AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
SECURACOM, INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7373 22-2817302
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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50 TICE BOULEVARD
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 930-9500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------
RONALD C. THOMAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SECURACOM, INCORPORATED
50 TICE BOULEVARD
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 930-9500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
COPIES TO:
MICHAEL JOSEPH, ESQ. THOMAS R. DENISON, ESQ.
DYER ELLIS & JOSEPH P.C. GIBSON, DUNN & CRUTCHER LLP
600 NEW HAMPSHIRE AVE., N.W. 1801 CALIFORNIA STREET
SUITE 1000 SUITE 4100
WASHINGTON, D.C. 20037 DENVER, COLORADO 80202
(202) 944-3000 (303) 298-5700
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective. 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, check
the following box.|_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Proposed Amount of
Securities To Be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Aggregate
Per Share Offering Price (2)
<S> <C> <C> <C> <C>
Common Stock (par value $ 0.01 per share). 2,300,000 shares $10.00 $23,000,000 $ 6,970
========================================== =================== =================== ==================== ====================
</TABLE>
(1) INCLUDES 300,000 SHARES SUBJECT TO THE UNDERWRITERS' OVER-ALLOTMENT OPTION.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated May 2, 1997
PROSPECTUS
2,000,000 SHARES
[Securacom Logo]
SECURACOM, INCORPORATED
COMMON STOCK
Of the 2,000,000 shares of Common Stock of the Company (the "Common
Stock") offered hereby, 1,400,000 shares are being issued and sold by Securacom,
Incorporated ("Securacom" or the "Company") and 600,000 are being sold by a
stockholder of the Company (the "Selling Stockholder"). See "Principal and
Selling Stockholders." The Company will not receive any of the proceeds from the
sale of shares by the Selling Stockholder.
Prior to this offering (the "Offering"), there has been no public
market for the Common Stock. It is currently estimated that the initial public
offering price will be $10.00 per share. See "Underwriting" for a discussion of
the factors to be considered in determining the initial public offering price.
Application has been made to list the Common Stock on the Nasdaq National Market
under the proposed symbol "SECU."
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2) SELLING STOCKHOLDER
<S> <C> <C> <C> <C>
Per Share................................. $ $ $ $
Total (3)................................. $ $ $ $
- ------------------------------------------ ------------------- -------------------- -------------------- ------------------
</TABLE>
(1) See "Underwriting" for information concerning the compensation and
indemnification of the Underwriters and other information.
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company and the Selling Stockholder have granted the Underwriters
options, exercisable within 30 days of the date hereof, to purchase up to
an additional 210,000 and 90,000, respectively, shares of Common Stock
solely to cover over-allotments, if any, at the Price to Public less the
Underwriting Discount. If such option is exercised in full, the total
Price to Public, Underwriting Discount, Proceeds to Company, and Proceeds
to Selling Stockholder will be $ , $ , $ , and $ , respectively. See
"Underwriting."
The shares of Common Stock are offered by the several Underwriters
subject to receipt and acceptance of such shares by them. The Underwriters
reserve the right to withdraw, cancel, or reject any order in whole or in part.
It is expected that the shares will be available for delivery against payment in
New York, New York on or about , 1997.
HANIFEN, IMHOFF INC.
The date of this Prospectus is , 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF
THE COMMON STOCK. SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN
CONNECTION WITH THE OFFERING, AND MAY BID FOR AND PURCHASE, SHARES OF
COMMON STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. As used herein, the terms "Securacom" and the
"Company" refer to Securacom, Incorporated. Except as otherwise indicated, all
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option.
THE COMPANY
Securacom is a single-source provider of comprehensive technology-based
security solutions for medium and large commercial and government facilities in
the United States and abroad. The Company offers a broad range of services,
consisting of: (i) consulting and planning; (ii) engineering and design; (iii)
systems integration; and (iv) maintenance and technical support. The Company is
not aware of any other company providing this comprehensive range of services on
a national basis.
The Company believes that the multi-billion dollar market for
technology-based security solutions is growing rapidly due to the following
factors: (i) many existing security systems are becoming technologically
obsolete and inadequate or consist of internally incompatible subsystems, which
creates a need for re-engineering, upgrading and integration; (ii) technological
advancements provide the opportunity to increase the scope and cost-efficiency
of many routine security tasks, such as the replacement of guards with
electronic surveillance; (iii) the proliferation of computers and advanced
communications systems has created a new and growing security need for clients
to prevent the misuse of proprietary information and other intellectual
property; and (iv) a number of highly publicized acts of terrorism have
heightened corporate and government officials' awareness of an increased need
for physical safety.
The security industry is highly fragmented and consists of a broad
array of equipment manufacturers and distributors, consultants and engineers and
systems integrators, each of which provides only a portion of the services
required to deliver an integrated security solution. As a result, clients are
frequently required to coordinate the planning, design and implementation of a
project through multiple service providers and vendors. This approach causes
client frustration with project delays, cost inefficiencies, lack of vendor
accountability and incompatible subsystems. Securacom believes that as a
single-source provider of security solutions it can expedite project completion
and reduce its clients' manpower requirements and aggregate project costs. In
addition, the Company has the flexibility to respond to its clients' particular
needs, whether the client requires only one of the services offered by the
Company, various services on an ongoing basis, or a comprehensive turnkey
security solution using all of the Company's areas of expertise and its national
network of offices.
Securacom's objective is to become the leading provider of
comprehensive, high-value-added, technology-based security solutions for medium
and large commercial and government facilities in the United States and abroad.
The Company's strategy focuses on developing long-term client relationships.
These relationships allow the Company to integrate itself into clients'
decision-making processes by identifying solutions for new security systems
upgrades and other ongoing security needs. Additional key elements of the
Company's strategy include: (i) capitalizing on its position as a national
single-source provider of security solutions; (ii) continuing to expand its
client base in targeted industries; (iii) maintaining its high level of
technological sophistication; (iv) enhancing its ability to pursue bidding
opportunities on larger projects; and (v) continuing to focus on providing
high-value-added services.
3
<PAGE>
The Company began operations in 1987 in association with a large
privately held engineering firm. In 1992, the Company became independent from
the engineering firm in conjunction with a capital infusion from a private
investment group. At the same time, the Company hired new management with
extensive experience in the security industry. Since then, the Company has
devoted a substantial amount of resources and capital to enhancing its technical
capability and services offerings, hiring and training key personnel and
expanding its client base. As part of this effort, the Company has opened four
regional offices in the United States and one international office in Moscow,
Russia. Securacom believes that it now has in place the infrastructure and
capabilities to substantially increase revenues and profitability.
As a result of these initiatives, revenues have grown from $2.4 million in
1994 to $3.2 million in 1995 and $5.8 million in 1996. The Company achieved its
first profitable quarter of operations during the three months ended March 31,
1997, with net income of $206,000 on revenues of $3.3 million. Over the past
three years, the Company has served more than 50 clients including airports,
hospitals, prisons, corporations, utilities, universities and government
facilities. Current clients include Washington Dulles International Airport,
Hewlett-Packard Company, EDS, United Airlines, Gillette Corporation, MCI
Telecommunications Corporation and New York City's World Trade Center.
RECENT DEVELOPMENTS
During the first quarter of 1997, the Company contracted to provide
services to several new clients. The Company signed an agreement to provide a
broad range of services in connection with the upgrading of Amtrak's access
control systems at eight facilities in the northeast and California.
Additionally, it contracted to prepare a security master plan for Xerox
Corporation's manufacturing and engineering facilities in Rochester, New York.
The Company also finalized an agreement to provide a comprehensive access
control system upgrade at the headquarters of Rostelecom, the primary Russian
long distance telephone service provider. This project expands Securacom's
Moscow client base which also includes Moscow Local Telephone System and US
WEST. In April, the Company signed a joint venture agreement with Ahmad N.
AlBinali & Sons Co., a large Saudi Arabian engineering and construction company,
to develop and conduct business in the Kingdom of Saudi Arabia.
The Company's headquarters are located at 50 Tice Boulevard, Woodcliff
Lake, New Jersey 07675, and its telephone number is (201) 930-9500.
4
<PAGE>
THE OFFERING
Common Stock offered by the Company 1,400,000 shares
Common Stock offered by the Selling Stockholder 600,000 shares
Common Stock to be outstanding
after the Offering 5,834,140 shares(1)
Use of proceeds to the Company To repay certain indebtedness, to
expand and upgrade the Company's
management information systems,
to further develop and document
the Company's command center
integration software and for
working capital and general
corporate purposes. See "Use
of Proceeds."
Proposed Nasdaq National Market symbol SECU
(1) Based upon the number of shares outstanding as of March 31, 1997. Does
not include 1,557,962 shares issuable upon the exercise of warrants
outstanding as of March 31, 1997, of which options to purchase 979,629
shares were exercisable as of that date.
<TABLE>
<CAPTION>
SUMMARY FINANCIAL DATA
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------- --------------------------
1992 1993 1994 1995 1996 1996 1997
---------- ----------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Earned revenues............. $6,775,971 $3,245,145 $2,395,254 $3,176,523 $5,824,448 $ 656,022 $3,297,899
Gross profit............ 381,966 341,109 808,939 996,559 1,408,062 402,137 971,676
Selling, general and
administrative
expenses................ 1,884,316 2,122,715 2,670,092 2,870,570 3,700,698 739,907 645,656
Net income (loss)........... (1,502,350) (1,781,606) (1,887,717) (1,767,692) (2,512,833) (356,623) 206,143
Net income (loss) per share. (1.52) (0.57) (0.52) (0.43) (0.56) (0.08) 0.04
Weighted average number of
common shares outstanding. 986,533 3,141,492 3,648,653 4,064,324 4,523,021 4,222,869 5,105,274
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1997
ACTUAL AS ADJUSTED(1)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................................................................... $ 130,741 $ 6,880,741
Working capital.............................................................................. 334,910 7,084,910
Total assets................................................................................. 6,116,761 14,866,761
Long-term debt, less current maturities...................................................... 3,300,548 111,048
Total stockholders' equity (deficiency)...................................................... (1,327,584) 10,611,916
</TABLE>
(1) As adjusted to give effect to the sale of Common Stock in the Offering by
the Company at an assumed offering price of $10.00 and the application of
the net proceeds therefrom. Does not give effect to the potential issuance
of 1,557,962 shares issuable upon the exercise of warrants outstanding as
of March 31, 1997, of which warrants to purchase 979,629 shares were
exercisable as of that date.
5
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be carefully considered in evaluating an investment in
the Common Stock offered hereby.
HISTORY OF LOSSES AND ACCUMULATED DEFICIT
The Company has incurred net losses in each year since inception. The
Company reported net losses of $1.9 million, $1.8 million and $2.5 million for
the years ended December 31, 1994, 1995 and 1996, respectively. The Company's
accumulated deficit through March 31, 1997 was $12.0 million. Although the
Company reported net income of $206,000 for the three months ended March 31,
1997, its first quarter of profitable operations, there can be no assurance the
Company will maintain profitable operations in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's financial statements and the notes thereto.
RISKS ASSOCIATED WITH GROWTH STRATEGY
The Company's strategy envisions a period of rapid growth that may put
a strain on its administrative and operational resources. While the Company
believes that it has established a significant infrastructure to support growth,
its ability to effectively manage growth will require it to continue to expand
the capabilities of its operational and management systems and to attract,
train, manage and retain qualified project managers, engineers and technicians.
There can be no assurance that it will be able to do so. If the Company is
unable to successfully manage its growth, the Company's business, operating
results and financial condition could be adversely affected.
DEPENDENCE UPON MANAGEMENT
The Company is dependent upon the continued services of key members of
its management, including its President and Chief Executive Officer, Ronald C.
Thomas. The loss of one or more key members of management could have a material
adverse effect on the Company. The Company does not maintain key-man life
insurance policies on members of management. See "Management."
DEPENDENCE ON LIMITED NUMBER OF CLIENTS
For the year ended December 31, 1996 the Company's three largest
clients, New York City's World Trade Center, the Metropolitan Washington Airport
Authority and MCI Telecommunications Corporation, in the aggregate, accounted
for 64% of its revenues, and three additional clients together accounted for an
additional 18% of its revenues. The Company anticipates that its three largest
clients will continue to account for the majority of its revenues during 1997.
The loss of any of the Company's major clients could adversely affect the
Company's business, operating results and financial condition. Several of the
projects for the Company's major clients will be substantially completed in
1997, and the Company's future operating results will depend on its ability to
develop future sales prospects and generate orders from new and existing
clients.
CANCELLATION OF CONTRACTS
A majority of the Company's contracts are subject to cancellation by
the Company's clients upon short notice. The Company's contracts with government
entities are subject to modification or
6
<PAGE>
termination for the convenience of the government. Although these government
contracts generally extend over several years, such contracts are typically
funded on an annual basis and may be terminated prior to completion because of
lack of funding. Contracts with corporations also frequently permit the client
to terminate the Company's services for any reason, with limited notice to the
Company. Although to date none of the Company's contracts has been terminated
prior to completion, there can be no assurance that this will not occur in the
future, resulting in a loss of a significant portion of the Company's backlog
with little warning.
EXPOSURE TO PROFESSIONAL LIABILITY
In the event of a breach of a security system designed, installed,
maintained, or engineered by the Company, the Company may be subject to a claim
that an error or omission on the part of the Company contributed to the damages
resulting from such breach, which damages could be substantial. While the
Company maintains insurance covering such risk, there can be no assurance that
such coverage, currently limited to $1.0 million, will be adequate or that such
insurance will cover all such risks associated with the Company's services. Any
such claim, even if covered by insurance, could materially and adversely affect
the Company.
COMPETITION
The security industry is highly competitive. The Company competes on a
local, regional and national level with security equipment manufacturers,
systems integrators, consulting firms and engineering and design firms. Many of
its competitors have greater name recognition and financial resources than the
Company. The Company may also face competition from potential new entrants into
the security industry or increased competition from existing competitors that
may attempt to develop the ability to offer the full range of services offered
by the Company. The Company believes that competition is based primarily on the
ability to deliver solutions that meet a client's requirements and, to a lesser
extent, on price. While the Company believes its position as the only national,
single-source provider of comprehensive, technology-based security solutions
gives it a competitive advantage, there can be no assurance that the Company's
competitors will not expand the scope of their services or that other
participants in the security industry will not enter the markets served by the
Company. There can be no assurance that the Company will be able to compete
successfully in the future against existing or potential competitors.
CONTROL BY CURRENT STOCKHOLDERS
Upon completion of the Offering, approximately 34.7% of the outstanding
shares of the Common Stock will be owned by two limited partnerships, the
general partner of which is KuwAm Corporation ("KuwAm"). Wirt D. Walker, III,
the Company's Chairman, is the Managing Director of KuwAm. Accordingly, Mr.
Walker, acting through these partnerships, may have the ability to control the
Company's Board of Directors and, therefore, the business, policies and affairs
of the Company. Such control could preclude unsolicited acquisitions of the
Company and, consequently, adversely affect the market price of the Common
Stock. The individual limited partners of such partnerships, including Mr.
Walker, will own an additional 24.9% of the outstanding Common Stock after the
Offering. See "Principal and Selling Stockholders" and "Description of Capital
Stock."
7
<PAGE>
LENGTHY SALES CYCLE
The sale of the Company's services frequently involves a substantial
commitment of resources to evaluate a potential project and prepare a proposal.
In addition, approval of proposals often involves a lengthy process due to
clients' internal procedures and capital expenditure approval processes.
Accordingly, the sales cycle associated with the Company's services is typically
lengthy and subject to certain risks that are beyond the Company's control,
including risks relating to client's budgetary constraints and internal
priorities or procedures.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company's quarterly results have varied significantly in the past
and will likely continue to do so in the future due to a variety of factors,
including the timing and nature of projects from which revenues are recognized
during any particular quarter. Such fluctuations may contribute to volatility in
the market price for the Common Stock. In particular, the Company has only had
one profitable quarter to date. If the Company has one or more unprofitable
quarters in the future, the market price for the Common Stock could be adversely
affected.
BROAD DISCRETION IN APPLICATION OF PROCEEDS
Approximately $6.7 million, or 55.4%, of the estimated net proceeds of
the Offering have been allocated to working capital and general corporate
purposes. Accordingly, the Company will have broad discretion as to the
application of such proceeds. See "Use of Proceeds."
NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF PRICE
Prior to the Offering there has been no public market for the Common
Stock. Accordingly, there can be no assurance that an active trading market will
develop or be sustained upon completion of the Offering or that the market price
of the Common Stock will not decline below the initial public offering price.
The initial public offering price of the Common Stock will be determined by
negotiations between the Company and the Representative of the Underwriters and
may not be indicative of the prices that will prevail in the public market. The
trading prices of the Common Stock could be subject to wide fluctuations in
response to quarter-to-quarter variations in the Company's operating results,
material announcements by the Company, general conditions in the security
industry, or other events or factors, many of which are beyond the Company's
control. In addition, the stock market as a whole and individual stocks have
experienced extreme price and volume fluctuations, which have often been
unrelated to the performance of the related corporations. The Company's
operating results in future quarters may be below the expectations of securities
analysts and investors. In such event, the price of the Common Stock will likely
decline, perhaps substantially. See "Underwriting."
