-----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, V8T7TS+Hf9hPoXOw+QhsMzAsS7tyiJmttcmQdy910AscrbhS1c7BrBNtM2sdp5MB IP/+whM5Q9seDwRQX2d3Wg== 0001042645-98-000044.txt : 19980402 0001042645-98-000044.hdr.sgml : 19980402 ACCESSION NUMBER: 0001042645-98-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980317 ITEM INFORMATION: FILED AS OF DATE: 19980401 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08138 FILM NUMBER: 98585102 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest Commission File Number 1-8138 event reported): March 17, 1998 ALARMGUARD HOLDINGS, INC. Incorporated in Delaware IRS Employee Identification Number: 33-0318116 Principal Executive Office: Telephone: (203) 795-9000 125 Frontage Road Orange, CT 06477 Item 2. Acquisition or Disposition of Assets On March 17, 1998, Alarmguard, a Delaware corporation and a wholly-owned subsidiary of the Registrant ("Alarmguard"), acquired (the "Acquisition") certain assets of Security Systems, Inc. ("Sentry"), headquartered in Malden, Massachusetts, pursuant to an Asset Purchase and Sale Agreement, dated as of March 9, 1998 (the "Asset Purchase Agreement"), among Alarmguard, Sentry and the stockholders of Sentry (collectively the "Sellers"). The assets purchased include substantially all of the assets of Sentry's alarm installation and monitoring business, including accounts receivable, inventory, property and equipment, customer accounts and intangibles. Sentry is a security alarm installation and monitoring company doing business primarily in Massachusetts, Maine, Rhode Island and Connecticut. Sentry also has a security guard protection business that Alarmguard is not purchasing. At closing, Sentry's alarm monitoring business had approximately 26,000 subscribers with Monthly Recurring Revenue ("MMR") of approximately $600,000. (MRR means monthly recurring revenue that a company is entitled to receive under contracts in effect at the end of such period. MRR is a term commonly used in the security alarm industry as a measure of the size of a company. It does not measure profitability or performance, and does not include any allowance for further subscriber attrition or for uncollectible accounts receivable.) At the closing of the Acquisition (the "Closing"), Alarmguard paid to the sellers, as the purchase price for the assets, (i) $23.8 million in cash (which included $850,000 previously paid as a cash deposit) and (ii) an escrowed amount of $2.6 million held by a financial institution of which is due upon the completion of certain post-closing adjustments to the purchase price based upon a review of the value of Sentry's assets as of the Closing. Pursuant to the Asset Purchase Agreement, the Sellers have agreed to indemnify Alarmguard against losses due to breaches of representations or covenants contained in the Asset Purchase Agreement. The purchase price for the Assets was funded with cash balances of the Registrant and with borrowings under Alarmguard's senior secured revolving credit facility . The amount of the purchase price was based primarily on the MRR generated by the Sentry assets purchased as of the date of Closing and was determined in arm's-length negotiations between SSH and the Sellers. The acquisition will be accounted for under the purchase method of accounting, whereby the purchase price will be allocated to the assets acquired based on their relative fair values on the date of Closing. The Asset Purchase Agreement, and the Non-Compete Agreement are filed as exhibits to this Report on Form 8-K and are incorporated herein by reference. Item 7. Financial Statement, Pro Forma Financial Information and Exhibits. (a). Financial Statements of Business Acquired. It is impracticable at this time to file the required financial statements for the acquired business. The Registrant will file such financial statements as soon as practicable, but not later than 60 days after the date on which this Report on Form 8-K is required to be filed. (b). Pro Forma Financial Information. It is impracticable to provide the required pro forma financial statements for the acquired business. The Registrant will file such financial statements as soon as practicable, but not later than 60 days after the date on which this Report on Form 8-K is required to be filed. (c). Exhibits. Number Exhibit 10.12 Asset Purchase Agreement, dated March 9, 1998, between Security Systems Holdings, Inc. and the Sellers incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on March 31, 1998. 10.13 Non-Compete Agreement between Security Systems Holdings, Inc and the Sellers, dated as of March 16, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ALARMGUARD HOLDINGS, INC. Dated: April 1, 1998 By: /s/ David Heidecorn David Heidecorn Executive Vice President & Chief Financial Officer EXHIBIT INDEX Exhibit No. Exhibit 10.12 Asset Purchase Agreement, dated March 9, 1998, between Security Systems Holdings, Inc. and the Sellers incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on March 31, 1998. 10.13 Non-Compete Agreement between Security Systems Holdings, Inc and the Sellers, dated as of March 16, 1998. EX-10 2 EXHIBIT 10.13 ALARMGUARD, INC. 125 Frontage Road Orange, Connecticut 06477-7249 NON-COMPETE LETTER AGREEMENT March 16, 1998 Security Systems, Inc. 110 Florence Street Malden, Massachusetts 02148 Re: Asset Purchase Agreement, dated as of March 5, 1998, by and among Alarmguard, Inc., Security Systems, Inc. d/b/a Sentry Protective Systems, James Lees and Edward Silvey (the "Agreement") Gentlemen: Reference is made to the Agreement and the transactions contemplated thereby. Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Agreement. In consideration of the rights and obligations of Alarmguard, Inc. under the Agreement, you hereby agree as follows: (a) you agree that for a period commencing on the Closing Date and expiring on the earlier of (i) the second anniversary of such date or (ii) the date upon which Purchaser sells all or substantially all of its assets or becomes owned by an entity not affiliated with Alarmguard Holdings, Inc., you will not directly or indirectly through one or more subsidiaries or other intermediaries, other than pursuant to and in accordance with the express terms and conditions of this Agreement: (i) engage or be interested, whether alone or together, with or on behalf of or through any other Person, whether as sole proprietor, partner, shareholder, agent, officer, director, employee, adviser, consultant, trustee, beneficiary or otherwise, in any Competing Business (as defined below) or sell or market any products or programs sold or marketed by the Business or perform any services performed by the Business or solicit any existing customers of the Business for any Competing Business; or (ii) own any capital stock or any other securities of, or have any other direct or indirect interest in, any entity which owns or operates a Competing Business; provided, however, that the foregoing shall not prevent you from acquiring the securities of or an interest in any business, provided such ownership of securities or interest represents at the time of such acquisition, but including any previously held ownership interest, less than ten percent (10%) of any class or type of securities of, or interest in, such business. (b) you agree that for a period commencing on the Closing Date and expiring on the third anniversary of such date with respect to clause (b)(i) and the seventh anniversary of such date with respect to the other clauses herein you will not, directly or indirectly through one or more subsidiaries or other intermediaries, other than pursuant to and in accordance with the express terms and conditions of this Agreement,: (i) offer employment or solicit for employment any person who was an officer or other employee of the Purchaser unless such officer or other employee was not hired by the Purchaser or was so hired but subsequently terminated by Purchaser other than for cause; (ii) at any time disclose to any person other than Purchaser, or use, in competition with or in a manner otherwise detrimental to the Business interests of Purchaser, for the benefit of you or others, any confidential information related to the Business, including without limitation trade secrets, customer lists, details of client or customer contracts, pricing policies, operational methods, marketing plans or strategies, and sales records, for any reason or purpose whatsoever; (iii) for any reason contact, solicit or otherwise seek to conduct Business with, or engage in the Business with, any clients or customers to whom Purchaser or Seller has at any time prior to the date hereof rendered services or sold products; or (iv) use, authorize or license any third person to use the name "Sentry Protective Systems" or any variation thereof in the burglar or fire alarm business. (c) "Competing Business" means any operations or business consisting of or competitive with the Business in the states where Purchaser conducts its Business. (d) you agree that Purchaser may suffer unique injury in the event of a breach of the above covenants contained in this Letter Agreement, which breach could not be adequately compensated by the payment of damages. Accordingly in the event of any such breach by you, you agree that this Agreement may be enforced by a decree of specific performance or an injunction and further agrees not to contest any application for specific performance or injunctive relief which Purchaser may seek and waives any defense to granting of relief based on the adequacy of remedy at law or absence of irreparable harm. (e) you specifically acknowledge and agree that the time period and scope of the covenants provided for herein have been determined after negotiations at arms' length, and that each was represented by counsel of its choice in such negotiations and that each understands the terms of the covenant contained herein. In the event that the provisions of this Letter Agreement should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum time or geographic limitations permitted by applicable law. You specifically acknowledge and agree that the foregoing restrictions are reasonable and necessary to protect the legitimate interests of Purchaser, that Purchaser would not have entered into this Letter Agreement in the absence of such restrictions, and that any violation of such restrictions will result in irreparable injury to Purchaser. (f) Notwithstanding any of the foregoing, you and your stockholders, directors, officers, employees, consultants and agents shall be entitled to continue in the sale, marketing, operation, management and growth of the uniformed personnel security (guard and patrol) business (or in any other business in which Purchaser or its successors or assigns is not currently engaged) including, without limitation, engaging in the guard and patrol or other business with existing customers of the Business and existing and future customers of the Purchaser. If you are in agreement with the foregoing, please sign this Letter Agreement in the space below indicated. Very truly yours, ALARMGUARD, INC. By:/s/ Russel R. MacDonnell Russell R. MacDonnell Chief Executive Officer ACCEPTED AND AGREED: Security Systems, Inc. _______________________ -----END PRIVACY-ENHANCED MESSAGE-----