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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
Event Reported): October 20, 2000
THE KROLL-O'GARA COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 000-21629 31-1470817
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
9113 LeSaint Drive, Fairfield, Ohio 45014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (513)874-2112
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6, 7, 8 and 9 are not applicable and are omitted from this
Current Report.
Item 5. Other Events.
The Kroll-O'Gara Company's subsidiary Securify, Inc. has completed a
private financing of $34.0 million. Securify, a provider of outsourced
e-security services and infrastructure, will use the financing to expand its
sales and marketing initiatives and continue development of its Security Chain
Management technology and service infrastructure.
Under the terms of the financing agreement, Securify has issued Series
A Convertible Preferred Stock convertible into 50.0 million shares of its Common
Stock. Additionally, Securify has created a stock option plan for its employees.
As a result of the transaction and the creation of the stock option plan,
Kroll-O'Gara's ownership of Securify, on a fully diluted basis, has been reduced
to 20%. As part of the financing, Securify will repay Kroll-O'Gara $10.5
million, $5.0 million at closing and the remaining sum over a five-year period.
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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.
OCTOBER 24, 2000 THE KROLL-O'GARA COMPANY
By: /s/ Nicholas P. Carpinello
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Nicholas P. Carpinello
Controller and Treasurer
