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As filed with the Securities and Exchange Commission on January 22, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
Ensec International, Inc.
(Exact Name of Registrant as Specified in its Charter)
State of Florida 65-0654330
- ---------------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
751 Park of Commerce Drive, Suite 104
Boca Raton, Florida 33487
(Address of Principal Executive Offices) (Zip Code)
Ensec International, Inc.
1996 Stock Option Plan
----------------------
(Full Title of the Plan)
Copies To:
Charles N. Finkel
President and Chief Executive Officer Jeffrey A. Stoops, Esq.
Ensec International, Inc. Gunster, Yoakley, Valdes-Fauli
751 Park of Commerce Drive, Suite 104 & Stewart, P.A.
Boca Raton, Florida 33487 777 South Flagler Drive,
- ---------------------------------------- Suite 500 East Tower
(Name and Address of Agent for Service) West Palm Beach, Florida 33401
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered/(1)/ Offering Price Per Aggregate Offering Price/(2)/ Registration Fee
Share/(2)/
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $6.25 $2,812,500 $852.27
par value $.01
</TABLE>
/(1)/ Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Ensec International, Inc. 1996 Stock Option Plan as the result of a
stock split, stock dividend or similar adjustment of the outstanding
common stock of Ensec International, Inc. pursuant to Rule 416(a).
/(2)/ Calculated pursuant to Rule 457(h) and Rule 457(c), based on the reported
average bid and ask prices for Ensec International, Inc. Common Stock on
the Nasdaq SmallCap Market on January 17, 1997.
This Registration Statement shall become effective upon the filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, and
Rule 462.
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
This Registration Statement relates to the registration of 450,000 shares of
common stock, $.01 par value per share ("Common Stock"), of Ensec
International, Inc. (the "Registrant") reserved for issuance and delivery
under the Ensec International, Inc. 1996 Stock Option Plan (the "Plan").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as specified by
Rule 428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is contained in the prospectus meeting
the requirements of Section 10(a) of the Securities Act of 1933, as amended
(the "Securities Act").
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Registration Statement on Form SB-2, declared effective
on September 25, 1996 (Commission File No. 333-06223).
(b) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, declared effective on September 25,
1996 (Commission File No. 0-21361).
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996, as filed with the Commission on November 13, 1996
(Commission File No. 0-21361).
(d) All documents filed by the Registrant pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby 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 document, except as to any
portion of any Annual or Quarterly Report to Stockholders which is not
deemed to be filed under said provisions. Any statement contained in
this Registration Statement, or in a document
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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 incorporated or 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.
None. Neither the named experts or counsel referenced below have an interest
in the Registrant.
Item 6. Indemnification of Directors and Officers.
Under Article X of the Registrant's Amended and Restated Articles of
Incorporation, each person who is a director or officer of the Registrant
shall be indemnified by the Registrant to the fullest extent permitted by
applicable law, as amended from time to time.
Under the Florida Business Corporation Act (the "FBCA"), directors of a
Florida corporation will not be personally liable to such corporation or any
other person for any statement, vote, decision or failure to act, unless (i)
the director breached or failed to perform his or her duties as a director and
(ii) the director's breach of, or failure to perform, those duties
constitutes: (1) a violation of the criminal law, unless the director had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful, (2) a transaction from which
the director derived an improper personal benefit, either directly or
indirectly, (3) a circumstance under which an unlawful distribution is made,
(4) in a proceeding by or in the right of the corporation to procure a
judgment in its favor or by or in the right of a shareholder, conscious
disregard for the best interest of the corporation or willful misconduct, or
(5) in a proceeding by or in the right of someone other than the corporation
or a shareholder, recklessness or an act or omission which was committed in
bad faith or with malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety or property. A corporation may
purchase and maintain insurance on behalf of any director or officer against
any liability asserted against him or her and incurred by him or her in his or
her capacity or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such
liability under the FBCA.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant,
the Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4.1* Form of Common Stock Certificate
5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding
the legality of the securities being offered hereby
23.1 Consent of Grant Thornton LLP
23.2 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained
in Exhibit 5.1)
-----------
* Previously filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2, as declared effective on September 25, 1996
(Commission File No. 333-06223).
