chairman and CEO of Ultrak, Inc. Detection Systems Inc. Shareholdings Ultrak currently owns 21% of publicly traded Detection Systems Inc. (Nasdaq: DETC - news) and is by far the largest single shareholder. Despite this fact, Detection Systems denied Ultrak's request for a board seat and, as a result, Ultrak was unable to express its views of what might be in the best interest of all shareholders. Two members of management had extraordinarily rich golden parachutes in relation to the size of DETC, which would reduce the value of the company's shares in the event of a change in control of sale of DETC. Ultrak has filed a lawsuit challenging this and, on the eve of oral arguments before a court, the golden parachutes were amended by Detection Systems. Ultrak has continually tried to realize the enterprise value of the stock it holds through the sale of Detection Systems. Such a sale would greatly increase Ultrak's liquidity. (Based on an initial offering price from Robert Bosch GmbH, a private German company with revenues in excess of $30 billion, Ultrak would receive over $18 million.) Ultrak believes that other shareholders of Detection Systems agree that DETC should be sold and is currently engaged in a proxy contest to put three new directors on the board of DETC who are committed to maximizing shareholder value by selling DETC (there can be no assurance that, if elected, the new directors will be able to cause the sale of DETC or as to the price at which DETC might be sold). The meeting date to elect the new board is December 19, 2000. Ultrak is encouraged by the many calls and letters from other DETC shareholders supporting its position. In Talks with Interested Parties and Choosing an Investment Banker On November 1, 2000, it was announced that Ultrak was in talks with interested parties regarding strategic alternatives, including the possible sale of the Company. These talks are continuing and some due diligence has already taken place. Ultrak is engaging an investment bank to facilitate the process and provide additional protection for the interests of its shareholders. This engagement should be completed shortly. To date, the interested parties have been strategic buyers who would want to build on the established infrastructure, thus offering continued excellent products and services for its customers and fine career opportunities for its people as well. There can be no assurance any transaction will be consummated. Ultrak is a publicly-held corporation that designs, manufactures, markets and services innovative electronic products and systems for the security and surveillance, industrial and medical video, and professional audio markets. The Company sells its products to distributors, dealers, system integrators, retailers and mass-merchants (for resale). Headquartered in Lewisville (Dallas), Texas, Ultrak has multiple facilities throughout the United States, Europe, Asia and South Africa. Enterprise Security Solutions (ESS) from Ultrak set new standards in quality, performance and value for large organizations interested in protecting their assets and improving operating efficiency. Access control, CCTV, alarm management, and public address functions are integrated and optimized. Existing telecommunications and IT infrastructures are leveraged to best advantage, security operations simplified and system life-cycle costs reduced. And, in progressive organizations, ESS functions like remote video surveillance are utilized to achieve improvements in operating efficiency and support the bottom-line mission of the enterprise. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including the timely development and acceptance of new products, the impact of competitive products and pricing, and the other risks detailed from time to time in the Company's SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 1999 and quarterly reports on Form 10-Q for the quarters ended March 31, 2000, and June 30, 2000. ULTRAK, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS of OPERATIONS
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999 (unaudited) (unaudited) (unaudited) (unaudited) Net sales $47,265,151 51,281,007 153,318,092 52,273,218 Cost of sales 33,240,800 34,411,019 106,437,978 102,380,523 Gross profit 14,024,351 16,869,988 46,880,114 49,892,695 Gross profit % 29.7% 32.9% 30.6% 32.8% Other operating costs: Marketing and sales 8,909,798 8,339,484 26,727,700 25,001,207 General and administrative 5,705,912 5,564,164 16,693,767 16,109,128 Depreciation and goodwill 1,687,100 1,568,516 4,911,927 4,457,409 amortization Special charges (1,361,241) --- (1,361,241) 3,875,000 ----------------------------------------------------------------------------------- 17,664,051 15,472,164 49,694,635 49,442,744 Operating profit (loss) (3,639,700) 1,397,824 (2,814,521) 449,951 Other (expense) income: Interest expense, net (1,035,776) (710,641) (2,817,097) (2,141,309) Equity in income of 230,000 450,000 554,000 1,300,000 Detection Systems, Inc. Other, net (144,284) 399,238 (124,746) 1,229,977 ----------------------------------------------------------------------------------- (950,060) 138,597 (2,387,843) 388,668 INCOME (LOSS) FROM OPERATIONS (4,589,760) 1,536,421 (5,202,364) 838,619 BEFORE INCOME TAXES Income tax benefit (expense) 786,737 (660,661) 1,040,473 (360,606) INCOME (LOSS) FROM CONTINUING (3,803,023) 875,760 (4,161,891) 478,013 OPERATIONS NET INCOME (LOSS) (3,803,023) 875,760 (4,161,891) 478,013 Dividend requirements on (29,302) (29,302) (87,908) (87,908) preferred stock Net income (loss) allocable to $(3,832,325) 846,458 (4,249,799) 390,105 common stockholders Net income (loss) per share: Basic ($0.33) $0.07 ($0.36) $0.03 Diluted ($0.33) $0.07 ($0.36) $0.03 Number of common shares used in computations: Basic 11,709,514 11,646,944 11,676,559 11,672,288 Diluted 11,709,514 12,226,365 11,676,559 12,371,622 The accompanying notes are an integral part of the consolidated financial statements.
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