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
FEBRUARY 7, 1997
GUARDIAN INTERNATIONAL, INC.
(Formerly Everest Security Systems Corporation,
formerly Everest Funding Corporation, formerly Burningham Enterprises, Inc.)
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(Exact name of the registrant as specified in charter)
NEVADA 0-28490 58-2201633
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(State of Incorporation) (Commission (I.R.S. Employer ID No.)
File Number)
3880 NORTH 28TH TERRACE, HOLLYWOOD, FLORIDA 33020-1118
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(Address of principal executive offices)
Telephone Number (954) 926-5200
NONE
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(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
LARGE FLORIDA SECURITY COMPANY TO MERGE WITH GUARDIAN INTERNATIONAL
Transaction will double Guardian's revenue, account base will be in excess of
18,000 subscribers.
HOLLYWOOD, FL, FEBRUARY 13, 1997: Guardian International, Inc. (Symbol GIIS),
("Guardian") announced today that a large privately held Florida based security
company has executed a letter of intent to merge with Guardian. Under the
transaction, all of the outstanding stock of the privately held company will be
exchanged for approximately 6.6 million shares (or 48% on a fully diluted basis)
of common stock of Guardian.
The privately held company provides security installation, monitoring, and
services to over 10,000 customers in Florida's Southeastern and West coasts. The
company has in excess of $230,000 in Monthly Recurring Income ("MRI"). The
merged entity will have in excess of $480,000 in MRI, doubling Guardian's MRI
and placing Guardian in the top 50 of the 13,000 alarm companies in the United
States (according to SDM Magazine). Pursuant to the merger, Guardian will assume
approximately $4.3 million in debt of the merged company.
Richard Ginsburg, President and CEO of Guardian, stated "The merged companies
represent a huge step in Guardian's growth as a major player in the Florida
market. The combined entity will double it's customer base and give us a strong
market position in the expanding West coast (Florida) market.
The combined companies will operate under the Guardian name.
The closing of the transaction, which is expected to occur by the end of April,
is subject to, among other things, due diligence review and certain banking
approvals.
Guardian and the management of the privately held company feel that upon the
combination of the companies, numerous efficiencies and economies of scale will
be realized. Among other things, Guardian intends to bring all of the monitoring
of the privately held company's customers in house. "We can substantially reduce
the cost of monitoring 10,000 customers, as Guardian's state of the art facility
has the ability to add large volumes of accounts at very little additional
expense", stated Mr. Ginsburg.
Guardian provides alarm monitoring services as well as design, installation and
service of quality security and fire alarm systems throughout Florida. Guardian
is also an active participant in acquiring monthly account revenue through its
aggressive acquisition programs.
Guardian trades on the NASD Bulletin Board under the symbol "GIIS".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None
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SIGNATURE
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 thereunto duly authorized.
Guardian International, Inc.
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SIGNATURE TITLE DATE
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/s/ Richard Ginsburg President, Chief Executive Office February 12, 1997
- -------------------------- and Director
Richard Ginsburg
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