-----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, Fv8LtkoTxas3V1rIRy9oBBLz2EaA5aYour9oyToORr4GxJW/Q6MkUm2r6/2GqZD2 5y/fInWM02cC6sv0jC0gIA== 0000912057-97-023210.txt : 19970702 0000912057-97-023210.hdr.sgml : 19970702 ACCESSION NUMBER: 0000912057-97-023210 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970701 EFFECTIVENESS DATE: 19970701 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALARMGUARD HOLDINGS INC CENTRAL INDEX KEY: 0000319250 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330318116 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-23307 FILM NUMBER: 97634721 BUSINESS ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 BUSINESS PHONE: 6192311818 MAIL ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 FORMER COMPANY: FORMER CONFORMED NAME: TRITON GROUP LTD DATE OF NAME CHANGE: 19950328 S-8 POS 1 POST EFFECTIVE AMENDMENT #1 As filed with the Securities and Exchange Commission on July 1, 1997 Registration No. 333-23307 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ POST-EFFECTIVE AMENDMENT NO. 1 on FORM S-8 to REGISTRATION STATEMENT ON FORM S-4 Under THE SECURITIES ACT OF 1933 ___________ ALARMGUARD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-0318116 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 125 Frontage Road Orange, Connecticut 06477 (203) 795-9000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1994 Stock Option Plan 1995 Stock Option Plan 1996 Stock Option Plan (Full Title of Plans) ___________ Russell R. MacDonnell Chief Executive Officer Alarmguard Holdings, Inc. 125 Frontage Road Orange, Connecticut 06477 (203) 795-9000 (Name and address, including zip code, and telephone number, including area code, of agent for service) ___________ Copies to: David P. Blea, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 EXPLANATORY NOTES This Post-Effective Amendment No. 1 on Form S-8 (this "Amendment") registers offers and sales of up to 46,003 shares of common stock, par value $.0001 per share (the "Common Stock"), of Alarmguard Holdings, Inc. (formerly known as Triton Group Ltd.) (the "Registrant") issuable pursuant to the 1994 Stock Option Plan, 1995 Stock Option Plan and 1996 Stock Option Plan (collectively, the "SSH Plans") and assumed by the Registrant in connection with the merger of Security Systems Holdings, Inc. ("SSH") with and into Triton Acquisition Corp., a wholly-owned subsidiary of the Registrant, whereby SSH became the surviving corporation and a wholly-owned subsidiary of the Registrant. Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the adjustment provisions of the SSH Plans. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Amendment in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Introductory Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Amendment in accordance with Rule 428 under the Securities Act and the Introductory Note to Part I of Form S-8. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant, are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997 as filed with the Commission on June 30, 1997; (b) The Registrant's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1996; (c) The Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1996; (d) The Registrant's Quarterly Report on Form 10-Q for the Quarter ended December 31, 1996; (e) The Registrant's Current Report on Form 8-K dated April 15, 1997, filed with the Commission on April 22, 1997 (as amended on Form 8-K/A filed June 20, 1997); (f) The Registrant's Current Report on Form 8-K dated May 1, 1997, filed with the Commission on May 15, 1997 (as amended on Form 8-K/A filed June 20, 1997); (g) The Registrant's Proxy Statement/Prospectus (File No. 333-23307) relating to 2,923,371 shares of Common Stock, filed with the Commission on March 14, 1997; and (h) The description of the Common Stock, registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained in the Registrant's Proxy Statement/Prospectus referred to in Item 3(f) above, including any amendments or reports filed for the purpose of updating such description. In addition, all reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement contained herein, or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. II-1 Item 6. Indemnification of Directors and Officers. The Registrant's Second Amended and Restated Certificate of Incorporation (the "Charter") provides that the Registrant shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. The Charter provides that the Registrant's directors will not be personally liable to the Registrant or its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors except (a) for any breach of the duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, as