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Certificate of Incorporation and
certain provisions of the Delaware General Corporation Law may make it difficult
to change control of the Company and replace incumbent management. For example,
the Certificate of Incorporation permits the Board of Directors, without
stockholder approval, to issue additional shares of Common Stock or establish
one or more classes or series of Preferred Stock having such number of shares,
designations, relative voting rights, dividend rates, liquidation and other
rights, preferences and limitations as the Board of Directors may
8
<PAGE>
determine. In addition, the Company's Board of Directors has adopted a
stockholder rights plan that could further discourage attempts to acquire
control of the Company. See "Description of Capital Stock." The Company has also
entered into employment and consulting agreements with certain officers which
provide that upon the occurrence of certain events following certain changes in
control of the Company, such officers may be entitled to receive three times
their annual base salaries. See "Management--Employment and Consulting
Agreements." The significant ownership position of certain stockholders may also
have the effect of deterring a change of control. See "Principal and Selling
Stockholders."
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market
following the Offering, or the perception that such sales might occur, could
adversely affect prevailing market prices of the Common Stock and could impair
the future ability of the Company to raise capital through the sale of its
equity securities. The Company is unable to make any prediction as to the
effect, if any, that future sales of Common Stock or the availability of Common
Stock for sale may have on the market price of the Common Stock prevailing from
time to time. Subsequent to 180 days following the Offering, the limited
partnerships that will own 2,022,127 shares of the Common Stock after the
Offering will be able to sell their Common Stock and/or distribute it to their
limited partners. Following such a distribution, the limited partners will be
able to freely sell such shares. Certain existing stockholders, holding
4,197,251 shares of Common Stock, have the right to include their shares in
future registrations of Common Stock.
See "Description of Capital Stock" and "Shares Eligible for Future Sale."
DILUTION
Based on an assumed public offering price of $10.00 per share,
purchasers of the Common Stock offered hereby will incur an immediate and
substantial dilution of $8.18 per share in net tangible book value from the
initial public offering price. The Company has issued and outstanding warrants
to purchase up to 1,557,962 shares of Common Stock at exercise prices ranging
from $1.00 to $7.00 with a weighted average exercise price of $5.92 per share.
The existence of such warrants may hinder future financings by the Company and
the exercise of such warrants may further dilute the interests of all other
stockholders. The possible future resale of Common Stock issuable on the
exercise of such warrants could adversely affect the prevailing market price of
the Common Stock. Further, the holders of warrants may exercise them at a time
when the Company would otherwise be able to obtain equity capital on terms more
favorable to the Company. See "Dilution."
DIVIDENDS
The Company has never paid cash dividends on its Common Stock and does
not currently intend to pay cash dividends. It is not likely that any cash
dividends will be paid in the foreseeable future. See "Dividend Policy."
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain information and trend statements that
are forward-looking statements which involve risk and uncertainty, including
those risks discussed in the "Prospectus Summary," "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Actual results may differ materially from the results described in
such forward-looking statements. When used in this Prospectus, the words
"anticipate," "believe," "estimate," "expect," "intend" and other similar
expressions as they relate to the Company or its market, may be forward-looking
statements.
9
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company of the Offering, after deducting
expenses payable by the Company and assuming an initial public offering price of
$10.00 per share, will be approximately $12.1 million ($14.1 million if the
Underwriters' over-allotment option is exercised in full). Of such net proceeds,
(i) approximately $3.4 million will be used to repay outstanding debentures;
(ii) approximately $1.0 million will be used to expand and upgrade the Company's
management information systems; (iii) approximately $1.0 million will be used to
further develop and document the Company's command center integration software;
and (iv) the balance of approximately $6.7 million will be used for working
capital and general corporate purposes including $0.4 million for the addition
of two regional offices. The increase in working capital will enhance the
Company's ability to obtain performance bonding and thus enable it to bid on
larger contracts as a primary contractor. See "Business--Marketing." The
proceeds from the debentures, which bear interest at 10% per annum and mature on
December 31, 2000, were used for working capital, except for $700,000 thereof
which was invested in a limited partnership interest in Special Situations
Investment Holdings, Ltd. ("SSIH"), the Company's largest stockholder. See
"Management--Certain Transactions" and "Principal and Selling Stockholders." The
debentures to be repaid with proceeds of the Offering are held by certain
limited partners of SSIH.
Pending application of the net proceeds as described above, the
Company intends to invest the net proceeds in short-term, interest-bearing
securities. The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholder.
DIVIDEND POLICY
The Company has never paid cash dividends on its Common Stock. The
Company currently intends to retain any earnings to finance the growth and
development of its business and does not anticipate paying cash dividends in the
foreseeable future. Any payment of cash dividends in the future will depend upon
the financial condition, capital requirements and earnings of the Company, as
well as other factors the Board of Directors may deem relevant.
10
<PAGE>
DILUTION
The Company's net tangible book value at March 31, 1997 was
$(1,373,584) or approximately $(0.31) per share. Net tangible book value per
share represents total assets, less intangible assets and total liabilities,
divided by the number of shares outstanding as of March 31, 1997. After giving
effect to the sale of the shares of Common Stock offered by the Company hereby
at an assumed initial offering price of $10.00 per share and the application by
the Company of the estimated net proceeds therefrom as described in "Use of
Proceeds," the net tangible book value of the Company as of March 31, 1997 would
have been $10.6 million, or $1.82 per share of Common Stock. This represents an
immediate increase in net tangible book value of $2.13 per share of Common Stock
to existing stockholders and an immediate dilution in net tangible book value of
$8.18 per share of Common Stock to purchasers of Common Stock in the Offering.
The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share....................................... $ 10.00
Net tangible book value per share before the Offering.............................. (0.31)
Increase in net tangible book value attributable to new investors.................. $ 2.13
-----------
Net tangible book value per share after the Offering.................................. $ 1.82
-----------
Dilution per share to new investors................................................... $ 8.18
===========
</TABLE>
The following table summarizes, as of March 31, 1997, the total shares
of Common Stock purchased and the total consideration and average price per
share paid by existing stockholders, and paid by the new investors purchasing
the shares offered hereby, assuming an initial public offering price of $10.00
per share.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>
Existing stockholders............ 4,434,140 76.0% $ 10,741,335 43.4% $ 2.42
New investors.................... 1,400,000 24.0 14,000,000 56.6 10.00
----------- ---------- ------------ ------------ -------------
Total....................... 5,834,140 100.0% $ 24,741,335 100.0% $ 4.24
=========== ========== ============ ============ =============
</TABLE>
The foregoing calculations do not give effect to the exercise of (i)
outstanding warrants to purchase 1,557,962 shares of Common Stock at a weighted
average exercise price of $5.92 per share outstanding at March 31, 1997, and
(ii) options to purchase an additional 500,000 shares of Common Stock available
for issuance under the Company's stock option plan, none of which are
outstanding.
11
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at
March 31, 1997 and as adjusted to reflect the sale by the Company of the Common
Stock offered hereby, assuming an initial public offering price of $10.00 per
share and after deducting the applicable underwriting discount and estimated
expenses payable by the Company, and the application of the estimated net
proceeds therefrom as described under "Use of Proceeds." This table should be
read in conjunction with the Company's financial statements and the notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1997
ACTUAL AS ADJUSTED
<S> <C> <C>
Current maturities of long-term debt and
capital lease obligations.................................................... $ 21,454 $ 21,454
------------- --------------
Long-term debt and capital lease obligations,
less current maturities(2)................................................... 3,300,548 111,048
------------- --------------
Stockholders' equity(1):
Preferred Stock, par value of $0.01 per share,
5,000,000 shares authorized; no shares issued
and outstanding....................................................... -- --
Common Stock, par value $0.01 per share,
20,000,000 shares authorized; 4,434,140 shares
issued and outstanding; 5,834,140 shares
issued and outstanding as adjusted.................................... 44,341 58,341
Additional paid-in capital................................................ 10,644,197 22,730,197
Accumulated deficit(2).................................................... (12,016,122) (12,176,622)
----------- --------------
Total stockholders' equity (deficiency)............................... (1,327,584) 10,611,916
------------- --------------
Total capitalization.................................................. $ 1,994,418 $ 10,744,418
============= --------------
</TABLE>
(1) Does not include 1,557,962 shares issuable upon the exercise of warrants
outstanding as of March 31, 1997, of which warrants to purchase 979,629
shares were exercisable as of that date.
(2) The as adjusted amount reflects the payment of $3,350,000 face value of
subordinated debt. The difference between the face value and the recorded
value of $3,189,500 represents $160,500 of unamortized discount, which is
reflected as an adjustment to stockholders' deficiency.
12
<PAGE>
SELECTED FINANCIAL DATA
The statement of operations data set forth below for the years ended
December 31, 1994, 1995 and 1996, and the balance sheet data at December 31,
1995 and 1996 are derived from, and should be read in conjunction with, the
audited financial statements of the Company, and the notes thereto, included
elsewhere in this Prospectus. The statements of operations data set forth below
for the three months ended March 31, 1996 and 1997 and the balance sheet data at
March 31, 1997 are derived from, and should be read in conjunction with, the
unaudited financial statements of the Company, and the notes thereto, included
elsewhere in this Prospectus. The statement of operations data for the years
ended December 31, 1992 and 1993, and the balance sheet data at December 31,
1992, 1993 and 1994 are derived from audited financial statements not included
in this Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------------ ----------------------
1992 1993 1994 1995 1996 1996 1997
----------- ---------- ---------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Earned revenues....................... $6,775,971 $3,245,145 $2,395,254 $3,176,523 $ 5,824,448 $ 656,022 $3,297,899
Cost of earned revenues............... 6,394,005 2,904,036 1,586,315 2,179,964 4,416,386 253,885 2,326,223
---------- ---------- ---------- ---------- ----------- --------- ----------
Gross profit....................... 381,966 341,109 808,939 996,559 1,408,062 402,137 971,676
Selling, general and administrative
expenses........................... 1,884,316 2,122,715 2,670,092 2,870,570 3,700,698 739,907 645,656
---------- ---------- ---------- ---------- ----------- --------- ----------
Operating income (loss)............ (1,502,350) (1,781,606) (1,861,153) (1,874,011) (2,292,636) (337,770) 326,020
Interest and financing fees........... (34,181) (101,707) (241,716) (21,851) (127,276)
Interest and other income............. 7,617 208,026 21,519 2,998 7,399
---------- ---------- ---------- ---------- ----------- --------- ----------
Net income (loss).................. (1,502,350) (1,781,606) (1,887,717) (1,767,692) (2,512,833) (356,623) 206,143
========== ========== ========== ========== =========== ========= ==========
Net income (loss) per share........ $ (1.52) $ (0.57) $ (0.52) $ (0.43) $ (0.56) $ (0.08) $ 0.04
========== ========== ========== ========== =========== ========= ==========
Weighted average number of
shares outstanding.............. 986,533 3,141,492 3,648,653 4,064,324 4,523,021 4,222,869 5,105,274
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, March 31,
1992 1993 1994 1995 1996 1997
----------- ---------- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............ $ 232,219 $ 236,979 $ 265,692 $ 555,345 $ 609,342 $ 130,741
Working capital (deficit)............ 105,051 682,965 (30,676) 696,079 150,880 334,910
Total assets......................... 1,298,648 1,999,391 2,033,846 3,045,942 4,567,087 6,116,761
Long-term debt, less current maturities -- 25,359 6,289 597,000 2,657,399 3,300,548
Total stockholders' equity (deficiency) 42,583 702,447 315,673 554,106 (1,595,727) (1,327,584)
</TABLE>
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company is a single-source provider of comprehensive,
technology-based security solutions for medium and large commercial and
government facilities in the United States and abroad. The Company offers a
broad range of services, including (i) consulting and planning; (ii) engineering
and design; (iii) systems integration; and (iv) maintenance and technical
support.
The Company began operations in 1987 in association with a large
privately held engineering firm. As a start-up, the Company expended significant
capital on the development of the Company's business and infrastructure, and it
accumulated losses of approximately $2.8 million from 1987 through 1991 on
aggregate revenues of approximately $17.2 million. The Company's revenues from
1990 through 1994 were generated primarily by a contract to design and integrate
extensive security upgrades at three nuclear facilities for the Tennessee Valley
Authority (the "TVA"). In 1992, the Company became independent from the
engineering firm in conjunction with a capital infusion from a private investor
group. At the same time, the Company hired new management with extensive
expertise in the security industry. Since 1992, the Company has devoted a
substantial amount of resources and capital to enhancing its technical
capability and services offerings, hiring and training key personnel and
expanding its client base. As part of this effort, the Company opened four
regional offices in the United States and one international office in Moscow,
Russia.
The Company derives its revenues primarily from long-term, fixed-price
contracts. Earnings are recognized based upon the Company's estimates of the
cost and percentage of completion of individual contracts. Earned revenues equal
the project's total contract amount multiplied by the proportion that direct
project costs incurred on a project bear to estimated total project costs.
Project costs include direct labor and benefits, direct material, subcontract
costs, project related travel and other direct expenses.
Clients are invoiced based upon negotiated payment terms for each
individual contract. Terms usually include a 25% downpayment and the balance as
stages of the work are completed. Maintenance contracts are billed either in
advance, monthly, or quarterly. As a result, the Company records as an asset
costs and estimated earnings in excess of billings and as a liability billings
in excess of costs and estimated earnings.
RESULTS OF OPERATIONS
The following table sets forth the percentages of earned revenues
represented by certain items reflected in the Company's statements of
operations.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------------------- ---------------------
1994 1995 1996 1996 1997
---------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Earned revenues................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of earned revenues........................ 66.2 68.6 75.8 38.7 70.5
--------- --------- --------- --------- --------
Gross profit................................ 33.8 31.4 24.2 61.3 29.5
Selling, general and administrative expenses... 111.5 90.4 63.5 112.8 19.6
--------- --------- --------- --------- --------
Operating income (loss)..................... (77.7) (59.0) (39.3) (51.5) 9.9
Interest and financing fees.................... (1.4) (3.2) (4.2) (3.3) (3.9)
Interest and other income...................... 0.3 6.5 0.4 0.5 0.2
--------- --------- --------- --------- --------
Net income (loss)........................... (78.8)% (55.7)% (43.1)% (54.3)% 6.2%
========= ========= ========= ========= ========
</TABLE>
14
<PAGE>
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1996
Revenues increased by more than 400% from $0.7 million in the three
months ended March 31, 1996 to $3.3 million in the three months ended March 31,
1997. The increase was due to work completed for new clients and an increase in
work completed on existing projects. Revenues from the World Trade Center, which
commenced in October 1996, were $1.9 million in the first three months of 1997.
In addition, revenues from the Metropolitan Washington Airport Authority
increased from $0.3 million in the first three months of 1996 to $0.7 million in
the first three months of 1997. In addition, $0.1 million of revenue was
recognized in the first three months of 1997 on a project for which costs were
accrued during 1996.
Cost of earned revenues increased from $0.3 million in the three months
ended March 31, 1996 to $2.3 million in the three months ended March 31, 1997,
primarily due to the increase in revenues. Gross margin declined from 61.3% in
the first three months of 1996 to 29.5% in the first three months of 1997. The
reason for the decline in gross margin is that in the first three months of 1996
there was a one-time adjustment of $0.2 million to the cost of earned revenues
to reflect a reduction in a subcontractor's costs upon the final closeout of the
TVA project. Net of this adjustment, gross margin was 25.0% in the first three
months of 1996.
Selling, general and administrative expenses decreased by 12.7% from
$0.7 million in the three months ended March 31, 1996 to $0.6 million in the
three months ended March 31, 1997, due to a $0.1 million reduction in legal fees
relating to certain litigation.
Interest expense and financing fees increased 482.5% from $0.02 million
in the three months ended March 31, 1996 to $0.1 million in the three months
ended March 31, 1997 due to an increase in outstanding indebtedness resulting
from the issuance of $2.1 million of subordinated debentures during 1996 and
$700,000 of subordinated debentures during the first three months of 1997.
Net income increased from a net loss of $0.4 million in the three
months ended March 31, 1996 to net income of $0.2 million in the three months
ended March 31, 1997. This increase in net income was primarily due to the
significant increase in revenues while selling, general and administrative
expenses remained constant.
YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995
Revenues increased by 83.4% from $3.2 million in 1995 to $5.8 million
in 1996. In October 1996, the Company was awarded an $8.3 million contract as
part of the security upgrade at the World Trade Center. Revenues of $1.6 million
were recognized from this project in 1996. Work for the Metropolitan Washington
Airport Authority increased by $1.0 million from $0.2 million in 1995 to $1.2
million in 1996. Work for MCI Telecommunications Corporation increased by $0.2
million from $0.6 million in 1995 to $0.8 million in 1996.
Cost of earned revenues increased by 102.6% from $2.2 million in 1995
to $4.4 million in 1996 primarily due to the increase in revenues. Gross margin
declined from 31.4% in 1995 to 24.2% in 1996 as a result of a change in the mix
of work performed. In 1996, a greater proportion of the work performed involved
system integration projects, which historically have had lower margins than the
other services provided by the Company. The Company believes that its gross
margin will be less sensitive to changes in the mix of work performed as it
achieves a greater volume of sales.
15
<PAGE>
Selling, general and administrative expenses increased by 28.9% from
$2.9 million in 1995 to $3.7 million in 1996. The increase was due to increases
in legal fees of $0.4 million incurred in the successful defense of certain
litigation, increased staffing expense of $0.3 million and increased office
expenditures of $0.1 million. The increases in staffing and office expenditures
were due to the Company's investment in infrastructure and capabilities to
accommodate future growth in revenues.
Interest expense and financing fees increased 137.7% from $0.1 million
in 1995 to $0.2 million in 1996 as a result of the issuance of $2.1 million of
10% subordinated debentures during 1996.
