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
JUNE 16, 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 58-1799634
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(State of Incorporation) (Commission File Number) (I.R.S. Employer ID No.)
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
SPS HOLDINGS, INC. TO MERGE WITH GUARDIAN INTERNATIONAL
TRANSACTION WILL NEARLY DOUBLE GUARDIAN'S REVENUE, ACCOUNT BASE WILL BE IN
EXCESS OF 20,000 SUBSCRIBERS.
Hollywood, FL, June 19, 1997: Guardian International, Inc. ("Guardian") (GIIS),
announced today that SPS Holdings, Inc. ("SPS") - a privately held security
alarm company - has executed a letter of intent to merge with a newly formed
wholly owned subsidiary of Guardian. Under the transaction, all of the
outstanding capital stock of SPS will be exchanged for common stock of Guardian
and SPS will become a wholly owned subsidiary of Guardian.
The amount of shares to be issued to SPS shareholders will be based upon a
valuation formula, which principally takes into account each entities Monthly
Recurring Revenue ("MRI"), senior debt, and working capital. Guardian will
assume approximately $4.3 million in senior debt of SPS as part of the
transaction.
SPS provides security installation, monitoring, and related services to over
10,000 customers in Florida's southeastern and west coasts. SPS operates under
the name Southeast Security Management on the east coast of Florida, and as
Westco (a Westec franchise) in the Sarasota market.
SPS has approximately $240,000 in MRI. The merged entity will have approximately
$550,000 in MRI, nearly doubling Guardian's MRI and placing Guardian in the top
50 of the 12,000 alarm companies in the United States (according to SDM Magazine
1996 revenue rankings).
SPS has been capitalized by Chartwell Capital Investors ("Chartwell"), a
Jacksonville based $30 million equity fund, and certain other investors. The
Guardian board will be increased to include two members nominated by the SPS
shareholders, including Chartwell. One of the Directors to be nominated will be
Ken Purcell, Principal of Chartwell.
Richard Ginsburg, President and CEO of Guardian, stated "The merger represents a
significant step in Guardian's growth as a major player in the Florida market.
The combined entity will nearly double it's customer base and give Guardian a
strong market position in the expanding west coast (Florida) market. In
addition, Guardian will also benefit from the financial experience the Chartwell
group can bring to the Company".
According to Ken Purcell, a principal of Chartwell and acting CEO of SPS, "We
are very excited about merging with Guardian. We believe the sum of these
companies is greater than the two parts. This combination substantially improves
the competitive position, and significantly augments, the value of both
entities. In addition, we believe that Richard Ginsburg and the
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management team he has assembled is among the best in the industry and will lead
the combined entity to the next stage of growth".
Guardian and SPS feel that numerous efficiencies and economies of scale should
be realized. Among other things, Guardian intends to bring all of the monitoring
of SPS's customers in house to Guardian. "We can substantially reduce the cost
of monitoring these 10,000 customers, as Guardian's state of the art facility
provides the ability to add large volumes of accounts at little additional
expense", stated Mr. Ginsburg.
The combined companies will operate under the Guardian name. Richard Ginsburg
will continue in his role as President and Chief Executive Officer of the merged
entity.
The closing of the transaction, which is expected to occur by the end of July,
is subject to, among other things, certain board and bank approvals as well as
an opinion of the transaction to be issued by an investment banking firm.
Guardian provides alarm monitoring services as well as design, installation and
service of quality security and fire alarm systems throughout Florida. Guardian
is currently ranked number 90 in the SDM magazine listing of the top 100
companies in the industry according to 1996 revenues. Guardian is also an active
participant in acquiring monthly account revenue through its 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.
SIGNATURE TITLE DATE
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/s/ Richard Ginsburg President, Chief Executive Office June 19, 1997
- ---------------------- and Director
Richard Ginsburg