amended, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions or (d) for transactions from which directors derive improper personal benefit. The Charter requires that the Registrant provide, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnification for each director and officer of the Registrant from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Section 145 of the General Corporation Law of the State of Delaware, as amended, permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In an action by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnify for such expenses despite such adjudication of liability. Item 7. Exemption from Registration. Not applicable. Item 8. Exhibits. Exhibit Description ------- ----------- 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Registrant's Registration Statement on Form S-4 (File No. 333-23307)). 4.2 Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant's Registration Statement on Form S-4 (File No.333-23307)). 4.3 Form of certificate evidencing ownership of the Registrant's common stock, par value $.0001 per share (incorporated by reference to Exhibit 4.04 to the Registrant's Registration Statement on Form S-4 (File No. 333-23307)). II-2 5* Opinion of Morgan, Lewis & Bockius LLP. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Price Waterhouse LLP. 23.4* Consent of Price Waterhouse LLP. 23.5* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5). 23.6* Consent of Deloitte & Touche LLP. 24 Powers of Attorney (included on signature pages hereof). _____________________________ * Filed herewith. II-3 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, Connecticut, on July 1, 1997. ALARMGUARD HOLDINGS, INC. By: /s/ Russell R. MacDonnell ------------------------- Russell R. MacDonnell Chief Executive Officer POWERS OF ATTORNEY Pursuant to the requirement of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and constitutes Russell R. MacDonnell and David Heidecorn, and each of them singly, his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of Alarmguard Holdings, Inc.) to sign and file any and all amendments (including post-effective amendments) to this Registration Statement with all exhibits thereto, and other documents in connection therewith with the Commission, and he hereby ratifies and confirms all that said attorneys-in-fact or any of them, or this or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Russell R. MacDonnell - ------------------------- Director, Chairman of the Board, July 1, 1997 Russell R. MacDonnell President and Chief Executive Officer /s/ David Heidecorn - ------------------------- Director, Executive Vice President July 1, 1997 David Heidecorn and Chief Financial Officer /s/ Michael M. Earley - ------------------------- Director July 1, 1997 Michael M. Earley /s/ Stuart L. Bell - ------------------------- Director July 1, 1997 Stuart L. Bell /s/ Stephen L. Green - ------------------------- Director July 1, 1997 Stephen L. Green II-5 /s/ Michael E. Cahr - ------------------------- Director July 1, 1997 Michael E. Cahr /s/ Thomas W. Janes - ------------------------- Director July 1, 1997 Thomas W. Janes II-6 EXHIBIT INDEX Sequentially Exhibit Description Numbered Page ------- ----------- ------------- 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Registrant's Registration Statement on Form S-4 (File No. 333-23307)). 4.2 Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant's Registration Statement on Form S-4 (File No. 333-23307)). 4.3 Form of certificate evidencing ownership of the Registrant's common stock, par value $.0001 per share, (incorporated by reference to Exhibit 4.04 to the Registrant's Registration Statement on Form S-4 (File No. 333-23307)). 5* Opinion of Morgan, Lewis & Bockius LLP. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Price Waterhouse LLP. 23.4* Consent of Price Waterhouse LLP. 23.5* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5). 23.6* Consent of Deloitte & Touche LLP. 24 Powers of Attorney (included on signature pages hereto). _____________________________ * Filed herewith. II-7 EX-5 2 OPINION (MORGAN, LEWIS & BOCKIUS) EXHIBIT 5 [MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD] July 1, 1997 Alarmguard Holdings, Inc. 125 Frontage Road Orange, Connecticut 06477 Re: Issuance of Shares Pursuant to REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We have acted as counsel to Alarmguard Holdings, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Post-Effective Amendment No. 1 on Form S-8 (the "Registration Statement") relating to the registration by the Company of offers and sales of up to 46,003 shares (the "Shares") of the Company's common stock, $.0001 par value per share. In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Certificate