The net loss increased 42.2% from $1.8 million in 1995 to $2.5 million
in 1996 as a result of lower project margins, higher selling, general and
administrative expenses, increased financing fees, and proceeds from a
litigation settlement of $0.2 million which was recognized in 1995.
YEAR ENDED DECEMBER 31, 1995 COMPARED WITH YEAR ENDED DECEMBER 31, 1994
Revenues increased by 32.6% from $2.4 million in 1994 to $3.2 million
in 1995. Contract revenue from the TVA project in 1994 was $1.6 million as
compared with $1.3 million in 1995. Revenue from work completed for MCI was $0.1
million in 1994 as compared with $0.6 million in 1995. In 1995, the Company also
initiated and completed work on the Baltimore Correctional Intake Facility,
resulting in revenue of $0.4 million during that year. The Company's first major
preventive maintenance contract for Dulles Airport (Metropolitan Washington
Airport Authority) was also initiated in 1995 and generated revenue of $0.3
million.
Cost of earned revenues increased by 37.4% from $1.6 million in 1994 to
$2.2 million in 1995 due primarily to the increase in revenue. Gross margin on
projects declined from 33.8% in 1994 to 31.4% in 1995 as a result of a change in
the mix of work performed to include a greater proportion of system integration
projects in 1995.
Selling, general and administrative expenses increased 197.6% from $2.7
million in 1994 to $2.9 million in 1995. The increase was due to an increase in
staffing and office rents.
Interest expense and financing fees increased 233% from $0.03 million
in 1994 to $0.1 million in 1995.
The net loss of $1.8 million represents a $0.1 million improvement from
the net loss of $1.9 million in 1994 as the higher volume of work and the
proceeds of a litigation settlement more than offset the impact of lower margins
and higher spending for selling, general and administrative expenses and
interest expense.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash have been the proceeds from
private placements of Common Stock and notes from 1992 through 1995 and of
subordinated debentures and warrants during 1995 and 1996. During each of those
years, the Company's operations had negative cash flows as the Company increased
its marketing efforts, opened new offices and hired additional staff to support
anticipated growth. The net use of cash from operations in 1994, 1995 and 1996
was $1.9 million, $1.9 million and $1.6 million, respectively.
16
<PAGE>
From 1992 through 1995, members of the KuwAm private investor group
purchased an aggregate of 3.6 million shares of Common Stock at a total purchase
price of $8.3 million, generating net proceeds to the Company of $8.0 million,
and $0.5 million aggregate principal amount of 10% demand notes, generating an
equal amount of net proceeds to the Company. The demand notes were converted in
1995 into 103,000 shares of Common Stock.
In addition, from 1995 through March 31, 1997, members of the same
investor group purchased $3.4 million aggregate principal amount of 10%
subordinated debentures, together with warrants to purchase 478,580 shares of
Common Stock at an exercise price of $7.00 per share, generating net proceeds to
the Company of $3.2 million. In 1996, an additional $0.2 million was raised
through the exercise of warrants by members of the Board of Directors.
The Company's anticipated capital requirements include approximately
$0.4 million to open two new regional offices during 1997, $1.0 million to
expand and upgrade its management information systems, $1.0 million to further
develop and document its command center integration software and $3.4 million to
repay outstanding subordinated debentures. The Company intends to fund these
requirements with its net proceeds from the Offering and other available working
capital. See "Use of Proceeds."
The Company has in the past experienced cash flow shortages. The
Company believes that the net proceeds of the Offering and cash generated from
future operations will enable it to meet its cash requirements for the
foreseeable future and enable it to pursue its current plans for expansion.
17
<PAGE>
BUSINESS
GENERAL
Securacom is a single-source provider of comprehensive technology-based
security solutions for medium and large commercial and government facilities in
the United States and abroad. The Company offers a broad range of services,
including: (i) consulting and planning; (ii) engineering and design; (iii)
systems integration; and (iv) maintenance and technical support. This full range
of capabilities enables the Company to provide its clients with any combination
of these services or complete turnkey solutions for complex security projects.
The Company is not aware of any other company providing this comprehensive range
of services on a national basis.
The Company began operations in 1987 in association with a large
privately held engineering firm. In 1992, the Company became independent from
the engineering firm in conjunction with a capital infusion from a private
investment group. At that time, the Company also hired new management, including
its current Chief Executive Officer, who was formerly Vice President, Integrated
Systems of ADT Security Systems, Inc. and has over 20 years of experience in
security system engineering and design and project planning. Since 1992, the
Company has devoted a substantial amount of resources and capital to enhancing
its technical capability and services offerings, hiring and training key
personnel and expanding its client base. As part of this effort, the Company has
opened four regional offices in the United States and one international office
in Moscow, Russia. The Company currently plans to open additional regional
offices in Boston and Chicago in 1997.
INDUSTRY OVERVIEW
The Company believes that the multi-billion dollar market for
technology-based security solutions is growing rapidly due to the following
factors: (i) many existing security systems are becoming technologically
obsolete and inadequate, or consist of internally incompatible subsystems
creating the need for their re-engineering, upgrading and integration; (ii)
technological advancements provide the opportunity to increase the scope and
cost-efficiency of many routine security tasks, such as the replacement of
guards with electronic surveillance; (iii) the proliferation of computers and
advanced communications systems has created a new and growing security need to
prevent the misuse of proprietary information and other intellectual property;
and (iv) a number of highly publicized acts of terrorism have heightened
corporate and government officials' awareness of an increased need for physical
safety.
The security industry is highly fragmented and consists of a broad
array of equipment manufacturers and distributors, consultants and engineers and
systems integrators, each of which provides only a portion of the services
required to deliver an integrated security solution. Due to the lack of
single-source providers, the implementation of a medium or large scale security
project has traditionally been performed by a number of different parties. A
company interested in establishing or enhancing a security system typically
retains a consulting firm to define objectives, analyze requirements, and
prepare engineering and design specifications. The security specifications are
then distributed to systems integrators to obtain proposals to implement the
project. The systems integrator in turn, engages software and hardware
manufacturers and installation contractors to perform the components of the
project. In addition, companies seeking to implement security systems at
multiple locations may have to purchase separate systems for each location from
different vendors. This approach causes client frustration with project delays,
cost inefficiencies, lack of vendor accountability and incompatible subsystems.
In
18
<PAGE>
addition, the Company believes that as security systems are becoming more
technologically advanced, clients are recognizing that their in-house personnel
lack the skills and time necessary to coordinate their security projects and
that outsourcing such responsibilities offers significant cost and efficiency
advantages.
THE SECURACOM SOLUTION
The Company believes that as a single-source provider of comprehensive
technology-based security solutions it can expedite project completion and
reduce its client's manpower requirements and aggregate project costs. The
Company has the flexibility to respond to its clients' particular needs, whether
the client requires only one of the services offered by the Company, various
services on an ongoing basis, or a comprehensive turnkey security solution which
capitalizes on all of the Company's expertise and its national network of
offices.
The continually evolving security requirements of commercial and government
entities, together with rapidly advancing technology, provide numerous
opportunities for the Company to assist its clients with their security needs.
The services required throughout this process are generally divided into the
following four phases:
Consulting and Planning
Engineering and Design
Systems Integration
Maintenance and Technical Support
A client's security requirements at any particular time may involve services in
only one phase of this cycle or may necessitate a complete solution. The Company
is able to begin a new client relationship during any phase; however, new
relationships typically begin with a consulting or maintenance contract. The
following key attributes of Securacom enable it to provide comprehensive
solutions:
Experience and Expertise. The Company has a wide range of experience,
having provided security solutions to airports, hospitals, prisons,
corporations, utilities, universities and government facilities. The Company's
senior managers have an average of 17 years experience in security systems and
related industries, and its technical and engineering employees have an average
of 11 years of security industry experience. The Company applies this
specialized industry expertise to effectively manage the entire security
solution process.
Network of Regional Offices. The Company's network of regional offices
enables it to provide a consistently high level of service to its national
clients with geographically dispersed facilities. Securacom believes that
clients value the access to company personnel and timely service made possible
by the close proximity of its offices. Additionally, the Company believes that
the regional offices allow it to capitalize on local marketing opportunities.
19
<PAGE>
Technological Sophistication. Securacom and its personnel have
expertise in the design, development and implementation of advanced security
system technology. The Company emphasizes continuing education and training and
recruits skilled engineers and technicians. The Company believes that its
expertise enables it to offer its clients technologically advanced security
solutions, which enhance system effectiveness and reduce operating costs. For
example, the Company has developed its Engineered Maintenance System ("EMS"), a
database system used by the Company to effectively manage a security system's
components, maintenance planning and scheduling, and costs.
Independence from Vendors. The Company has made a strategic decision
not to represent any equipment manufacturer exclusively, thereby maintaining
objectivity and flexibility in equipment selection. This independence allows the
Company to offer solutions utilizing components that best meet its clients'
needs. In addition, the Company believes that this objectivity generates trust
because clients understand that equipment selection is based upon their needs
and not the Company's relationship with any particular manufacturer.
Quality Control. Securacom has implemented a company-wide system of
quality control policies and procedures designed to ensure that all of its
services are of consistently high quality. All engineering and design work is
reviewed by senior members of the technical staff, and all work is subject to
periodic review and inspection by senior management.
STRATEGY
Securacom's objective is to become the leading provider of
comprehensive, high-value-added, technology-based security solutions for medium
and large commercial and government facilities in the United States and abroad.
The Company's strategy is focused on the following elements:
Maintain and Develop Long-Term Relationships. The Company focuses on
pursuing and maintaining long-term client relationships. These long-term
relationships allow the Company to integrate itself into the client's
decision-making process by identifying solutions for new security requirements,
system upgrades and other ongoing security needs. The Company believes that the
demand by large commercial or governmental clients for security services is
growing. Demand is generated whenever a client identifies new security
requirements, requires changes in existing systems to accommodate changes in its
operations and facilities, upgrades its existing systems, or needs ongoing
maintenance of such systems. The Company seeks to establish long-term
relationships that provide such recurring revenue opportunities and has found
that clients that initially retain the Company in a limited capacity frequently
engage it to provide a broader range of services as the relationship develops.
For example, the Company's relationship with MCI started with an initial
consulting contract at a single location and has grown into a relationship in
which the Company has provided design, project management and maintenance
services to over 90 MCI facilities.
Focus on High-Value-Added Services. The Company focuses on providing
services that require a high degree of technical skill and expertise, such as
engineering, design and project management. The Company subcontracts services
requiring lower skill levels and intermittent use of personnel for short
periods, such as wire installation and basic construction. By concentrating on
high-value-added services, the Company believes that it will face less
competition, improve its gross margin and be in a position to leverage its
resources to effectively and efficiently manage a greater number of projects.
20
<PAGE>
Capitalize on Position as a National Single-Source Provider of Security
Solutions. To become a national provider of comprehensive security solutions,
Securacom has expanded its capabilities and its geographic presence from two to
five domestic locations since 1992. Each regional office has the capability to
offer the full range of security services, either directly or by utilizing the
resources of the Company's other offices. The Company's centralized financial
management and design and engineering staffs support the regional operations.
The Company believes that its national presence enables it to provide effective
and timely service to large clients with multiple locations. The Company intends
to utilize this national infrastructure to expand its client base.
Continue to Expand Client Base in Targeted Industries. The Company
intends to target several key industries and facility types that it believes
have substantial and increasing requirements for security services. These
include facilities for which security systems are required by regulation such as
airports and nuclear power plants, as well as facilities of telecommunication
and technology companies. The Company believes that the expertise it has
developed in providing services to such facilities and industries will enable it
to effectively compete for and service additional clients with similar
requirements.
Enhance Ability to Pursue Bidding Opportunities. Many large projects
require prime contractors to furnish performance bonds in amounts that the
Company has not had sufficient financial strength to obtain. As a result, the
Company currently participates in such projects as a subcontractor or through
joint ventures, which are generally less profitable than those in which it is
the prime contractor. The proceeds of the Offering will enable the Company to
obtain performance bonds necessary to pursue substantial new projects as a prime
contractor.
Maintain High Level of Technological Sophistication. Securacom
maintains a high level of technological sophistication in an industry that is
increasingly dependent upon advanced technology. The Company believes that it
has been a leader in applying advanced technology to meet clients' needs in a
cost-effective manner. The Company is developing proprietary command center
integration software to effectively manage the various subsystems of a single
site or the systems at multiple sites. The Company intends to maintain a high
level of technical expertise in its employees by emphasizing continuing
education and training and by recruiting additional highly skilled engineers and
technicians.
SERVICES
The Company offers a full range of security services, consisting of (i)
consulting and planning; (ii) engineering and design; (iii) systems integration;
and (iv) maintenance and technical support. At the beginning of each new client
relationship, the Company designates one of its professional staff as the client
service contact. This individual is the focal point for communications between
the Company and the client and often acts as the client's project manager for
all of its security needs. The Company's engagement may include one or more of
the elements described below.
Consulting and Planning. Security consulting and planning are the
initial phases of determining a security solution for a project. The Company has
developed a planning process that identifies all systems, policies and
procedures that are required for the successful operation of a security system
that will both meet a client's current needs and accommodate its projected
future requirements. The Company's consulting and planning process includes the
following steps:
o Identify the client's objectives and security system requirements
o Review the existing security system plan
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<PAGE>
o Survey the site, including inventory of physical components and
software and evaluation of client's existing infrastructure and
security system
o Identify and prioritize the client's vulnerabilities
o Develop and evaluate system alternatives
o Recommend a conceptual security plan design
o Estimate the cost of implementing the conceptual plan
o Develop a preliminary implementation schedule
As a result of this process, the Company provides the client with a
master plan for security services which recommends an effective security
solution that addresses routine operating needs as well as emergency situations.
The Company believes that its comprehensive planning process enables its clients
to budget for their security requirements on a long-term basis, identify
opportunities for cost reduction and prepare for future risks.
Engineering and Design. The engineering and design process involves
preparation of detailed project specifications and working drawings by a team of
the Company's engineers, systems designers and computer-aided design system
operators. These specifications and drawings detail the instrument sensitivity
requirements, layout of the control center, placement of equipment and
electrical requirements. Throughout the engineering and design process, the
Company utilizes its expertise in advanced technologies and its understanding of
its client's operational preferences to design a system that is functional,
cost-effective and accommodates the client's present and future requirements. In
addition, the Company attempts to incorporate its client's existing personnel,
equipment and other physical resources into the system design.
When retained as a single-source provider for turnkey security
solutions, the Company also selects the system components required under the
specifications and drawings it has prepared. To the extent possible, the Company
uses off-the-shelf equipment to minimize the cost of developing custom
equipment. The Company has made a strategic decision not to represent any
equipment manufacturer exclusively, thereby maintaining objectivity and
flexibility in equipment selection. The Company believes that its technical
proficiency with the products of a wide range of manufacturers enables it to
select components that will best meet a project's requirements.
Systems Integration. Systems integration involves (i) equipment
procurement; (ii) custom systems modeling and fabrication; (iii) facility
installation; (iv) hardware, software and network integration; and (v) system
validation and testing. In addition to these basic integration services, the
Company provides engineering services to enhance the compatibility of the
client's subsystems. The Company prepares technical documentation of the system
and operations manuals and provides on-site training to client personnel.
Under the supervision of a project manager, the Company's technicians
conduct hardware installation, hardware and software integration, system
validation and testing. The aspects of systems integration that do not require a
high level of technical expertise, such as wire installation and basic
construction, are typically performed by the Company's subcontractors.
Subsystems or components that may be integrated in a security system
include the following: (i) access control systems, which are designed to exclude
unauthorized personnel from specified areas; (ii) intrusion detection systems,
which detect unauthorized door and window openings, glass breakage, vibration,
motion, noise and alarms and other peripheral equipment; (iii) closed circuit
television systems,
22
<PAGE>
which monitor and record entry and exit activity or provide surveillance of
designated areas; (iv) critical condition monitoring systems, which provide
supervision of various systems and processes; and (v) fire detection systems.
Maintenance and Technical Support. The Company provides maintenance and
technical support services on a scheduled, on-call, or emergency basis. These
services include developing and implementing maintenance programs both for
security systems designed, engineered, or integrated by the Company and for
existing systems.
Maintenance services offered by the Company include its EMS, a database
used by the Company to effectively manage a security system's components,
maintenance planning and scheduling, and costs. The system configuration
function monitors system activity and capacity, and identifies the need to
reconfigure or expand the system. The system maintenance function schedules and
records maintenance activity, and identifies equipment replacement and upgrading
requirements.
MARKETING
The Company's marketing activities are conducted on both national and
regional levels. The Company obtains engagements through direct negotiation with
clients, competitive bid processes and referrals. At the national level, the
Company conducts analyses of various industries and targets those with
significant potential demand for security solutions. At a regional level, under
the supervision of senior management, each office develops and implements a
marketing plan for its region. The plan identifies prospective clients within
the region and sets forth a strategy for developing relationships with them.
Each regional office works with the headquarters office in expanding
relationships with existing national clients to include facilities within the
region.
The Company has identified several key industries or facility types
that it believes have substantial and increasing requirements for security
services, including telecommunication and technology companies, corporate
complexes and industries and facilities for which security systems are required
by regulation. The Company has developed expertise in the security regulations
applicable to airports, pharmaceutical companies, prisons and nuclear utilities.
See "--Clients" and "Management."