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement, to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement; and 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) and 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
this chapter if, in the aggregate, the changes in the 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.
(iii) To include any additional or changed material information on the
plan of distribution.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the information required in such a post-effective amendment is incorporated by
reference from periodic reports filed by the Registrant under the Exchange
Act.
(b) For determining liability under the Securities Act, to treat each post-
effective amendment as a new registration statement of the securities offered,
and to treat the offering of such securities at that time as the initial bona
fide offering.
(c) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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(2) 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of New York, State of New York, on the 22nd day of
January, 1997.
ENSEC INTERNATIONAL, INC.
By: /s/ Charles N. Finkel
-------------------------------------
Charles N. Finkel
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of January 22, 1997.
/s/ Charles N. Finkel
----------------------------------------
Charles N. Finkel
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s James K. Norman
----------------------------------------
James K. Norman
Vice President and Director
/s/ Flavio R. da Silva
----------------------------------------
Flavio R. da Silva
Vice President and Director
/s David J. Rottner
----------------------------------------
David J. Rottner
Chief Financial Officer and Secretary
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number
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4.1* Form of Common Stock Certificate
5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby
23.1 Consent of Grant Thornton LLP
23.2 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained
in Exhibit 5.1)
-----------
* Previously filed as Exhibit 4.1 to the Registrant's Registration Statement
on Form SB-2, as declared effective on September 25, 1996 (Commission File
No. 333-06223).
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. will appear here]
Our File Number: 15424.09000
Writer's Direct Dial Number: (561) 655-1980
January 22, 1997
Ensec International, Inc.
751 Park of Commerce Drive, Suite 104
Boca Raton, Florida 33487
Ladies and Gentlemen:
We have acted as legal counsel for Ensec International, Inc. (the
"Company"), a corporation organized under the laws of the State of Florida,
with respect to the Company's Form S-8 Registration Statement (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on or about January 22, 1997, in connection with the
registration under the Securities Act of 1933, as amended, by the Company of
an aggregate of up to 450,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"), issuable under the Ensec International, Inc. 1996 Stock
Option Plan (the "Plan").
As legal counsel for the Company, we have examined the corporate proceedings
relating to the Plan and such other legal matters as we deemed appropriate for
the purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals
of such copies. We have assumed that all signatories were and are legally
competent to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the opinion
that the shares of Common Stock to be issued under the Plan have been duly and
validly authorized for issuance and, when issued in accordance with the terms
of the Plan, will be validly issued, fully paid, and nonassessable.
We are members of the Bar of the State of Florida and do not herein express
any opinion as to matters governed by the laws of any jurisdiction other than
the internal laws of the State of Florida (without reference to the choice-of-
law or conflict-of-law provisions, principles or decisions under Florida law,
or under any other state, federal or foreign law), and we have assumed
compliance with all other laws, including, without limitation, federal,
foreign and other states' laws.
<PAGE>
Our opinions are limited to the specific issues addressed and are limited
in all respects to laws and facts existing on the date hereof. By rendering
our opinion letter, we do not undertake to advise you of any changes in such
laws or facts which may occur or come to our attention after the date hereof.
We hereby consent to the inclusion of this opinion letter as part of the
Registration Statement. The foregoing opinions are furnished to you at your
request, are solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this law firm.
Very truly yours,
/s/ GUNSTER, YOAKLEY,
VALDES-FAULI & STEWART, P.A.
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
JAS/MVM/JMT
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated April 12, 1996, accompanying the
consolidated financial statements of Ensec International, Inc. included in the
Registration Statement on Form SB-2 (File No. 333-06223, effective September
25, 1996). We hereby consent to the incorporation by reference of said report
in the Registration Statement of Ensec International, Inc. on Form S-8 (File
No. 333-______).
GRANT THORNTON LLP
Fort Lauderdale, Florida
January 20, 1997
