-----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, DISBaDNZbQf7Cire7i0JoqwL3EJd5iGGIWE778NsVXA+DrkB86Q27DrsUzTL9Lku u433Gxvqq5gz6uGzClifMA== 0000950134-00-004551.txt : 20000516 0000950134-00-004551.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950134-00-004551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000515 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12763 FILM NUMBER: 631745 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: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Detection Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.05 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 250644101 ---------------------------- (CUSIP Number) Mark L. Weintrub Ultrak, Inc. 1301 Waters Ridge Drive Lewisville, Texas 75057 (972) 353-6500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 2000 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D - ---------------------- CUSIP NO. 250644101 - ---------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ultrak, Inc. (NASDAQ NMS - ULTK) 75-2626358 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] N/A - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK; WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,335,000 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,335,000 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,335,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 3 Item 1. Security and Issuer This Amendment to the previously filed Schedule 13D, Amendment No. 1 (the "Schedule 13D") relates to the common stock, $0.05 par value ("DETC Common Stock"), of Detection Systems, Inc., a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 130 Perinton Parkway, Fairport, New York 14450. Item 2. Identity and Background (a) The name of the person filing this Statement is Ultrak, Inc., a Delaware corporation ("Ultrak" or the "Reporting Person"). (b) The principal offices of the Reporting Person are located at 1301 Waters Ridge Drive, Lewisville, Texas 75057. (c) The principal business of the Reporting Person is the design, manufacture, marketing and provision of services for innovative electronic products and systems for the security and surveillance, industrial and medical video, and professional audio markets. (d) During the last five (5) years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers of the Reporting Person, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five (5) years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers of the Reporting Person, has been a party to a civil proceeding of a judicial or administrative body competent jurisdiction resulting in or subjecting such party or parties to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Considerations The shares of DETC Common Stock owned by the Reporting Person were acquired by the Reporting Person in open market transactions using the Reporting Person's general corporate funds. The Reporting Person's general corporate funds may be deemed supplied from Ultrak's working capital and/or from Ultrak's line of credit with its lenders. Item 4. Purpose of Transaction By letter dated May 12, 2000, Ultrak notified the Secretary of the Issuer, pursuant to Article II, Section 12 of the By-Laws of the Issuer, of the nomination by Ultrak of George K. Broady, Malcolm J. Gudis, Ronald F. Harnisch, Robert L. Frome and William D. Breedlove for election as directors ("Directors") of the Issuer at the Issuer's 2000 annual meeting of stockholder (the "Annual Meeting") and provided certain additional information required by the By-Laws. A copy of this letter is filed hereto as Exhibit A and is incorporated herein by reference. Ultrak intends to propose that the Issuer take steps to negotiate and complete a sale of the Issuer or take such other steps as will provide greater immediate value to the shareholders of the Issuer. If Ultrak's nominees are elected to the Board of Directors of the Issuer at the 2000 Annual Meeting, such directors will, subject to their fiduciary duties to the shareholders of the Issuer, seek to negotiate and complete a sale of the Issuer or take other steps to maximize shareholder value. Except as indicated above, the information set forth in Item 4 of the Schedule 13D remains unchanged. Page 3 4 Item 5. Interest in Securities of the Company (a) The aggregate number of shares of DETC Common Stock beneficially owned by the Reporting Person is 1,335,000, which represents 21% of the 6,343,024 shares reported by the Issuer to be outstanding as of February 10, 2000. (b) The Reporting Person has sole voting and dispositive power over all 1,335,000 shares of DETC Common Stock. None of the shares of DETC Common Stock held by the Reporting Person are subject to shared voting or dispositive power. (c) The Reporting Person has not acquired any shares of DETC Common Stock within the past 60 days. (d) No person, other than Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of DETC Common Stock owned by the Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company None. Item 7. Material to be Filed as Exhibits The following exhibits are filed hereto: Exhibit A: Letter, dated May 12, 2000, from Ultrak to the Issuer regarding the nominations of George K. Broady, Malcolm J. Gudis, Ronald F. Harnisch, Robert L. Frome and William D. Breedlove. Page 4 5 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 12, 2000 ULTRAK, INC. By: /s/ MARK L. WEINTRUB ---------------------------- Name: Mark L. Weintrub Title: Secretary Page 5 6 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- A Letter, dated May 12, 2000, from Ultrak to the Issuer regarding the nominations of George K. Broady, Malcolm J. Gudis, Ronald F. Harnisch, Robert L. Frome and William D. Breedlove