The Company's marketing strategy emphasizes developing long-term
relationships with clients so that the Company can provide additional services
as the clients' security requirements evolve. The Company undertakes significant
pre-assessment of a prospective client's needs before an initial contact is
made. A long-term relationship typically begins with an engagement to provide
consulting and planning or maintenance and technical support services.
Consulting and planning assignments place the Company in an advantageous
position, often as the client's project manager, to be engaged to implement the
plan ultimately adopted by the client. Engagements for maintenance and technical
support enable the Company to identify new requirements as they arise and to
offer its solutions to such requirements.
The Company employs a variety of pricing strategies for its services.
Proposals for consulting services are priced based on an estimate of hours
multiplied by standard rates. Systems integration engagements are priced based
upon the estimated cost of the components of the engagement, including
subcontractors and equipment, plus a profit margin. Pricing for engineering and
maintenance services vary widely depending on the scope of the specific project
and the length of engagement. All proposals are reviewed by the Company's senior
management.
23
<PAGE>
Many projects require that the primary contractor obtain a performance
bond in the amount of the contract. The amount of bonding that the Company is
able to obtain depends upon the level of its working capital and net worth. The
Company believes that its ability to compete for larger projects as a primary or
independent contractor, rather than through a joint venture or subcontract
arrangement, has been constrained by its inability to obtain adequate bonding.
The Company believes that the proceeds of the Offering will enable it to obtain
bonding of between approximately $50 million and $75 million and thus enhance
its ability to bid for larger projects as a primary contractor which is
generally more profitable than participation as a subcontractor or through a
joint venture.
The Company currently conducts limited international operations from
its Moscow office from which it has provided services to several clients in
Moscow. In April 1997, the Company signed a joint venture agreement with Ahmad
N. AlBinali & Sons Co., a Saudi Arabian engineering and consulting company, to
develop and conduct business in the Kingdom of Saudi Arabia. The Company is
evaluating several additional opportunities to expand its international
operations, which it anticipates it will initially undertake through joint
ventures or partnerships with local and international companies.
CLIENTS
During the past three years the Company has provided services to
approximately 50 clients, including airports, hospitals, prisons, corporations,
utilities, universities and government facilities. The Company's clients have
included the following:
Airports and Aviation Corporations
Fresno Airport EDS
United Airlines Gillette Corporation
Washington-Dulles International Airport Hewlett-Packard Company
Washington National Airport Lazard Freres
Yuma International Airport Mary Kay Cosmetics
MCI Telecommunications Corporation
Mobil Corporation
NationsBank
US WEST
Government Other
Los Alamos National Laboratory City of Baltimore Central
Sandia National Laboratory Booking and Intake Facility
Tennessee Valley Authority Moscow Local Telephone System
U.S. Department of Energy New York City's World Trade Center
U.S. Navy Rostelecom
Rowan County (N.C.) Prison
University of Texas
Although in some cases the Company serves as a subcontractor and does
not have a direct contractual relationship with its clients, it is typically
selected or approved by the client and develops a close working relationship
with the client.
During 1996, the World Trade Center, the Metropolitan Washington
Airport Authority (operator of both Washington National and Washington Dulles
airports), and MCI accounted for 28%, 22% and
24
<PAGE>
14% of the Company's earned revenues, respectively. The loss of any of these
clients could have a material adverse effect upon the Company's business,
operating results and financial condition. Although these clients each accounted
for a substantial portion of the Company's revenues, work performed for them was
comprised of multiple projects and, in the case of MCI, was performed for
multiple facilities.
COMPETITION
The security industry is highly competitive. The Company competes on a
local, regional and national basis with systems integrators, consulting firms
and engineering and design firms. The Company believes that it is the only
provider offering its comprehensive range of services on a national basis. As a
result, the Company competes with different companies depending upon the nature
of the project and the services being offered. For example, the Company has
competed with Johnson Controls, Science Applications International Corporation
and Sensormatic for systems integration work, and Lockwood Greene and Holmes &
Narver for consulting and planning and engineering and design work. Many of its
competitors have greater name recognition and financial resources than the
Company. The Company's competitors also include equipment manufacturers and
vendors that also provide security services. The Company may face future
competition from potential new entrants into the security industry and increased
competition from existing competitors that may attempt to develop the ability to
offer the full range of services offered by the Company. The Company believes
that competition is based primarily on the ability to deliver solutions that
effectively meet a client's requirements and, to a lesser extent and primarily
in competitive bid situations, on price. There can be no assurance that the
Company will be able to compete successfully in the future against existing or
potential competitors.
The Company's ability to compete for larger projects as a primary
contractor has been constrained by its inability to obtain adequate bonding. The
Company believes that the proceeds of the Offering will substantially improve
its ability to obtain bonding and thus enhance its ability to compete for larger
projects. See "--Marketing."
BACKLOG
The Company's backlog consists of confirmed orders, including the
balance of projects in process. The backlog also includes projects for which the
Company has been notified it is the successful bidder even though a binding
agreement has not been executed. Projects for which a binding contract has not
been executed may be canceled at any time. Binding contracts may also be subject
to cancellation or postponement, although cancellation generally obligates the
client to pay the costs incurred by the Company. During the last two years none
of the Company's contracts were canceled prior to completion. Long-term
maintenance contracts may be canceled without cause. As of December 31, 1995 and
1996, the Company's backlog was approximately $1.3 million and $8.3 million,
respectively. Backlog as of December 31, 1996 includes projects having a value
of approximately $0.5 million for which binding contracts have not been executed
and includes $1.2 million in projects that are not expected to be completed
during 1997. Backlog orders as of any particular date may not be indicative of
actual operating results for any fiscal period. There can be no assurance that
any amount of backlog will be realized.
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<PAGE>
EMPLOYEES
As of March 1997, the Company had 56 employees, of which 17 were based
in the Company's headquarters office in New Jersey and the balance in its four
regional offices and its office in Moscow. Three of the Company's employees are
engaged exclusively in marketing and sales, 45 in engineering, project
management and technical functions and eight in administration. Most members of
senior management, project managers and technical staff devote a portion of
their time to marketing activities. Approximately 57% of the Company's employees
have degrees in engineering or other technical fields. None of the Company's
employees are represented by a labor union, and the Company believes that its
employee relations are good.
INTELLECTUAL PROPERTY
In addition to the EMS, the Company is developing command center
software that permits the integration of multi-vendor security systems into a
unified, integrated system. The Company intends to utilize a portion of the
proceeds of the Offering to complete development and documentation of this
software.
The Company relies on a combination of various methods to establish and
protect its proprietary rights. In addition, it limits access to and
distribution of its proprietary information. These measures afford limited
protection, and there can be no assurance that the steps the Company takes to
protect its proprietary rights will be adequate to prevent misappropriation of
its intellectual property or the independent development by others of similar
technology.
INSURANCE
The Company maintains in force commercial umbrella liability insurance
with coverage of $10 million per occurrence and $10 million in the aggregate,
with a $10,000 deductible. The Company also maintains a $1.0 million insurance
policy to cover any error or omission by the Company that may result in a breach
of a security system designed, installed, maintained, or engineered by the
Company. There is no assurance that the amount of insurance carried by the
Company would be sufficient to protect it fully in the event of a significant
liability claim; however the Company believes that the amounts and coverages of
its insurance are reasonable and appropriate for its business operations. There
is no assurance that such insurance will continue to be available on
commercially reasonable terms, and the Company may elect not to retain liability
insurance at any time.
FACILITIES
The Company's headquarters office is located in Woodcliff Lake, New
Jersey, where the Company leases approximately 7,600 square feet of office space
under a lease that expires in 2000. In addition, the Company leases between
approximately 2,000 and 4,000 square feet of office space in each of the
Atlanta, Dallas, San Francisco and Washington, D.C. metropolitan areas to
support its regional operations. The Company believes that its facilities are
adequate and suitable for its current operations, and that additional space is
readily available if needed to support future growth.
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<PAGE>
LEGAL PROCEEDINGS
Although the Company is a defendant in certain suits arising from the
normal conduct of its business, management does not believe that the resolution
of this litigation will have a material adverse effect on the Company's
financial position, results of operations, or cash flows.
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<PAGE>
MANAGEMENT
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Wirt D. Walker, III....................... 51 Chairman and Director
Ronald C. Thomas.......................... 52 President, Chief Executive Officer and Director
Larry M. Weaver........................... 47 Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Charles C. Sander......................... 48 Senior Vice President
Franklin M. Sterling...................... 64 Senior Vice President
Albert A. Weinstein....................... 66 Vice President
Matthew V. Wharton........................ 35 Vice President
Michael V. Toto........................... 52 Vice President
Jon W. Balakian........................... 39 Vice President
Mishal Yousef Soud Al Sabah............... 36 Director
Marvin P. Bush(1)......................... 40 Director
Robert B. Smith, Jr.(1)................... 60 Director
</TABLE>
(1) Member of Compensation Committee and Audit Committee.
WIRT D. WALKER, III has served as a director of the Company since 1987, and
as Chairman since 1992. Mr. Walker is a director and the Managing Director of
KuwAm, a private investment firm founded in 1982. He has also served as Chairman
of Commander Aircraft Company and Advanced Laser Graphics, Inc. since 1991.
RONALD C. THOMAS has served as President, Chief Executive Officer and
director since 1992. Prior to joining the Company, Mr. Thomas was employed for
16 years by ADT Security Systems Inc., a subsidiary of ADT Ltd., the world's
largest electronic security protection company. During his tenure at ADT, he
held a variety of management positions involving systems engineering and design,
project planning and marketing and business unit management, and was Vice
President, Integrated Systems from 1988 to 1992. Mr. Thomas is Chairman of the
Standing Committee on Physical Security of the American Society for Industrial
Security ("ASIS"), a member of the Board of Directors of the Closed Circuit
Television Manufacturers Association, a member of the Institute of Electrical
and Electronic Engineers ("IEEE"), a member of the National Society of
Professional Engineers and a member of the National Fire Protection Association
("NFPA"). He is a past member of the Nuclear Standards Subcommittee of the IEEE,
the Proprietary Fire Systems Subcommittee of NFPA and the Architect/Engineer
Subcommittee of ASIS.
LARRY M. WEAVER has served as Executive Vice President, Chief Operating
Officer and Chief Financial Officer since June 1996. Prior to joining the
Company, Mr. Weaver was employed by The Conduit and Foundation Corporation, most
recently as its Chief Financial Officer from July 1995 to June 1996. Previously,
Mr. Weaver was employed, from 1988 to 1995, as Group Vice President of Finance
at William Bowman Associates, Inc., a residential real estate site development
company, and from 1980 to 1988, as Partner and Finance Manager at Skelly and
Loy, an energy and environmental consulting and
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<PAGE>
engineering firm. Mr. Weaver has also served as Assistant Controller at Buell
Division of Envirotech and was a Senior Accountant at Price Waterhouse.
CHARLES C. SANDER has served as Senior Vice President for the
Mid-Atlantic Region since 1993. From 1988 to 1992 Mr. Sander was president of
his own aviation consulting firm which he sold to Ogden Services Corporation in
1992. From 1992 to 1993 Mr. Sander was employed as President of the Technical
and Maintenance Services Division of Ogden. Prior to starting his own company,
Mr. Sander had been employed since 1972 by Baltimore/Washington International
Airport, where he served in a variety of positions, most recently as Deputy
Chief, Airport Operations.
FRANKLIN M. STERLING has served as Senior Vice President for the
Western Region since August 1995. Prior to joining the Company, Mr. Sterling
served as President of Franklin M. Sterling and Assoc., Inc., an engineering
consulting firm specialized in integrated building control systems, which he
founded in 1987. Previously, Mr. Sterling was employed by the Bechtel
Corporation for sixteen years, most recently as a project manager for a Bechtel
subsidiary, and has held positions with ITT Data Services and the RCA
Corporation. Mr. Sterling presently serves as Chairman of the Airport
Consultants Council Security System Standards Committee and is a member of the
Federal Aviation Administration's Advisory Committee on Security System
Standards. He is a senior member of the IEEE, the IEEE Control System Society,
the American Society for Industrial Security, the National Fire Protection
Association, the Construction Specification Institute and the National and
California Societies of Professional Engineers.
ALBERT M. WEINSTEIN has served as Vice President overseeing corporate
engineering and design since 1989. Prior to joining the Company, Mr. Weinstein
was Vice President and General Manager of the Electronic Security Systems
Division of Stoller Company, a nuclear consulting company, for 17 years.
MATTHEW V. WHARTON has served as Vice President for the Southwest
Region since 1994. From 1993 to 1994 he served as Manager of Consulting
Engineering for the Company. Prior to joining the Company, Mr. Wharton worked
from 1992 to 1993 as Director of Sales and Marketing for Integrated Security
Control Systems, a California security company.
MICHAEL V. TOTO has served as Vice President for the Northeast Region
since 1994. Prior to joining the Company, Mr. Toto served as a communications
engineer with ADT Security Systems, Inc.
for two years.
JON W. BALAKIAN has served as Vice President for the Southeast Region
since 1996. Prior to joining the Company, Mr. Balakian was a senior manager of
the national physical security program for MCI Telecommunications since 1990.
MISHAL YOUSEF SOUD AL SABAH has served as a director of the Company
since 1987. Since 1982, Mr. Al Sabah has been the Chairman of the Board of
Directors of KuwAm. He has also served as a director of Advanced Laser Graphics,
Inc. and Commander Aircraft Company since 1991.
MARVIN P. BUSH has served as a director of the Company since 1993. Mr. Bush
is a director of the Winston Partners Group, Inc., a private investment firm he
founded in 1994, and has been a member of the Board of Directors of Kerrco Inc.,
an oil and gas company, since 1989. Prior to founding
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<PAGE>
the Winston Group, Mr. Bush was a partner at John Stewart Darrell & Company, an
investment advisory firm, and was employed by Shearson Lehman Brothers as a
Vice President/Financial Consultant.
ROBERT B. SMITH, JR. has served as a director of the Company since 1995.
Mr. Smith has been a private investor since 1984, and has been a director of
Sunshine Mining Company, a New York Stock Exchange listed silver mining company,
since 1993. He has been a trustee for the Dalkon Shield Claimants Trust, a
public interest trust created to compensate those damaged by the Dalkon Shield,
since 1989. Mr. Smith was formerly Chief Counsel and Staff Director of the
Senate Government Operations Committee.
The Company's Certificate of Incorporation and By-Laws provide that
members of the Company's Board of Directors are elected annually and hold office
until their successors are elected.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established a Compensation Committee and an
Audit Committee. The Compensation Committee reviews on behalf of, and makes
recommendations to, the Board of Directors with respect to the compensation of
executive officers and administers the Company's option plans and makes
recommendations to the Board of Directors with respect to the plans and the
grant of options to persons eligible under the plans. The Audit Committee's
functions include recommending to the Board of Directors the engagement of the
Company's independent public accountants, reviewing with such accountants the
plans for and the results and scope of their auditing engagement and certain
other matters relating to their services provided to the Company, including the
independence of such accountants.
DIRECTOR COMPENSATION
All members of the Board of Directors, including the Company's officers
who are also Board members, receive a fee of $10,000 per year. In addition, each
director is granted options annually to purchase 25,000 shares of Common Stock
at an exercise price equal to the fair market value of such stock on the date of
grant, which vest in annual increments of one-third. All directors are
reimbursed for out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees thereof and for other expenses incurred in
their capacities as directors.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has entered into employment agreements with Messrs. Thomas
and Weaver, to serve in their respective current positions until March 31, 2002
and 2000, respectively, at annual base salaries of $165,000 and $125,000,
respectively. Both agreements provide for annual bonuses, periodic salary
increases and grants of stock options in the sole discretion of the Board of
Directors. In the event either executive's employment is terminated without
cause, he is entitled to continue to receive the salary and certain other
benefits provided for in such agreement for the remainder of its term. If such
termination occurs following a "change in control" of the Company, he is
entitled to receive an additional payment equal to three times his annual base
salary in effect at the time of such change in control. For purposes of the
employment agreements, a change in control occurs upon certain changes in the
stock ownership of the Company or upon certain changes in the membership of the
Board of Directors of the Company. A termination following a change in control
of the Company includes certain reductions of the executive's duties and
responsibilities, reductions in the salary paid to the executive, changes in the
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<PAGE>
location of the executive's office or a failure by the Company to obtain the
written assumption of the employment agreements by any successor of the Company.
The Company has also entered into a consulting agreement with Mr. Walker, to
provide strategic and corporate development services through March 31, 2002 for
an annual fee of $140,000. The consulting agreement also contains provisions
parallel to those of the executive employment agreements.
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned in the year
ended December 31, 1996 by the Chief Executive Officer and each of the most
highly compensated executive officers whose individual remuneration exceeded
$100,000 for the fiscal year (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Other
Name and Principal Annual All Other
Position Salary Bonuses Compensation Compensation
<S> <C> <C> <C> <C>
Ronald C. Thomas
President and CEO.............. $ 136,078 $ 35,000 $ 10,000(1) $ 28,000(2)
Charles C. Sander
Senior Vice President.......... $ 131,090 $ 25,000 $ 10,000(1) $ --
</TABLE>
(1) Consists of director fees.
(2) In May 1996 Mr. Thomas acquired 53,320 shares of Common Stock upon the
exercise of options, for which the Company waived the exercise price of
$0.53 per share. This amount equals the aggregate exercise price of such
options.
OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
Percent of Value at Assumed
Number of Total Options Annual Rates of
Shares Granted to Stock Price
Underlying Employees Exercise Appreciation for
Options in Fiscal Year Price Expiration Option Term(1)
Name Granted 1996 Per Share Date 5% 10%
---- ------------ ------------- ---------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Thomas 25,000 7.9 $ 7.00 2/5/99 $ 27,584 $ 57,925
Charles C. Sander 25,000 7.9 $ 7.00 2/5/99 $ 27,584 $ 57,925
</TABLE>
(1) Based upon an estimated initial public offering price of $10.00 per share
and on annual appreciation of such value, through the expiration date of
such options, at the stated rates. These amounts represent assumed rates of
appreciation only and may not necessarily be achieved. Actual gains, if
any, depend on the future performance of the Common Stock, as well as the
continued employment of the Named Executive Officers for the full term of
the options.
31
<PAGE>
AGGREGATED OPTION EXERCISES IN 1996
AND OPTION VALUES AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Number of Number of Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Warrants/Options at Warrants/Options at
on Value December 31, 1996 December 31, 1996(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Thomas 53,320 $ 533,200 159,382 25,000 $1,434,438 $ 75,000
Charles C. Sander -- -- 58,333 41,667 $ 291,665 $ 158,335
</TABLE>
(1) Represents an amount equal to the difference between an estimated initial
public offering price of $10.00 per share of the Company's Common Stock
minus the option exercise price, multiplied by the number of unexercised
options at December 31, 1996.
1997 STOCK OPTION PLAN
The Company has reserved 500,000 shares of Common Stock for issuance
upon the exercise of options under its 1997 Stock Option Plan (the "Stock Option
Plan").
The Stock Option Plan provides for the granting to eligible
participants of options to purchase Common Stock of two types: those that
qualify as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and those that do not
qualify as incentive stock options, or "non-qualified options." Key employees,
officers, directors and consultants of the Company are eligible to participate
in the Stock Option Plan. The Stock Option Plan is administered by the Board of
Directors, which determines the persons who are to receive options, the terms
and number of shares subject to each option and whether the option is an
incentive stock option or a non-qualified option.
Incentive stock options and non-qualified options may not be granted at
a purchase price less than the fair market value of the Common Stock on the date
of the grant (or, for an incentive stock option) granted to a person holding
more than 10% of the Company's voting stock, at less than 110% of fair market
value). Aside from the maximum number of shares of Common Stock reserved under
the Stock Option Plan, there is no minimum or maximum number of shares that may
be subject to options. However, the aggregate fair market value of the stock
subject to incentive stock options granted to any optionee that are exercisable
for the first time by an optionee during any calendar year may not exceed
$100,000. Options generally expire three months after the optionee is no longer
an employee of the Company. Options may not be transferred other than by will or
the laws of descent and distribution, and during the lifetime of an optionee may
be exercised only by the optionee. The term of each option, which is fixed by
the Board of Directors at the time of grant, may not exceed ten years from the
date the option is granted (except that according to Section 422(a) of the Code
an incentive stock option granted to a person holding more than 10% of the
Company's voting stock may be exercisable only for five years).
As of March 31, 1997, the Company had granted no options under the
Stock Option Plan.
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<PAGE>
CERTAIN TRANSACTIONS
The following information relates to certain transactions since January
1, 1994 in which executive officers, directors, stockholders and other related
persons had an interest. All of such transactions were on terms approved by the
members of the Board of Directors who did not have an interest in such
transactions.
In 1996, the Company purchased a 114B aircraft from Commander Aircraft
Company ("Commander") for $335,000, the list price of the aircraft, which is the
price at which Commander typically sells to retail customers. KuwAm is the
general partner of two stockholders of the Company that currently own in the
aggregate approximately 59% of the outstanding common stock of Commander, and
Wirt Walker, III, the Chairman of the Company, is the Chairman of Commander and
the Managing Director of KuwAm.
During the years 1993 through 1996, the Company paid investment banking
fees to KuwAm of 5% of the capital raised from the private sale of Common Stock
and subordinated debentures to SSIH and affiliated entities. The Company paid
approximately $79,000, $77,000, $103,000 and $35,000 of investment banking fees
under the agreements during 1994, 1995, 1996 and 1997 respectively, which have
been recorded as a reduction of proceeds from sales of equity securities and
interest and financing fees for sales of subordinated debentures.
From time to time, the Company has issued securities to certain of its
officers and directors in private transactions. During 1994, the Company sold an
aggregate of 316,000 shares of Common Stock to SSIH and certain of its limited
partners at a purchase price of $5.00 per share. Also during 1994, the Company
issued promissory notes having an aggregate principal amount of $515,000 to SSIH
for an equal amount of cash proceeds. The notes, which bore interest at an
annual rate of 10% per year, were converted into 103,000 shares of Common Stock
in June 1995. In 1995, the Company issued an aggregate of 247,500 shares of
Common Stock to KuwAm, SSIH, Special Situations Investment Holdings, L.P. II
("SSIH II") and certain of their limited partners at a purchase price of $5.00
per share and an aggregate of 35,294 shares to such entities and persons at a
purchase price of $8.50 per share. In March 1996, KuwAm, Fifth Floor Company for
General Trading and Contracting, a stockholder of the Company, and Mr. Walker
acquired 53,320, 186,620 and 133,300 shares of Common Stock, respectively, upon
exercise of previously outstanding warrants at an exercise price of $0.53 per
share. In May 1996, Ronald C. Thomas acquired 53,320 shares of Common Stock upon
the exercise of options, for which the Company waived the $0.53 per share
exercise price, and Marvin P. Bush, through Andrews-Bush, Inc., of which he is
president, acquired 53,897 shares of Common Stock upon exercise of previously
outstanding warrants at an exercise price of $0.52 per share.
The Company borrowed $75,000 from SSIH II in September 1995 and
$125,000 from KuwAm in October 1995 evidenced by 10% demand notes that were
repaid in 1996.
During 1995, 1996 and 1997 the Company sold $3.4 million aggregate
principal amount of subordinated debentures (the "Debentures") together with
warrants to purchase 478,580 shares of Common Stock at an exercise price of
$7.00 per share to certain limited partners of SSIH. The net proceeds from the
sale of the Debentures, after deduction of the 5% investment banking fee payable
to KuwAm and other expenses, were $3.2 million. The Debentures, all of which
will be repaid with proceeds from the Offering, bear interest at 10% per annum
and provide for repayment of the principal
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<PAGE>
as follows: $837,500 on December 31, 1998, $837,500 on December 31, 1999 and
the balance on December 31, 2000.
Between January 1 and March 10, 1997, an aggregate of $700,000 of the
proceeds from the Debentures was invested in limited partnership interests of
SSIH. SSIH is required to redeem the limited partnership interests on December
31, 1997, at the Company's option, at their then fair market value less a
liquidation fee of up to 1%, payable, at SSIH's option, in cash or portfolio
securities of SSIH. Because the assets of SSIH include both publicly traded and
privately held securities, the Company may receive such securities upon
redemption of its partnership interests. KuwAm, of which Mr. Walker is the
Managing Director and Mr. Al Sabah is Chairman, is the general partner of SSIH.
Under the terms of the limited partnership subscription agreement, KuwAm
received 3% of the amount of the Company's investment as reimbursement for
accounting, legal, and administrative expenses related to the organization and
operation of the partnership. In addition, pursuant to SSIH's limited
partnership agreement, KuwAm receives (i) an annual administration fee equal to
2% of SSIH's assets and (ii) an annual capital appreciation fee equal to 10% of
the increase in the value of SSIH's assets in each year. The Company does not
intend to make such investments in related parties in the future.
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<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of the date hereof, and as adjusted to reflect
the sale of the shares offered hereby, by (i) each person who is known by the
Company to be the beneficial owner of 5% or more of the outstanding Common
Stock, (ii) each director, (iii) each named executive officer and (iv) all
directors and executive officers as a group. The Company believes that the
individuals listed below each have sole voting and investment power with respect
to such shares, except as otherwise indicated in the footnotes to the table.
Unless otherwise indicated below, the business address of each person listed is:
c/o Securacom, Incorporated, 50 Tice Boulevard, Woodcliff Lake, New Jersey
07675.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares to be Shares Beneficially
Name and Address Prior to Offering(1) Sold in Owned After Offering(1)
of Beneficial Owner Number Percent Offering Number Percent
<S> <C> <C> <C> <C> <C>
KuwAm Corporation
2600 Virginia Avenue, N.W.
Washington, DC 20037(2)........... 2,622,127 59.1% -- 2,022,127 34.7%
Special Situation Investment
Holdings, Ltd.
c/o KuwAm Corporation
2600 Virginia Avenue, N.W.
Washington, D.C. 20037(2)......... 2,464,333 55.6% 600,000 1,864,333 32.0%
Special Situation Investment
Holdings, L.P. II
c/o KuwAm Corporation
2600 Virginia Avenue, N.W.
Washington, DC. 20037(2).......... 157,794 3.6% -- 157,794 2.7%
Fifth Floor Company for General
Trading and Contracting........... 366,707 8.3% -- 366,707 6.3%
Wirt D. Walker, III(2)(3)............. 2,941,822 66.2% -- 2,341,822 40.1%
Ronald C. Thomas...................... 246,035 5.3% -- 246,035 4.1%
Marvin P. Bush(4)..................... 62,230 1.4% -- 62,230 1.1%
Mishal Yousef Soud Al Sabah(2)(5)..... 3,000,227 67.5% -- 2,400,227 41.1%
Franklin M. Sterling.................. 63,333 1.4% -- 63,333 1.1%
Charles C. Sander..................... 75,000 1.7% -- 75,000 1.3%
Larry M. Weaver....................... -- * -- -- *
Robert B. Smith, Jr................... 16,667 * -- 16,667 *
All officers and directors as a
group (8 persons)................. 3,783,187 79.5 -- 3,183,187 51.7
</TABLE>
* Represents beneficial ownership of less than one percent of the outstanding
Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission, and includes voting power and investment power with respect to
shares. Shares issuable upon the exercise of outstanding stock options that
are currently exercisable or become exercisable within 60 days from the date
hereof are considered outstanding for the purpose of calculating the
percentage of Common Stock owned by such person but not for the purpose of
calculating the percentage of Common Stock owned by any other person. The
number of stock options that are exercisable within 60 days of the date
hereof is as follows: Mr. Walker, 8,333; Mr. Thomas, 167,715; Mr. Bush,
8,333; Mr. Smith, 16,667; Mr. Al Sabah, 8,333; Mr. Sterling, 38,333; and
Mr. Sander, 75,000.
(2) KuwAm is the general partner of SSIH and SSIH II. The stockholders of KuwAm
include Wirt D. Walker, III and Mishal Yousef Soud Al Sabah. Mr. Walker is
also the Managing Director and Mr. Al Sabah is the Chairman of KuwAm.
Shares beneficially owned by KuwAm consist of 2,464,333 shares held by SSIH
(1,864,333 shares after the Offering) and 157,794 shares held by SSIH II.
(3) Consists of 2,464,333 shares held by SSIH (1,864,333 shares after the
Offering), 157,794 shares held by SSIH II, 248,302 shares held by Mr.
Walker, 13,060 shares held by Mr. Walker's son, 50,000 shares held by a
trust for the benefit of Mr. Walker's son and options to purchase 8,333
shares held by Mr. Walker.
(4) Consists of 53,897 shares held by Andrews-Bush, Inc., and options to
purchase 8,333 shares held by Mr. Bush.
(5) Consists of 2,464,333 shares held by SSIH (1,864,333 shares after the
Offering), 157,794 shares held by SSIH II, 366,707 shares held by Fifth
Floor Company for General Trading and Contracting, of which Mr. Al Sabah is
Chairman, 3,060 shares held by Mr. Al Sabah's son and options to purchase
8,333 shares held by Mr. Al Sabah.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following summary description is qualified in its entirety by
reference to the Company's Certificate of Incorporation, which is filed as an
exhibit to the registration statement of which this Prospectus is a part. Upon
consummation of the Offering, the authorized capital stock of the Company will
consist of 20,000,000 shares of Common Stock, $0.01 par value per share, of
which 5,834,140 shares will be issued and outstanding, and 5,000,000 shares of
Preferred Stock, $0.01 par value per share, none of which will be issued and
outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by the stockholders. There is no cumulative
voting with respect to the election of Directors, with the result that the
holders of a majority of the shares of Common Stock voting for the election of
Directors can elect all of the Directors then up for election. The holders of
Common Stock are entitled to receive dividends when, as, and if declared by the
Board of Directors out of funds legally available therefor. In the event of
liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining which are available
for distribution to them after payment of liabilities and after provision has
been made for each class of stock having preference over the Common Stock.
Holders of shares of Common Stock, as such, have no conversion, preemptive, or
other subscription rights, and there are no redemption provisions applicable to
the Common Stock. All of the outstanding shares of Common Stock are fully paid
and nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, without further approval or
action by the stockholders, to issue shares of Preferred Stock in one or more
series and to determine the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and number of shares
constituting any series of Preferred Stock or the designation of such series.
The rights of the holders of Common Stock will generally be subject to
the prior rights of the holders of any outstanding shares of Preferred Stock
with respect to dividends, liquidation preferences and other matters. Among
other things, the Preferred Stock could be issued by the Company to raise
capital or finance acquisitions. The Preferred Stock could have certain
anti-takeover effects under certain circumstances. The issuance of shares of
Preferred Stock could enable the Board of Directors to render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, or other business combination transaction directed at the Company
by, among other things, placing shares of Preferred Stock with investors who
might align themselves with the Board of Directors, issuing new shares to dilute
stock ownership of a person or entity seeking control of the Company, or
creating a class or series of Preferred Stock with class voting rights.
The Company has no current plans to issue any shares of its Preferred
Stock.
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<PAGE>
DELAWARE ANTI-TAKEOVER LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. Section 203 provides, with certain exceptions, that a
Delaware corporation may not engage in certain business combinations with a
person or affiliate or associate of such person who is an "interested
stockholder" for a period of three years from the date such person became an
interested stockholder unless: (i) the transaction resulting in the acquiring
person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (ii) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder (excluding shares owned by directors who are
also officers, and excluding certain employee stock option plans); and (iii) on
or after the date the person becomes an interested stockholder, the business
combination is approved by the corporation's board of directors and by the
holders of at least two-thirds of the corporation's outstanding voting stock at
an annual or special meeting, excluding shares owned by the interested
stockholder. Except as otherwise specified in Section 203, an "interested
stockholder" is defined as (a) any person that is the owner of 15% or more of
the outstanding voting stock of the corporation, (b) any person that is an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder, or (c) the
affiliates and associates of any such person. By restricting the ability of the
Company to engage in business combinations with an interested person, the
application of Section 203 to the Company may provide a barrier to hostile or
unwanted takeovers. Under Delaware law, the Company could have opted out of
Section 203 but elected to be subject to its provisions.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
Requirements for Advance Notification of Stockholder Nomination and
Proposals. The Company's By-Laws require 60 to 90 days' notice to the Company
with regard to stockholder proposals and the nomination, other than by or at the
direction of the Board of Directors or a committee thereof, of candidates for
election as directors. Such notice must provide specified information, including
information regarding the ownership of Common Stock by the person giving the
notice, information regarding the proposal or the nominees and information
regarding the interest of the proponent in the proposal or the nominations.
Special Meetings of Stockholders; Actions by Written Consent. The
Company's Certificate of Incorporation and By-Laws provide that special meetings
of stockholders of the Company may only be called by the Chairman of the Board,
the President, or a majority of the then authorized number of Directors. This
provision precludes stockholders from calling a special meeting and taking
actions opposed by the Board of Directors. The Certificate of Incorporation also
provides that stockholder action cannot be taken by written consent in lieu of a
meeting.
Limitation of Director Liability. The Company's Certificate of
Incorporation limits the liability of Directors to the Company and its
stockholders to the fullest extent permitted by Delaware law. Specifically,
under current Delaware law, a director will not be personally liable for
monetary damages for breach of the director's fiduciary duty as a director,
except liability (i) for a breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions by a director not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and
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<PAGE>
purchase or redemption of shares in violation of the Delaware General
Corporation Law), or (iv) for any transaction from which the director derived an
improper personal benefit. The inclusion of this provision in the Company's
Certificate of Incorporation may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter stockholders
or management from bringing a lawsuit against directors for breach of their duty
of care.
Supermajority Provisions. The Company's Certificate of Incorporation
provides that the vote of the Board of Directors or the affirmative vote of at
least two-thirds of the then outstanding shares of capital stock entitled to
vote generally in the election of Directors, voting as a single class, is
required to amend, repeal, or alter any of the Company's By-Laws or the
foregoing provisions contained in the Company's Certificate of Incorporation.