of Incorporation of the Company, (b) the By-Laws of the Company, (c) a good standing certificate dated June 27, 1997 from the State of Delaware and (d) such other documents, records, certificates and other instruments of the Company as in our judgment are necessary or appropriate for purposes of this opinion. We have assumed that (i) the Registration Statement, and any amendments thereto, will have become effective, (ii) the Shares will have been duly authorized and reserved for issuance and certificates evidencing the same will have been duly executed and delivered, against receipt of the consideration approved by the Board of Directors of the Company or a committee thereof which will be no less than the par value thereof, and (iii) the Shares will be issued in compliance with applicable federal and state securities laws. Alarmguard Holdings, Inc. July 1, 1997 Page 2 Based on the foregoing, we are of the following opinion: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable. We are expressing the opinions above as members of the Bar of the State of New York and express no opinion as to any law other than the laws of that state, the General Corporation Law of the State of Delaware and the federal laws of the Untied States of America. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement. Very truly yours, /s/ Morgan Lewis & Bockius LLP EX-23.1 3 CONSENT (ERNST & YOUNG) Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Post-Effective Amendment No. 1 on Form S-8, to the Registration Statement on Form S-4 (No. 333-23307) pertaining to the 1994, 1995 and 1996 Stock Option Plans of Alarmguard Holdings, Inc. of our report dated March 6, 1997, with respect to the consolidated financial statements and schedule of Security Systems Holdings, Inc. included in the Proxy Statement/Prospectus which is referred to and made part of the Registration Statement (Form S-4 No. 333-23307) of Alarmguard Holdings, Inc. (formerly Triton Group Ltd.) and of our report dated June 25, 1997 with respect to the consolidated financial statements of Triton Group Ltd. ("Triton") included in Triton's annual report on Form 10-K for the year ended March 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Stamford, Connecticut June 25, 1997 EX-23.2 4 CONSENT (ERNST & YOUNG) Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements on Form S-8 and the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 pertaining to the 1997 Long-term Stock Incentive Plan of Alarmguard Holdings, Inc. (formerly known as Triton Group, Ltd.) and the 1994 Stock Option Plan, 1995 Stock Option Plan and 1996 Stock Option Plan of Alarmguard Holdings, Inc., respectively, of our report dated March 10, 1995, with respect to the consolidated financial statements and schedule of The Actava Group, Inc. included in Form 10-K of The Actava Group, Inc. for the year ended December 31, 1994 as amended by Amendment No. 1 on Form 10K/A on April 28, 1995 and Amendment No. 2 on Form 10K/A on July 13, 1995, incorporated by reference in the Form 10-K of Triton Group, Ltd. for the year ended March 31, 1997. /s/ Ernst & Young LLP ERNST & YOUNG LLP Atlanta, Georgia June 30, 1997 EX-23.3 5 CONSENT OF PRICE WATERHOUSE Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (No. 333-23307) of Alarmguard Holdings, Inc. of our report dated May 23, 1996, except as to the Reverse Stock Split discussed in Note 1, which is as of June 25, 1997, appearing on page 20 of Triton Group Ltd.'s Annual Report on Form 10-K for the year ended March 31, 1997. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP San Diego, California June 25, 1997 EX-23.4 6 CONSENT OF PRICE WATERHOUSE Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (No. 333-23307) of Alarmguard Holdings, Inc. of our report dated February 11, 1997 relating to Mission West Properties appearing on page 8 of Mission West Properties' Annual Report on Form 10-K which is incorporated by reference in Item 14 (a)(2)(iii) of the Triton Group Ltd. Annual Report on Form 10-K for the year ended March 31, 1997. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP San Diego, California June 25, 1997 EX-23.6 7 CONSENT OF DELOITTE & TOUCHE Exhibit 23.6 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-23307 of Alarmguard Holdings, Inc. of our report on the financial statements of Protective Alarms, Inc. as of and for the years ended September 30, 1996 and 1995, dated December 20, 1996 (except for Notes 3, 4 and 9, for which the date is April 30, 1997), appearing in Alarmguard Holdings, Inc. Current Report on Form 8-K/A dated June 20, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Stamford, Connecticut June 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----