PROSPECTUS SUPPLEMENT DATED JANUARY 6, 1999
(To the Prospectus dated August 13, 1998)
GUARDIAN INTERNATIONAL, INC.
1,981,700 Shares of Class A Voting Common Stock
Par Value $.001 Per Share
This supplement relates to Guardian International, Inc.'s (the
"Company's") Prospectus dated August 13, 1998 (the "Prospectus") relating to the
offering of up to 1,981,700 shares of the Company's Class A Voting Common Stock,
par value $.001 per share, pursuant to the Company's Registration Statement on
Form SB-2 (Registration Statement No. 333-59899). Capitalized terms used but not
defined in this Supplement have the meaning given them in the Prospectus or in
the Company's Certificate of the Designations for Series C Preferred Stock filed
as Exhibit 4(c) pursuant to the Company's Form 8-K filed as of November 3, 1998,
and the Company's Certificate of the Designations for Series D Preferred Stock
filed as Exhibit 4(d) pursuant to the Company's Form 8-K filed as of November 3,
1998.
The section set forth below is a supplement to the section entitled
"Recent Developments" found on pages 32-33 of the Prospectus, reflecting the
purchase of 10,000 shares of Series D Preferred Stock by Westar Security and the
exchange by Westar Security of certain equity holdings in the Company for 16,397
shares of Series C Preferred Stock. After giving effect to these transactions,
Westar Security will own approximately 26% of the outstanding stock on an
as-converted basis.
Investment by Westar Security, Inc.
On October 21, 1998, Westar Security purchased 10,000 shares of Series
D 6% Convertible Cumulative Preferred Stock, par value $.001 per share (the
"Series D Preferred Stock"), of the Company for $10 million in cash.
The Series D Preferred Stock is not convertible for three years after
which all, and not less than all, of the shares are convertible at the option of
the holder at the rate of 333.3333 shares of Class A Common Stock for each share
of Series D Preferred Stock. Dividends are payable annually on January 1,
commencing January 1, 1999, at the Company's option, either in cash or in
additional shares of Series D Preferred Stock. The holders of Series D Preferred
Stock have no voting rights until such shares are converted into Class A Common
Stock except that the holders of Series D Preferred Stock are allowed to vote on
an as-converted basis with the holders of Class A Common Stock (i) in the event
of a Change of Control; or (ii) upon the occurrence of an Event of Default. The
holders of the Series D Preferred Stock have no redemption rights except upon a
Change in Control. After three years, the Company may elect to redeem the Series
D Preferred Stock in cash, in whole
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or in part, at any time and from time to time, at a pro-rated premium of 6.00%
above the Liquidation Value.
Westar Security does not have any right to nominate directors unless
and until conversion of the Series D Preferred Stock.
The proceeds of the sale of the Series D Preferred Stock will be used
to pay down long-term debt, which will position the Company to make further
acquisitions and to carry out other corporate purposes (including a stock
repurchase program).
Exchange of Certain Securities by Westar Security, Inc.
On October 21, 1998, Westar Security exchanged its existing equity
holdings in the Company (2,980,000 shares of Class A Common Stock, 2,037,133
million shares of Series A Preferred Stock, and 1,704,232 shares of Series B
Preferred Stock) for 16,397 shares of Series C Preferred Stock.
The Series C Preferred Stock is redeemable by any holder thereof on the
sixth anniversary of the date of issuance at a liquidation value of $1,000 per
share. Dividends are payable quarterly either in cash or, if the provisions of
the current credit agreement to which the Company is a party prohibit payment of
cash dividends, dividends are payable in shares of Class A Common Stock. The
holders of Series C Preferred Stock have no voting rights except that the
holders of Series C Preferred Stock are allowed to vote on an as converted basis
with the holders of Class A Common Stock upon the occurrence of an Event of
Default. The holders of Series C Preferred Stock have the right to optional
redemption upon a Change in Control. At any time after issuance, the Company may
elect to redeem the Series C Preferred Stock in cash, in whole or in part, at
any time and from time to time, at a pro-rated premium of 7.00% above the
Liquidation Value.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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