RIGHTS PLAN
Prior to the consummation of the Offering, there will be a dividend
distribution of one right (a "Right") for each outstanding share of Common Stock
of the Company to stockholders of record at the close of business on the date
that the Offering is completed (the "Record Date"). The Board of Directors will
further authorize the issuance of one right for each share of Common Stock that
shall become outstanding between the Record Date and the earlier of the Final
Expiration Date (as defined herein) and the date the Rights are redeemed. Except
as described below, each Right, when exercisable, entitles the registered holder
thereof to purchase from the Company one one-thousandth of a share of Special
Preferred Stock, par value $0.01 per share (the "Special Preferred Shares"), at
a price of $80.00 (the "Purchase Price"), subject to adjustment. Therefore, the
dividend will have no significant initial value and no significant impact on the
financial statements of the Company. The description and terms of the Rights are
set forth in the Rights Agreement (the "Rights Agreement") between the Company
and American Securities Transfer & Trust, Inc., as Rights Agent. A copy of a
form of the Rights Agreement has been filed with the Commission as an exhibit to
the registration statement of which this Prospectus is a part. This summary of
certain provisions of the Rights Agreement and the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
Initially, the Rights will be evidenced by Common Stock certificates
representing shares then outstanding, and no separate certificates evidencing
the Rights will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons, with certain limited exceptions (an "Acquiring Person"), has
acquired, or obtained the right to acquire, beneficial ownership of capital
stock of the Company representing 15% or more of the voting power of the Company
(the "Shares Acquisition Date") or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to the time that any
person becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of
capital stock of the Company representing 15% or more of the voting power of the
Company (such date being called the "Distribution Date"), the Rights will be
evidenced by the Common Stock certificates and not by separate certificates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with, and only with, the Common Stock. Until the
Distribution Date (or earlier redemption, expiration, or termination of the
Rights), the transfer of any Common Stock certificates will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right
38
<PAGE>
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, and will
expire upon the earliest of (i) the close of business on the tenth anniversary
of the date of the Rights Agreement (the "Final Expiration Date"), (ii) the
redemption of the Rights by the Company as described below, or (iii) the
exchange of all Rights for Special Preferred Shares as described below.
A person will not become an Acquiring Person under the Rights Agreement
if such person is the Company or an affiliate of the Company or obtained 15% or
more of the voting power of the Company through (i) an issuance of Common Stock
by the Company directly to such person (for example, in a private placement or
an acquisition by the Company in which Common Stock is used as consideration) or
(ii) a repurchase by the Company of Common Stock.
In the event that any person or group becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, shares of Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right.
In the event that, at any time following a Shares Acquisition Date, the
Company is acquired by the Acquiring Person in a merger or other business
combination transaction or 50% or more of the Company's assets or earning power
are sold to the Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company having a value equal to two times the exercise price of the
Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, the number of Special Preferred Shares,
shares of Common Stock or other securities or property issuable upon exercise of
the Rights and the number of Rights outstanding, are subject to adjustment from
time to time to prevent dilution, among other circumstances, in the event of a
stock dividend on, or a subdivision, split, reverse split, combination,
consolidation or reclassification of, the Special Preferred Shares or the Common
Stock.
With certain exceptions, no adjustment to the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% to
the Purchase Price. Upon the exercise of a Right, the Company will not be
required to issue fractional Special Preferred Shares or fractional shares of
Common Stock (other than fractions in multiples of one one-hundredth of a
Special Preferred Share) and, in lieu thereof, an adjustment in cash may be made
based on the market price of the Special Preferred Shares or Common Stock on the
last trading date prior to the date of exercise.
At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of capital stock of the Company
representing 50% or more of the voting power of the Company, the Board of
Directors may exchange the Rights (other than Rights owned by such
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<PAGE>
person or group, which will become void), in whole or in part, at an exchange
ratio of one share of Common Stock per Right (subject to adjustment).
At any time after the date of the Rights Agreement until the earlier of
the time that a person becomes an Acquiring Person or the Final Expiration Date,
the Board of Directors may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"), which may (at the option of
the Company) be paid in cash, shares of Common Stock, or other consideration
deemed appropriate by the Board of Directors. Upon the effectiveness of any
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
Upon consummation of the Offering, each outstanding share of Common
Stock will receive one Right.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired by the Acquiring Person. Under certain
circumstances the Rights beneficially owned by such a person or group may become
void. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors because, if the Rights would
become exercisable as a result of such merger or business combination, the Board
of Directors may, at its option, at any time prior to the time that any person
or entity becomes an Acquiring Person, redeem all (but not less than all) of the
then outstanding Rights at the Redemption Price.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American
Securities Transfer & Trust, Inc.
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<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering, there has been no public market for the Common
Stock. Sales of substantial amounts of shares of Common Stock in the public
market could adversely affect market prices of the shares and make it more
difficult for the Company to sell equity securities in the future at a time and
price that it deems appropriate.
The 2,000,000 shares sold in this Offering (2,300,000 shares if the
Underwriters' over-allotment option is exercised in full) will be freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended (the "Securities Act"), except for shares purchased by
"affiliates" of the Company, which will be subject to the resale limitations of
Rule 144 under the Securities Act. As defined in Rule 144, an affiliate of an
issuer is a person who, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with, such
issuer, and generally includes members of the Board of Directors and senior
management. The remaining 3,834,140 shares of Common Stock that will be
outstanding immediately following this Offering (the "Restricted Shares") were
shares issued in private transactions.
The Restricted Shares, together with 1,557,962 shares of Common Stock
that may be acquired upon exercise of presently outstanding options and
warrants, may not be sold except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration, such as the exemption provided by Rule 144. The Restricted Shares
held by current stockholders will become eligible for sale, subject to the
restrictions of Rule 144, commencing in 90 days following completion of the
Offering. In general, Rule 144 allows a stockholder (including persons who may
be deemed "affiliates" of the Company under Rule 144) who has beneficially owned
Restricted Shares for at least one year to sell a number of shares within any
three-month period that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (approximately 58,341 shares after giving
effect to this Offering); or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks immediately preceding such sale.
Sales under Rule 144 are also subject to certain requirements as to the manner
and notice of sale and the availability of public information concerning the
Company. A stockholder who is not an "affiliate" of the Company at any time
during the 90 days immediately preceding a sale, and who has beneficially owned
his or her shares for at least two years as computed under Rule 144, is entitled
to sell such shares under Rule 144 without regard to the volume and manner of
sale limitations described above.
The Company and its Directors, officers and certain stockholders have
agreed not to offer, sell or otherwise dispose of any of their Restricted Shares
for a period of 180 days after the date of this Prospectus without prior written
consent of Hanifen, Imhoff Inc. See "Underwriting."
Certain holders have "piggyback" registration rights with respect to
4,197,251 shares of Common Stock held by them or issuable to them, which rights
allow them to require the Company, subject to certain conditions, to include
their shares in certain future registration statements filed by the Company. In
addition, the Company intends to file a registration statement covering 500,000
shares of Common Stock reserved for issuance under the Company's stock option
plans.
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<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement, dated as of the date of this Prospectus, each of the underwriters of
this offering (the "Underwriters") for whom Hanifen, Imhoff Inc. ("Hanifen") is
acting as representative (the "Representative"), have severally agreed to
purchase the aggregate number of shares of Common Stock set forth opposite their
respective names below:
NUMBER
UNDERWRITERS OF SHARES
Hanifen, Imhoff Inc..................................................
Total...........................................................
The Underwriting Agreement provides that the obligations of the
Underwriters to purchase shares of Common Stock are subject to the approval of
certain legal matters by counsel and to certain conditions and that if any
shares of Common Stock are purchased by the Underwriters pursuant to the
Underwriting Agreement all shares of Common Stock agreed to be purchased by the
Underwriters must so be purchased.
The Company has been advised that the Underwriters propose to offer
shares of Common Stock offered hereby to the public initially at the public
offering price set forth on the cover page of this Prospectus and to certain
selected dealers (who may include the Underwriters) at such public offering
price less a concession not to exceed $ per share. The Underwriters or such
selected dealers may reallow a concession to certain other dealers not to exceed
$ per share. The Representative has advised the Company that they do not
expect the Underwriters to make sales to accounts over which any Underwriters
exercise discretionary authority.
The Company and the Selling Stockholder have granted to the
Underwriters an option to purchase up to an additional 300,000 shares of Common
Stock at the initial public offering price, less the same underwriting discount
as set forth on the cover of this Prospectus, solely to cover over-allotments.
The option may be exercised at any time up to 30 days after the date of this
Prospectus. To the extent the Underwriters exercise such option, each such
Underwriter will be committed, subject to certain conditions to purchase a
number of option shares proportionate to such Underwriters initial commitment.
The Representative will receive stock purchase warrants to purchase an
aggregate of 166,667 shares of Common Stock (191,667 shares if the underwriters
exercise their options), with an exercise price equal to 120% of the public
offering price set forth on the cover page of this Prospectus. The
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<PAGE>
warrants issued to the Representative may be exercised only during the period
beginning one year from the date of this Prospectus and continuing for two years
thereafter.
The Company, its directors and executive officers and certain security
holders of the Company have agreed that they will not offer to sell, sell or
otherwise dispose of any shares of Common Stock not sold in this offering for a
period of 180 days from the date of this Prospectus without the prior written
consent of Hanifen, on behalf of the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make in respect of such
liabilities. The Company has agreed to pay up to $75,000 to Hanifen for
expenses, $50,000 of which has already been paid.
Of the shares of Common Stock offered hereby, up to 200,000 have been
reserved (the "Reserved Shares") for sale to stockholders, directors, officers
and employees of the Company. The Reserved Shares will be sold at a price per
share equal to the public offering price.
Prior to this offering, there has been no public market for the
Company's Common Stock. The initial public offering price for the Common Stock
was determined by negotiations among the Company and the Representative. The
factors considered by the Representative in determining the initial public
offering price include the history of and prospects for the industry in which
the Company competes, the ability of the Company's management, the proprietary
interests of the Company in its products, the past and present operations of the
Company, the historical results of the Company, the prospects for future
earnings of the Company, the general condition of the securities market at the
time of the offering and the market prices of similar securities of comparable
companies in recent periods. There can be no assurance, however, that the price
at which the Common Stock will sell in the public market after this offering
will not be lower than the price at which the Common Stock is sold by the
Underwriters.
In order to facilitate the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot in connection with
the Offering, creating a short position in the Common Stock for their own
account. In addition, to cover over-allotments or to stabilize the price of the
Common Stock, the Underwriters may bid for, and purchase, shares of Common Stock
in the open market. Finally, the underwriting syndicate may reclaim selling
concessions allowed to an underwriter or a dealer for distributing the Common
Stock in the Offering, if the syndicate purchases previously distributed Common
Stock in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize the market
price of the Common Stock above independent market levels. The Underwriters are
not required to engage in these activities, and may end any of these activities
at any time.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Dyer Ellis
& Joseph PC, Washington, D.C. Certain legal matters will be passed upon for the
Underwriters by Gibson, Dunn & Crutcher LLP, Denver, Colorado.
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EXPERTS
The financial statements and schedule of the Company as of December 31,
1996, included in this Prospectus and elsewhere in the Registration Statement
have been audited by Grant Thornton LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports. The
financial statements and schedule of the Company as of December 31, 1994 and
1995 included in this Prospectus have been audited by Amper, Politziner &
Mattia, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
ADDITIONAL INFORMATION
A Registration Statement on Form S-1 including amendments thereto
relating to the Common Stock offered hereby has been filed by the Company with
the Securities and Exchange Commission, Washington, D.C. This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, exhibits, and
schedules. A copy of the Registration Statement may be inspected without charge
at the Securities and Exchange Commission's principal office located at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, the New York Regional
Office located at 7 World Trade Center, Suite 1300, New York, New York 10048,
and the Chicago Regional Office located at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661-2511 and copies of all or any part
thereof may be obtained from the Public Reference Section of the Securities and
Exchange Commission upon the payment of certain fees prescribed by the
Securities and Exchange Commission. The Registration Statement may also be
obtained from the Web site that the Commission maintains at http:\\www.sec.gov.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements certified by an independent public
accounting firm and quarterly reports for each of the first three quarters of
each fiscal year containing unaudited financial information.
44
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
Report of independent certified public
accountants - Grant Thornton LLP................................... F-2
Report of independent certified public
accountants - Amper, Politziner & Mattia........................... F-3
Balance Sheets as of December 31, 1995
and 1996 and March 31, 1997........................................ F-4
Statements of Operations for the
years ended December 31, 1994,
1995, and 1996 and the three months
ended March 31, 1996 and 1997....................................... F-5
Statement of Stockholders' Equity
(Deficiency) for the years ended December 31,
1994, 1995, and 1996 and the three months ended
March 31, 1997...................................................... F-6
Statements of Cash Flows for the years
ended December 31, 1994,
1995, and 1996 and the three months
ended March 31, 1996 and 1997....................................... F-7
Notes to Financial Statements............................................ F-8
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
SECURACOM, INCORPORATED
We have audited the accompanying balance sheet of Securacom,
Incorporated as of December 31, 1996, and the related statements of operations,
stockholders' equity (deficiency), and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Securacom,
Incorporated as of December 31, 1996, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
We have also audited Schedule II of Securacom, Incorporated for the
year ended December 31, 1996. In our opinion, this schedule presents fairly, in
all material respects, the information required to be set forth therein.
GRANT THORNTON LLP
Parsippany, New Jersey
March 12, 1997
F-2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
SECURACOM, INCORPORATED
We have audited the accompanying balance sheet of Securacom, Incorporated at
December 31, 1995, and the related statements of operations, stockholders'
equity and cash flows for each of the two years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
accounting estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Securacom, Incorporated at
December 31, 1995 and the results of its operations and its cash flows for each
of the two years then ended in conformity with generally accepted accounting
principles.
We have also audited Schedule II of Securacom, Incorporated for the years ended
December 31, 1995 and 1994. In our opinion, this schedule presents fairly, in
all material respects, the information required to be set forth therein.
AMPER, POLITZINER & MATTIA
June 3, 1996
Edison, New Jersey
F-3
<PAGE>
SECURACOM, INCORPORATED
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
ASSETS 1995 1996 1997
----------- -------------- -------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................ $ 555,345 $ 609,342 $ 130,741
Accounts receivable, net of allowance for doubtful
accounts of $120,000 in 1995 and $42,000 in 1996
and 1997................................................ 1,155,173 1,777,456 2,310,856
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. 780,391 1,148,560 1,925,667
Prepaid expenses and other............................... 100,006 120,937 111,443
------------ ----------- -----------
Total current assets.................................. 2,590,915 3,656,295 4,478,707
Plant and equipment, net.................................... 261,139 714,989 684,300
Investment in SSIH, Ltd..................................... 700,000
Other assets................................................ 193,888 195,803 253,754
------------ ----------- -----------
$ 3,045,942 $ 4,567,087 $ 6,116,761
============ =========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY)
Current liabilities:
Notes payable-stockholder............................... $ 200,000 $ -- $ --
Current maturities of capital lease obligations......... 6,290 21,454 21,454
Accounts payable........................................ 817,980 2,739,271 2,922,400
Billings in excess of costs and estimated earnings on
uncompleted contracts................................. 442,059 103,184 503,913
Accrued expenses and other.............................. 428,507 641,506 696,030
------------ ----------- -----------
Total current liabilities............................. 1,894,836 3,505,415 4,143,797
Long-term liabilities:
Notes payable........................................... 597,000 2,541,000 3,189,500
Capital lease obligations, less current maturities...... -- 116,399 111,048
Stockholders' equity (deficiency):
Common stock, $0.01 par value per share; authorized;
10,000,000 shares; issued and outstanding, 3,953,683
shares in 1995 and 4,434,140 shares in 1996 and
1997................................................ 39,536 44,341 44,341
Additional paid-in capital.............................. 10,224,002 10,582,197 10,644,197
Accumulated deficit..................................... (9,709,432) (12,222,265) (12,016,122)
------------ ----------- -----------
554,106 (1,595,727) (1,327,584)
------------ ----------- -----------
$ 3,045,942 $ 4,567,087 $ 6,116,761
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
SECURACOM, INCORPORATED
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------ -----------------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Earned revenues............................... $ 2,395,254 $ 3,176,523 $ 5,824,448 $ 656,022 $ 3,297,899
Cost of earned revenues....................... 1,586,315 2,179,964 4,416,386 253,885 2,326,223
------------- ------------- ------------- ------------ -----------
Gross profit............................... 808,939 996,559 1,408,062 402,137 971,676
Selling, general and administrative expenses.. 2,670,092 2,870,570 3,700,698 739,907 645,656
------------- ------------- ------------- ------------ -----------
Operating income (loss)....................... (1,861,153) (1,874,011) (2,292,636) (337,770) 326,020
Interest and financing fees................... (34,181) (101,707) (241,716) (21,851) (127,276)
Interest and other income..................... 7,617 208,026 21,519 2,998 7,399
------------- ------------- ------------- ------------ -----------
Net income (loss).......................... $ (1,887,717) $ (1,767,692) $ (2,512,833) $ (356,623) $ 206,143
============= ============= ============= ============ ===========
Net income (loss) per share................... $ (0.52) $ (0.43) $ (0.56) $ (0.08) $ 0.04
============= ============= ============= ============ ===========
Weighted average shares outstanding........... 3,649,000 4,064,000 4,523,000 4,223,000 5,105,000
============= ============= ============= ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
SECURACOM, INCORPORATED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
TOTAL
ADDITIONAL STOCKHOLDERS'
COMMON STOCK PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIENCY)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1994.................. 3,226,889 $ 32,269 $ 6,724,201 $ (6,054,023) $ 702,447
Net loss.................................... (1,887,717) (1,887,717)
Proceeds from issuance of common stock...... 316,000 3,160 1,576,780 1,579,940
Common stock issuance costs................. (78,997) (78,997)
------------ ------------ ------------- --------------- --------------
Balance at December 31, 1994................ 3,542,889 35,429 8,221,984 (7,941,740) 315,673
Net loss.................................... (1,767,692) (1,767,692)
Proceeds from issuance of common stock...... 410,794 4,107 2,075,818 2,079,925
Common stock issuance costs................. (76,800) (76,800)
Issuance of warrants........................ 3,000 3,000
------------ ------------ ------------- --------------- --------------
Balance at December 31, 1995................ 3,953,683 39,536 10,224,002 (9,709,432) 554,106
Net loss.................................... (2,512,833) (2,512,833)
Exercise of warrants........................ 480,457 4,805 247,195 252,000
Issuance of warrants........................ 111,000 111,000
------------ ------------ ------------- --------------- --------------
Balance at December 31, 1996................ 4,434,140 44,341 10,582,197 (12,222,265) (1,595,727)
Net income (unaudited)...................... 206,143 206,143
Issuance of warrants (unaudited)............ 62,000 62,000
------------ ------------ ------------- --------------- --------------
Balance at March 31, 1997 (unaudited)....... 4,434,140 $ 44,341 $ 10,644,197 $ (12,016,122) $ (1,327,584)
============ ============ ============= =============== ==============
</TABLE>
This accompanying notes are an integral part of this statement.