EX-99.A 2 LETTER DATED MAY 12, 2000 1 EXHIBIT A [CEDE & CO. LETTERHEAD] May 12, 2000 Detection Systems, Inc. 130 Perinton Parkway Fairport, New York 14450 Attention: Corporate Secretary Ladies and Gentlemen: Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a holder of record of outstanding shares of common stock, par value $0.05 per share ("Common Stock"), of Detection Systems, Inc., a New York corporation (the "Company"). DTC is informed by its Participant, Pershing Division of Donaldson Lufkin & Jenrette Securities Corporation ("Participant"), that on the date hereof an aggregate of 1,335,000 shares of Common Stock (the "Shares") credited to Participant's DTC account are beneficially owned by Ultrak, Inc., a customer (the "Customer") of Banc One Securities Corporation ("BOSC"), for which Participant provides clearing services. Cede & Co. has been advised by Participant that the purpose of this notice is to enable the Customer to nominate five individuals to stand for election as directors of the Company at the Annual Meeting of Stockholders of the Company to be held in 2000 or any adjournment or postponement thereof (collectively, the "Meeting"). Cede & Co. has been advised by Participant that the Customer or a wholly-owned subsidiary of Customer intends to continue to beneficially own Shares as of the record date for the Meeting and as of the date of the Meeting. At the request of Participant, on behalf of the Customer and pursuant to Article II, Section 12 of the Company's Amended and Restated Bylaws (the "Bylaws"), Cede & Co., as the holder of record of the Shares, hereby gives notice of its nomination of each of George K. Broady, Malcolm J. Gudis, Ronald F. Harnisch, Robert L. Frome and William D. Breedlove (the "Nominees") to stand for election as a director of the Company at the Company's next annual meeting of stockholders (the "Annual Meeting"). All information required to be included in this notice pursuant to the Bylaws has been provided to Cede & Co. by the Participant, who obtained such information from the Customer. Where information sought by Schedule 14A under the Securities Exchange Act of 1934, as amended, would be answered in the negative and no response would be required to be included in a proxy statement, no such response is included below. George K. Broady, age 61, has served as Chairman of the Board and Chief Executive Officer of the Customer since March 1991, and served as President of the Customer from March 1991 to August 2 Detection Systems, Inc. May 12, 2000 Page 2 1997. Mr. Broady's business address is Ultrak, Inc., 1301 Water's Ridge Drive, Lewisville, TX 75057, and his home address is 10050 Strait Lane, Dallas, TX 75219. Mr. Broady is the Chairman of the Board of Directors of the Customer. Malcolm J. Gudis, age 58, became a Director of the Company in June 1999. Mr. Gudis has been a private investor for the past seven years. He was a consultant for Electronic Data Services Corporation, his former employer, from January 1993 through May 1998. Mr. Gudis' business and home address is 6101 St. Andrews Dallas, TX 75205. Ronald F. Harnisch, age 55, has been an attorney in private practice for over 20 years. Mr. Harnisch's business address is 1 Tudor City Place, New York, NY 10017, and his home address is 458 Beach 131 Street, Belle Harbour, NY 11694. Robert L. Frome, age 62, has been the managing partner of the law firm of Olshan, Grundman, Frome, Rosenzweig & Wolsky, LLP for over 20 years. He currently sits on the Boards of Directors of Health Care Services Group, Inc. and NUCO 2. His business address is Olshan, Grundman, Frome, Rosenzweig & Wolsky, LLP., 505 Park Avenue, New York, NY 10022, and his home address is 985 Fifth Avenue, New York, NY 10021. William D. Breedlove, age 60, has been the Chairman of Breedlove, Wesneski, Co. since 1984 and is currently the Vice Chairman of HBW Holdings, the parent company of Breedlove, Wesneski, Co. He currently sits on the Board of Directors of NCI Building Systems. His business address is Hoak Securities Corp., One Galleria Tower, 13355 Noel Road, Suite 1650, Dallas TX 75240, and his home address is 12609 CR 3900, Athens, TX 75751. The Customer represents that it intends to appear in person or by proxy at the Meeting to nominate the persons named above in this Notice. Proxies may be solicited by the Customer, any participant in the solicitation, regular employees of the Customer or by a professional proxy solicitation firm and may be solicited by mail and other courier services, telephone, telecopier, the Internet and personal solicitation. The Customer will bear all costs in connection with the solicitation in favor of the foregoing nominees; the Customer has not yet determined whether it will seek reimbursement therefor from the Company or, if such reimbursement is sought, whether such question would be submitted to a vote of stockholders. Apart from the Customer and the foregoing nominees, the Customer has not identified any other participant in the solicitation as of the date of this Notice. While Cede & Co. is furnishing this demand as the stockholder of record of the Shares, it does so at the request of Participant and only as a nominal party for the true party in interest, the Customer. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that the Customer is not denied its rights as the beneficial owner of the Shares, and Cede & Co. assumes no further responsibility in this matter. 