F-6
<PAGE>
SECURACOM, INCORPORATED
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------- -------------------------
1994 1995 1996 1996 1997
-------------- --------------- -------------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ (1,887,717) $ (1,767,692) $ (2,512,833) $ (356,623) $ 206,143
------------- --------------- ------------- ----------- -----------
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization............. 47,503 62,457 91,859 15,031 30,689
Noncash compensation...................... 27,500 28,000
Amortization of debt discount............. 5,000 1,000 10,500
Changes in operating assets and liabilities:
Accounts receivable....................... 183,225 (767,135) (622,283) 264,378 (533,400)
Costs and estimated earnings in excess of
billings on uncompleted contracts....... (700,481) 177,124 (368,169) 120,275 (777,107)
Prepaid expenses and other................ 209,311 (30,043) (20,931) 23,669 9,494
Other assets.............................. 13,361 (146,978) (1,915) 1,220 (57,951)
Accounts payable.......................... 153,897 115,265 1,921,291 (263,114) 183,129
Billings in excess of costs and estimated
earnings on uncompleted contracts....... 192,213 249,846 (338,875) (3) 400,729
Accrued expenses and other................ (119,646) 145,620 212,999 (179,194) 54,524
------------- --------------- ------------- ----------- -----------
Total adjustments......................... (20,617) (166,344) 906,976 (16,738) (679,393)
------------- --------------- ------------- ----------- -----------
Net cash used in operating activities..... (1,908,334) (1,934,036) (1,605,857) (373,361) (473,250)
------------- --------------- ------------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in SSIH, Ltd....................... (700,000)
Acquisition of plant and equipment............ (63,661) (17,868) (396,460) (6,161) --
------------- --------------- ------------- ----------- -----------
Net cash used by investing activities......... (63,661) (17,868) (396,460) (6,161) (700,000)
------------- --------------- ------------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable................... 515,000 800,000 2,050,000 700,000
Principal payments on notes payable -
stockholder................................. (200,000) (125,000)
Principal payments of capital lease
obligations................................. (15,235) (19,068) (17,686) (7,390) (5,351)
Proceeds from issuance of common stock and
exercise of warrants........................ 1,579,940 1,537,425 224,000 196,000
Common stock issuance costs................... (78,997) (76,800)
------------- ---------------
Net cash provided by financing activities..... 2,000,708 2,241,557 2,056,314 63,610 694,649
------------- --------------- ------------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 28,713 289,653 53,997 (315,912) (478,601)
Cash and cash equivalents at beginning of period.. 236,979 265,692 555,345 555,345 609,342
------------- --------------- ------------- ----------- -----------
Cash and cash equivalents at end of period........ $ 265,692 $ 555,345 $ 609,342 $ 239,433 $ 130,741
============= =============== ============= =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period
Interest and financing fees............... $ 23,000 $ 97,000 $ 165,000 $ 22,000 $ 140,000
Income taxes.............................. 2,000 2,000 7,000 5,000 5,000
</TABLE>
During 1996, the Company acquired equipment totaling approximately $149,000
through capital lease transactions.
During 1995, the Company issued 103,000 shares of common stock in payment of
notes payable totaling $515,000.
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1996
NOTE A - BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Securacom, Incorporated (the "Company") is a single-source provider of
comprehensive technology-based security solutions primarily for medium and large
commercial and government facilities in the United States and abroad. At
December 31, 1996, the Company was approximately 90% owned by KuwAm Corporation,
two private investment partnerships of which KuwAm serves as general partner,
Special Situations Investment Holdings, Ltd. and Special Situations Investment
Holdings L.P. II, and certain individual limited partners of the investment
partnerships (the "KuwAm Group").
A summary of the significant accounting policies applied in the
preparation of the accompanying financial statements follows:
1. REVENUE RECOGNITION
The Company derives its revenues principally from long-term contracts
which are generally on a fixed price basis. Earnings are recognized on the basis
of the Company's estimates of the percentage of completion of individual
contracts, whereby total estimated income is earned based upon the proportion
that costs incurred bear to the Company's estimate of total contract costs.
The percentage of completion of individual contracts includes
management's best estimates of the amounts expected to be realized on these
contracts. It is at least reasonably possible that the amounts the Company will
ultimately realize could differ materially in the near term from the amounts
estimated in arriving at the earned revenue and costs and earnings in excess of
billings on uncompleted contracts.
Contract costs include all direct material, direct labor and
subcontract costs. Provisions for estimated losses on uncompleted contracts are
made in the period in which such losses are determined. Changes in job
performance, job conditions and estimated profitability, including those arising
from contract revisions and final contract settlements may result in revisions
to costs and income and are recognized in the period in which the revisions are
determined.
The asset "Costs and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized in excess of amounts
billed to clients. The liability "Billings in excess of costs and estimated
earnings on uncompleted contracts" represents billings in excess of revenues
recognized.
F-8
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
2. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
3. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income
Taxes." SFAS No. 109 requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the temporary differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
4. PLANT AND EQUIPMENT
Plant and equipment are stated at cost. Depreciation is provided using
the straight-line method based on the estimated useful lives of the related
assets. Leasehold improvements are amortized over the shorter of the economic
life of the improvements or the lease term.
5. USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. In addition to the
estimates of revenues earned on contracts as described in Note A-1, the Company
estimates an allowance for doubtful accounts based on the creditworthiness of
its clients, as well as general economic conditions. Consequently, an adverse
change in those factors could affect the Company's estimate.
6. CONCENTRATIONS OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments that are exposed to concentrations
of credit risk consist primarily of cash, money market funds and trade accounts
receivable. The Company places its cash and money market funds with high credit
quality institutions. In general, such investments exceed the FDIC insurance
limit.
F-9
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
The Company provides credit to its clients in the normal course of
business. The Company routinely assesses the financial strength of its clients
and, as a consequence, believes that its trade accounts receivable exposure is
limited.
The carrying value of financial instruments potentially subject to
valuation risk (principally consisting of cash, accounts receivable, long-term
debt and accounts payable) approximates fair market value due to their
short-term nature or market interest rates.
7. INCOME (LOSS) PER SHARE
Net income (loss) per common share is calculated by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding. Except as noted in the following paragraph, stock warrants have not
been included in the calculation as their inclusion would be antidilutive.
Warrants issued for the purchase of shares of Common Stock at an
exercise price below the estimated initial public offering price of $10.00 per
share during the 12 months preceding the date of the Company's initial filing of
a registration statement with the Securities and Exchange Commission have been
included in the number of weighted average shares outstanding for all periods
presented calculated based on the treasury stock method.
The Company believes that the implementation of Statement of Financial
Accounting Standards 128, Earnings Per Share, will not have a material impact on
the calculation of earnings per share.
8. INTERIM FINANCIAL STATEMENTS (UNAUDITED)
The unaudited balance sheet as of March 31, 1997 and the unaudited
statements of operations, stockholders' equity and statements of cash flows for
the three months ended March 31, 1996 and 1997 are condensed financial
statements in accordance with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they omit certain information included in
complete financial statements and should be read in connection with the
information for the years ended December 31, 1994, 1995 and 1996.
In the opinion of the Company, the unaudited financial statements at
March 31, 1997 and for the three months ended March 31, 1996 and 1997, include
all adjustments, consisting only of normal recurring adjustments necessary for a
fair presentation of the financial position and results of operations for such
periods. Results of operations for the three months ended March 31, 1997 are not
necessarily indicative of results to be expected for the full year.
F-10
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
Per share data for the three months ended March 31, 1997 is based on
the weighted average number of common shares and common share equivalents
(warrants) outstanding during the period using the modified treasury stock
method.
In April 1997, the Board of Directors approved an increase in the
number of shares of Common Stock authorized to 20,000,000 shares.
NOTE B - LIQUIDITY
As shown in the accompanying financial statements, Securacom,
Incorporated has incurred recurring operating losses and has an accumulated
deficit of $12,222,265 at December 31, 1996. In addition, the Company has been
dependent on its principal stockholders for the financing of ongoing operations.
In these circumstances, the Company's continued existence is dependent upon its
ability to generate profitable operations and secure financing to fund future
operations. Management is addressing these matters by implementing a
comprehensive business strategy. The Company anticipates that it will generate
sufficient cash flow from 1997 operations to meet its working capital needs. The
Company has, in the past, been able to secure additional financing to meet its
operating requirements, although there can be no assurance that it will be able
to continue to do so.
NOTE C - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings on uncompleted contracts at December 31,
1995 and 1996 are as follows:
1995 1996
--------------- ---------------
Costs incurred on contracts....... $ 28,205,341 $ 32,222,489
Estimated earnings................ 2,701,352 3,889,963
--------------- ---------------
30,906,693 36,112,452
Less billings to date............. 30,568,361 35,067,076
--------------- ---------------
$ 338,332 $ 1,045,376
=============== ===============
In addition, included in accounts receivable and accounts payable at
December 31, 1996 were retainages of $76,983 and $111,278, respectively. There
were no such amounts at December 31, 1995.
F-11
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
In February 1996, the Company negotiated a final settlement on a major
contract with the Tennessee Valley Authority. As a result, the Company wrote off
approximately $238,000 of amounts owed to a subcontractor and reduced cost of
earned revenues.
NOTE D - PLANT AND EQUIPMENT
Plant and equipment are summarized as follows:
<TABLE>
<CAPTION>
USEFUL
1995 1996 LIFE
<S> <C> <C> <C>
Computer equipment....................................... $ 232,599 $ 275,110 5 years
Equipment and fixtures................................... 214,158 328,885 10 years
Aircraft (a)............................................. 335,000 10 years
Leasehold improvements................................... 53,471 5 years
---------- -----------
446,757 992,466
Accumulated depreciation and
amortization............................................ 185,618 277,477
---------- -----------
$ 261,139 $ 714,989
========== ===========
</TABLE>
(a) The aircraft was purchased from a firm whose principal
stockholders are the same as those of the Company.
F-12
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
NOTE E - NOTES PAYABLE
During the years ended December 31, 1995 and 1996, the Company issued
subordinated debentures to the KuwAm Group totaling $600,000 and $2,050,000,
respectively, and 85,716 and 292,862, respectively, of warrants to purchase
common stock of the Company at $7.00 per share. The debentures bear interest at
10% and the principal is payable as follows: $663,000 on December 31, 1998,
$663,000 on December 31, 1999 and the balance on December 31, 2000. The value of
the warrants, $3,000 and $111,000 at December 31, 1995 and 1996, respectively,
was determined based upon an appraisal of the securities by an independent firm
and was recorded as additional paid-in capital and reduction of notes payable.
All 378,578 warrants are outstanding at December 31, 1996.
Interest expense on these notes amounted to approximately $37,000 and
$125,000 (including $5,000 of amortization of debt discount) for the years ended
December 31, 1995 and 1996, respectively.
At December 31, 1995, the Company had $200,000 of notes payable to
stockholders which were repaid in 1996.
NOTE F - ACCRUED EXPENSES
Accrued expenses and other are summarized as follows:
DECEMBER 31,
1995 1996
Payroll.................................... $ 225,979 $ 237,515
Employee expense reimbursements............ 16,735 107,236
Professional fees.......................... 73,656 87,875
Deferred rent obligation................... 81,915 74,295
Other...................................... 30,222 134,585
----------- -----------
$ 428,507 $ 641,506
=========== ===========
F-13
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
NOTE G - OBLIGATIONS UNDER CAPITAL LEASE AGREEMENTS
The Company has entered into various capital lease agreements for
equipment with a cost of $48,646 and $197,895 at December 31, 1995 and 1996,
respectively. The leases expire at various times through 2001. Accumulated
amortization amounted to $10,372 and $29,447 at December 31, 1995 and 1996,
respectively. The related future minimum lease payments, as of December 31,
1996, are as follows:
FISCAL CAPITAL
YEAR LEASES
------ ---------
1997.......................................................$ 48,713
1998....................................................... 48,713
1999....................................................... 45,144
2000....................................................... 46,544
2001....................................................... 28,531
-----------
Net minimum lease payments................................. 217,645
Amount representing interest............................... (79,792)
-----------
$ 137,853
NOTE H - RELATED PARTY TRANSACTIONS
The Company had agreements (the "Agreements") with KuwAm Corporation
whereby the Company paid a fee of five percent of the capital raised from the
private sale of common stock and subordinated debentures under the Agreements.
The Company incurred approximately $79,000, $77,000 and $103,000, of investment
banking fees under the Agreements during 1994, 1995 and 1996, respectively,
which have been recorded as a reduction of proceeds from sales of equity
securities and interest and financing fees for sales of subordinated debentures.
NOTE I - EMPLOYEE STOCK WARRANTS
From time to time the Company has granted warrants for the purchase of
its common stock to employees and directors. The Company has elected to follow
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations in measuring compensation expense for
its stock warrants. Under APB No. 25, because the exercise price of the
Company's employee stock warrants is not less than the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
However, SFAS No. 123, "Accounting for Stock-Based Compensation," requires
presentation of pro forma net income and earnings per share as if the Company
had accounted for its employee stock warrants granted subsequent to December 31,
1994, under the fair value method of that statement. For purposes of pro forma
disclosure, the estimated fair value of the warrants is amortized to expense
over the vesting period. Under the fair value method, the Company's net loss and
loss per share would not have had a material change.
F-14
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
Because SFAS No. 123 is applicable only to options and warrants granted
subsequent to December 31, 1994, and the warrants have a three-year vesting
period, its pro forma effect will not be fully reflected until 1998.
The weighted average fair value of the individual warrants granted
during both 1995 and 1996 is estimated as $0.04 on the date of grant. The fair
values were determined using a Black-Scholes option-pricing model with the
following assumptions:
1995 1996
Dividend yield............................ -- --
Volatility................................ 50% 50%
Risk-free interest rate................... 6.70 6.06
Forfeiture rate........................... -- --
Expected life............................. 3 years 3 years
Stock warrant activity during 1994-1996 is summarized below:
SHARES OF WEIGHTED
COMMON STOCK AVERAGE
ATTRIBUTABLE EXERCISE PRICE
TO WARRANTS OF WARRANTS
Unexercised at December 31, 1993..... 785,634 $ 1.91
Granted.............................. 33,260 0.53
Expired.............................. 16,667 5.00
--------------
Unexercised at December 31, 1994..... 802,227 1.78
Granted.............................. 245,148 4.63
Exercised............................ -- --
Expired.............................. 35,000 5.00
--------------
Unexercised at December 31, 1995..... 1,012,375 2.36
Granted.............................. 400,797 6.58
Exercised............................ 480,457 0.53
Expired.............................. 48,333 5.41
--------------
Unexercised at December 31, 1996..... 884,382 5.10
==============
F-15
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
The following table summarizes information concerning outstanding and
exercisable warrants at December 31, 1996:
WARRANTS OUTSTANDING
WEIGHTED-AVERAGE
EXERCISE NUMBER REMAINING WARRANTS
PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISABLE
$1 159,382 0.7 159,382
5 360,000 1.1 209,998
7 365,000 2.2 --
Warrants exercisable at December 31, 1994, 1995 and 1996, were 562,639,
689,248 and 369,382, respectively. Reference is made to Note E relating to
outstanding warrants issued relating to notes payable.
During the year ended December 31, 1996, the President of the Company
exercised warrants for the purchase of 53,320 shares of common stock at an
exercise price of $0.53 per share. Since no amount was paid upon exercise of the
warrants, the Company recorded compensation expense of $28,000.
NOTE J - INCOME TAXES
Deferred tax attributes resulting from differences between financial
accounting amounts and tax bases of assets and liabilities at December 31, 1995
and 1996 follow:
1995 1996
------------ -----------
Current assets and liabilities
Allowance for doubtful accounts............... $ 29,000 $ 17,000
Accrued vacation pay.......................... 15,000 38,000
Deferred rent obligation...................... 19,000 --
------------- -------------
63,000 55,000
Valuation allowance............................. (63,000) (55,000)
------------- -------------
Net current deferred tax asset (liability)..... $ -- $ --
============= =============
Noncurrent assets and liabilities:
Depreciation................................. $ (26,000) $ (58,000)
Net operating loss carryforward.............. 2,250,000 4,744,000
------------- -------------
2,224,000 4,686,000
Valuation allowance............................ (2,224,000) (4,686,000)
------------- -------------
Noncurrent deferred tax asset (liability)...... $ -- $ --
============= =============
F-16
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
The valuation allowance has been established for those loss
carryforwards and deductible temporary differences which are not presently
considered more likely than not to be realized.