3 Detection Systems, Inc. May 12, 2000 Page 2 Please acknowledge receipt of this letter by signing the enclosed copy of this letter in the place indicated below and returning it with our messenger who has been instructed to wait. Very truly yours, CEDE & CO. By: /s/ John L. Scheuermann ------------------------------- Receipt of a signed and notarized copy of this letter on May ___, 2000 is hereby acknowledged on behalf of Detection Systems, Inc. Name: ---------------------------- Title: --------------------------- 4 STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) John L. Scheuermann, having been first duly sworn according to law, deposes and says that he is a partner of Cede & Co., that he is authorized on behalf of Cede & Co. to execute the foregoing demand for stock list and corporate records and to make the demand designations, authorizations and representations contained therein and that the facts and statements contained in the foregoing demand for a stock list and corporate records are true and correct. CEDE & CO. /s/ John L. Scheuermann ----------------------------------- By: John L. Scheuermann, partner Sworn to before me this eleventh day of May, 2000 Notary Public /s/ Zainuddin Rajkotwala - ------------------------ My commission expires: February 8, 2001 5 Annex I CONSENT OF NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS OF DETECTION SYSTEMS, INC. To the Secretary of Detection Systems, Inc.: As required by Article II, Section 12 of the Amended and Restated By-laws of Detection Systems, Inc., a New York corporation (the "Corporation"), and in connection with the Notice of Nominations of Persons for Election to the Board of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc., the undersigned hereby consents to being named in the Notice as a nominee for election to the Board of Directors of the Corporation at the Corporation's 2000 Annual Meeting of Stockholders and, if elected at such meeting, to serving as a director of the Corporation until the next annual meeting and until the undersigned's successor has been elected and qualified. Dated: May 9, 2000 /s/ George K. Broady -------------------------------- George K. Broady 6 CONSENT OF NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS OF DETECTION SYSTEMS, INC. To the Secretary of Detection Systems, Inc.: As required by Article II, Section 12 of the Amended and Restated By-laws of Detection Systems, Inc., a New York corporation (the "Corporation"), and in connection with the Notice of Nominations of Persons for Election to the Board of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc., the undersigned hereby consents to being named in the Notice as a nominee for election to the Board of Directors of the Corporation at the Corporation's 2000 Annual Meeting of Stockholders and, if elected at such meeting, to serving as a director of the Corporation until the next annual meeting and until the undersigned's successor has been elected and qualified. Dated: May 9, 2000 /s/ Malcolm J. Gudis -------------------------------- Malcolm J. Gudis 7 CONSENT OF NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS OF DETECTION SYSTEMS, INC. To the Secretary of Detection Systems, Inc.: As required by Article II, Section 12 of the Amended and Restated By-laws of Detection Systems, Inc., a New York corporation (the "Corporation"), and in connection with the Notice of Nominations of Persons for Election to the Board of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc., the undersigned hereby consents to being named in the Notice as a nominee for election to the Board of Directors of the Corporation at the Corporation's 2000 Annual Meeting of Stockholders and, if elected at such meeting, to serving as a director of the Corporation until the next annual meeting and until the undersigned's successor has been elected and qualified. Dated: May 9, 2000 /s/ Ronald F. Harnisch -------------------------------- Ronald F. Harnisch 8 CONSENT OF NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS OF DETECTION SYSTEMS, INC. To the Secretary of Detection Systems, Inc.: As required by Article II, Section 12 of the Amended and Restated By-laws of Detection Systems, Inc., a New York corporation (the "Corporation"), and in connection with the Notice of Nominations of Persons for Election to the Board of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc., the undersigned hereby consents to being named in the Notice as a nominee for election to the Board of Directors of the Corporation at the Corporation's 2000 Annual Meeting of Stockholders and, if elected at such meeting, to serving as a director of the Corporation until the next annual meeting and until the undersigned's successor has been elected and qualified. Dated: May 10, 2000 /s/ Robert L. Frome -------------------------------- Robert L. Frome 9 CONSENT OF NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS OF DETECTION SYSTEMS, INC. To the Secretary of Detection Systems, Inc.: As required by Article II, Section 12 of the Amended and Restated By-laws of Detection Systems, Inc., a New York corporation (the "Corporation"), and in connection with the Notice of Nominations of Persons for Election to the Board of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc., the undersigned hereby consents to being named in the Notice as a nominee for election to the Board of Directors of the Corporation at the Corporation's 2000 Annual Meeting of Stockholders and, if elected at such meeting, to serving as a director of the Corporation until the next annual meeting and until the undersigned's successor has been elected and qualified. Dated: May 10, 2000 /s/ William D. Breedlove -------------------------------- William D. Breedlove -----END PRIVACY-ENHANCED MESSAGE-----