The provision for income taxes differs from the effective tax rate used
in the financial statements as a result of current year net operating losses,
the benefit of which has not been recognized in the current year.
As of December 31, 1996, the Company had net operating loss
carryforwards of approximately $12,200,000, which expire in 2002 through 2011.
In 1992, a major stockholder of the Company significantly increased its
ownership of the Company. As a result of a complex set of rules limiting the
utilization of net operating loss carryforwards in tax years following a
corporate ownership change (enacted in the Tax Reform Act of 1986), the ability
of the Company to utilize net operating losses of approximately $3.5 million may
be limited.
Also, the shares issued in connection with the Offering are expected to
create an ownership change. However, based on the expected value of the Company
immediately before such ownership change and the resulting limitation as
defined, the Company expects to be able to utilize its net operating losses of
approximately $8.7 million incurred after August 1992.
NOTE K - EMPLOYEE BENEFIT ARRANGEMENTS
The Company established a contributory employee savings plan under
Section 401(k) of the Internal Revenue Code. The Company contributes amounts to
individual participant accounts based on specific provisions of the plan. The
cost to the Company for the employer match under the plan was $8,111, $8,238 and
$12,728, for the years ended December 31, 1994, 1995 and 1996, respectively.
The Company had an employee profit-sharing plan providing for the
provision of an amount equal to 10% of the Company's income before income taxes.
The Company did not make a contribution to the plan for the years ended December
31, 1994, 1995 or 1996.
NOTE L - COMMITMENTS AND CONTINGENCIES
Leases
The Company conducts all of its operations from leased facilities
consisting of its corporate headquarters and branch office locations. All
facility leases are classified as operating leases with terms ranging from one
to five years.
F-17
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
The following is a schedule by years of approximate future minimum
rental payments required under operating leases that have initial or remaining
noncancelable lease terms in excess of one year as of December 31, 1996:
YEAR ENDING DECEMBER 31, AMOUNT
----------------------- ---------
1997..................................................... $ 269,000
1998..................................................... 260,000
1999..................................................... 253,000
2000..................................................... 152,000
2001..................................................... 32,000
-----------
$ 966,000
Rent expense for the years ended December 31, 1994, 1995 and 1996 was
$279,000, $236,000 and $286,000, respectively.
Contingencies
The Company is a party in certain legal actions arising from the normal
conduct of its business. While the outcome of such actions is not presently
determinable, in the opinion of management, based on discussions with legal
counsel, the resolution of these actions will not have a material adverse effect
on the Company's financial position, results of operations, or cash flows.
NOTE M - INTEREST AND OTHER INCOME
Included in interest and other income for the year ended December 31,
1995 is a gain on settlement of litigation, net of expenses and fees of
$205,179.
NOTE N - ACQUISITION
Effective August 1, 1995, Securacom, Incorporated acquired the assets
and certain liabilities of Franklin M. Sterling & Associates, Inc. in exchange
for issuing 25,000 shares of common stock to, and employment of, Franklin M.
Sterling, P.E. as Senior Vice President in charge of Securacom's West Coast
offices. The Company recorded compensation expense of $27,500 in 1995 relating
to the issuance of these shares of common stock.
NOTE O - SIGNIFICANT CLIENTS
During the year ended December 31, 1994, one client accounted for
approximately 67% of earned revenue.
F-18
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
During the year ended December 31, 1995 contracts with three clients
accounted for approximately 41%, 18% and 13% of earned revenue.
During the year ended December 31, 1996, contracts with four clients
accounted for approximately 28%, 22%, 14% and 11% of earned revenue.
NOTE P - SUBSEQUENT EVENTS
Proposed Initial Public Offering
The Company entered into an agreement with an underwriter pursuant to
which the Company intends to prepare and file with the Securities and Exchange
Commission a registration statement for the initial public offering of 1,400,000
shares to be issued by the Company and 600,000 shares by existing stockholders.
Issuance of Notes Payable
Through March 10, 1997, the Company issued $700,000 of subordinated
debentures with warrants to purchase 100,002 shares of the Company's common
stock at an exercise price of $7.00 per share.
Investment
Of the total $3,350,000 proceeds received from the issuance of notes
payable, the Company invested $700,000 in Special Situations Investment
Holdings, Ltd. (reference is made to Note A).
Common Stock and Warrants
In January and February 1997, the Company issued to employees and
directors 195,000 warrants to purchase shares of the Company's common stock at
$7.00 per share.
Employment and Consulting Agreements
In 1997, the Company entered into employment agreements with its
President and Chief Financial Officer that provide for annual base salaries of
$165,000 and $125,000, respectively, through March 31, 2002 and 2000,
respectively. The agreements provide for an additional payment equal to three
times the annual base salary if the executive is terminated without cause
following a change in control as defined in the agreement. The Company also
entered into a consulting agreement with the Chairman of the Company (and
managing partner of KuwAm Corporation) that provides for an annual consulting
fee of $140,000 through March 31, 2002.
F-19
<PAGE>
SECURACOM, INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1996
Stock Option Plan
In 1997, the Board of Directors approved the adoption of the 1997 Stock
Option Plan. The 1997 Stock Option Plan provides for the grant of options to
purchase up to 500,000 shares of the Company's Common Stock. Options may be
granted to employees, officers, directors, and consultants of the Company for
the purchase of Common Stock of the Company at a price not less than the fair
market value of the Common Stock on the date of the grant.
F-20
<PAGE>
SECURACOM, INCORPORATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
------------- -------------- ------------- -------------- ----------
Additions
(1) (2)
Charged to
Balance at Charged to other Balance at
beginning costs and accounts - Deductions - end of
Description of period expenses describe describe period
<S> <C> <C> <C> <C>
Year ended December 31, 1994
Allowance for doubtful accounts $ 97,000 $ 97,000
============ =============
Year ended December 31, 1995
Allowance for doubtful accounts $ 97,000 $ 23,000 $ 120,000
============ ============ =============
Year ended December 31, 1996
Allowance for doubtful accounts $ 120,000 $ 78,000 (a) $ 42,000
============ ============ =============
</TABLE>
(a) Uncollectible accounts written off
S-1
<PAGE>
NO DEALER, SALESPERSON, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
Page
Prospectus Summary...............................
Risk Factors.....................................
Use of Proceeds..................................
Dividend Policy..................................
Dilution.........................................
Capitalization...................................
Pro Forma Consolidated Financial Information.....
Selected Financial Data..........................
Management's Discussion and Analysis
of Financial Condition and Results of
Operations....................................
Business.........................................
Management.......................................
Certain Transactions.............................
Principal and Selling Stockholders...............
Description of Capital Stock.....................
Shares Eligible for Future Sale..................
Underwriting.....................................
Legal Matters....................................
Experts..........................................
Additional Information...........................
Index to Financial
Statements....................................
UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
2,000,000 Shares
[SECURACOM LOGO]
SECURACOM, INCORPORATED
COMMON STOCK
PROSPECTUS
, 1997
HANIFEN, IMHOFF INC.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable in connection with
the registration of the Common Stock that is the subject of this Registration
Statement, all of which shall be borne by the Company. All the amounts shown are
estimates except for the registration fee, the New York Stock Exchange listing
fee, and the NASD filing fee.
To Be Paid By
Registrant
Securities and Exchange Commission registration fee.............$ 6,970.00
Nasdaq listing fee.............................................. *
National Association of Securities Dealers filing fee...........
Printing and engraving expenses................................. *
Legal fees and expenses......................................... *
Accounting fees and expenses.................................... *
Blue sky filing fees............................................ *
Miscellaneous................................................... *
-----------
Total.......................................................$ *
* To be supplied by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and By-Laws provide for
indemnification of directors, officers, agents, and employees of the Company to
the fullest extent permitted by law. Under Delaware law, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to an action (other than an action by or in the right of the corporation) by
reason of his service as a director or officer of the corporation, or his
service, at the corporation's request, as a director, officer, employee or agent
of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by him ("Expenses"),
and judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of such
action, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. Although Delaware law permits a corporation to
indemnify any person referred to above against Expenses in connection with the
defense or settlement of an action by or in the right of the corporation,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, if such person has
been judged liable to the corporation, indemnification is only permitted to the
extent that the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is entitled
to indemnity for such Expenses as the court deems proper. The determination as
to whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, or (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by
II-1
<PAGE>
the stockholders. The General Corporation Law of the State of Delaware also
provides for mandatory indemnification of any director, officer, employee or
agent against Expenses to the extent such person has been successful in any
proceeding covered by the statute. In addition, the General Corporation Law of
the State of Delaware provides the general authorization of advancement of a
director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific cases,
and that indemnification and advancement of expenses provided by the statute
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since January 1, 1994, the Registrant has sold or issued the following
unregistered securities:
During 1994, the Company issued an aggregate of 316,000 shares of
Common Stock to eight individuals and five entities at a purchase price of $5.00
per share. Also during 1994, the Company issued $515,000 aggregate principal
amount of promissory notes to one entity at a purchase price equal to the
principal amount of the promissory notes.
From January 1995 through June 1995, the Company issued an aggregate of
247,500 shares of Common Stock to three individuals and three entities at a
purchase price of $5.00 per share. In June 1995, $515,000 aggregate principal
amount of promissory notes held by one entity was converted into 103,000 shares
of Common Stock at a conversion price of $5.00 per share.
During July and August 1995, the Company issued an aggregate of 35,294
shares of Common Stock to one entity at a purchase price of $8.50 per share. In
August 1995, the Company issued 25,000 shares of Common Stock to one individual
in connection with the acquisition of the assets and certain liabilities of a
security consulting business.
In March and May 1996, two entities and two directors exercised
warrants to purchase an aggregate of 427,137 shares of Common Stock at an
exercise price of $0.53 per share.
From October 1995 through March 1997 the Company issued $3,350,000
aggregate principal amount of 10% subordinated debentures and warrants to
purchase 478,580 shares of Common Stock at an exercise price of $7.00 per share
to nine entities and 19 individuals at a purchase price equal to the principal
amount of the debentures.
The issuances of securities in the above transactions were deemed to be
exempt from registration under the Act in reliance on Section 4(2) thereof as
transactions not involving a public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of exhibits furnished:
1* Form of Underwriting Agreement
3.1* Form of Restated Certificate of Incorporation of Securacom,
Incorporated
3.2* Form of Bylaws of Securacom, Incorporated
II-2
<PAGE>
4* Form of Rights Agreement
5* Opinion of Counsel
10.1 Stock Option Plan
10.2 Employment Agreement with Ronald C. Thomas
10.3 Employment Agreement with Larry M. Weaver
10.4 Consulting Agreement with Wirt D. Walker, III
10.5 Agreement and Certificate of Limited Partnership for Special
Situation Investment Holdings, Ltd.
11 Computation of Net Income (Loss) Per Share
23.1 Consent of Grant Thornton LLP
23.2 Consent of Amper, Politziner & Mattia
23.3 Consent of Counsel (included as part of Exhibit 5)
24 Power of Attorney
27 Financial Data Schedule
* To be filed by amendment
(b) The following is a list of the financial statement schedule furnished:
Schedule II - Valuation and Qualifying Accounts.
Schedules not listed above have been omitted because they are not
applicable or because required information is included in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in such
names as required by the Underwriters to permit prompt delivery to each
purchaser.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
II-3
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
(3) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(4) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Woodcliff
Lake and State of New Jersey on the th day of , 1997.
SECURACOM, INCORPORATED
By: *
Ronald C. Thomas
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*
Ronald C. Thomas President, Chief Executive April 30, 1997
Officer, and Director
(Principal Executive Officer)
*
Larry M. Weaver Executive Vice President, April 30, 1997
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
* Chairman and Director April 30, 1997
Wirt D. Walker, III
* Director April 30, 1997
Mishal Yousef Soud Al Sabah
* Director April 30, 1997
Marvin Bush
* Director April 30, 1997
Robert B. Smith, Jr.
</TABLE>
By: /s/ MICHAEL JOSEPH
Michael Joseph
Attorney-in-Fact
II-5
SECURACOM, INCORPORATED
STOCK OPTION PLAN
1. PURPOSE
This Stock Option Plan (the "Plan") for Securacom, Incorporated (the
"Company") is intended to advance the interests of the Company by providing
certain directors and employees of the Company and its subsidiaries, if any (the
"Subsidiaries"), with additional incentive to promote the success of the Company
and its Subsidiaries, to increase their proprietary interest in the Company, and
to encourage them to remain in the Company's employ or in the employ of its
Subsidiaries.
2. ADMINISTRATION OF THE PLAN
2.1 The Plan shall be administered by the Option Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
Committee shall consist of two or more members of the Board, each of whom shall
be appointed by and shall serve at the pleasure of the Board. The Board shall
have the sole continuing authority to appoint members of the Committee both in
substitution for members previously appointed and to fill vacancies however
caused. All members of the Committee shall be "Non-Employee Directors" as such
term is defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934,
as amended, or any successor provision. Each grant of options under the Plan
shall be approved by the Board or the Committee.
2.2 The Committee shall have the authority to grant (i) stock options
that constitute incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"IRC") and (ii) stock options that do not constitute Incentive Stock Options
within the meaning of Section 422 of the IRC ("Nonqualified Options"). Incentive
Stock Options and Nonqualified Options are together referred to as "Options"
herein.
2.3 Subject to the provisions of this Plan, the Committee shall have
plenary authority, in its discretion, to: (i) determine the employees and other
persons (from the class of employees and other persons eligible under Section 4
to receive Options under this Plan) to whom Options shall be granted; (ii)
determine the time or times at which Options shall be granted; (iii) determine
the type of Options granted and their terms; and (iv) interpret the Plan and to
prescribe, amend, and rescind rules and regulations relating to it.
2.4 The Committee shall hold its meetings at such times and places as
it shall deem advisable. All actions of the Committee shall be taken by
agreement of a majority of the whole Committee. Any action taken by the
Committee through a written instrument signed by a majority of its members shall
be as effective as though taken at a meeting duly called and held. The Committee
may appoint a secretary to keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
1
<PAGE>
3. SHARES OF STOCK SUBJECT TO THE PLAN
The Committee shall have authority to grant Options under this Plan for
the purchase of an aggregate of 500,000 shares of the Common Stock of the
Company, par value $0.01 per share (the "Common Stock"). Such shares may be
authorized but unissued shares of Common Stock, or shares of Common Stock that
have been reacquired by the Company. In the event of a lapse, expiration,
termination, or cancellation of any Option granted hereunder without the
issuance of shares or payment of cash, the shares subject to or reserved for
such Option may again be used to grant additional Options; provided, that in no
event may the number of shares subject to Options issued hereunder exceed the
total number of shares reserved for issuance. The Company shall reserve and keep
available for issuance that number of shares of Common Stock equal to the number
of shares of Common Stock subject to outstanding Options hereunder.
4. PERSONS ELIGIBLE TO RECEIVE OPTIONS
4.1 The persons who shall be eligible to receive Options granted
hereunder shall be:
(i) directors and employees of the Company and/or its
Subsidiaries; provided, however, that the persons who shall be eligible
to receive options granted hereunder intended to be Incentive Stock
Options shall be employees of the Company and/or its Subsidiaries, as
that term is defined in Section 424 of the IRC; and provided, further,
that no employee shall receive options to purchase Common Stock
hereunder or under any plan of the Company or its Subsidiaries intended
to be Incentive Stock Options to the extent that the stock subject to
such options exercisable for the first time in any year has a Market
Value (determined at the time the options are granted) in excess of
$100,000; and
(ii) consultants or advisors of the Company and/or its
Subsidiaries.
5. AWARDS OF OPTIONS TO DIRECTORS
Each newly elected or appointed Director shall be granted Options to
purchase 25,000 shares of stock upon initial election or appointment to the
Board. Following such initial election or appointment, Directors who continue to
serve in such capacity shall be granted Options to purchase 25,000 shares of
stock on an annual basis following the annual stockholders meeting. The exercise
price per share of all such Options shall be the Market Value of the Common
Stock on the date of grant, as defined in Section 7.2. All such Options shall
have a term of four years and shall become exercisable in three equal annual
installments beginning on the first anniversary of the date of grant.
6. OPTIONS
2
<PAGE>
6.1 Each option granted hereunder shall be evidenced by an Option
Certificate that shall state the number of shares of stock to which it relates.
6.2 Each Option Certificate shall contain such provisions as may be
required by the terms hereof and such other provisions (including, without
limitation, restrictions on the option and the Common Stock) as the Committee
shall in its discretion impose. The Committee may vary the terms and provisions
of individual Option Certificate on a case-by-case basis and shall not be
required to make all Option Certificates uniform.
6.3 At the time each option is granted under this Plan, the Committee
shall determine whether such option is to be designated an Incentive Stock
Option. Options designated Incentive Stock Options shall conform to those
provisions of this Plan specifically applicable to Incentive Stock Options,
including, without limitation, the minimum option price specified in Section 7
and the maximum exercise period specified in Section 8.1.
7. OPTION PRICE
7.1 Other than the options issued to Directors described in Section 5
of this Plan, the option price of each option issued hereunder shall be
determined by the Commit tee in its discretion at the time the option is
granted, subject to the conditions of this Section 7. Options intended to be
Incentive Stock Options shall have an option price per share equal to or greater
than the Market Value of the Common Stock (as defined in Section 7.2) on the
date such option is granted. If any option intended to be an Incentive Stock
Option is granted to any employee holding stock possessing more than 10 percent
of the total combined voting power of all classes of the capital stock of the
Company, its parent (if any) or any of its Subsidiaries, the option price per
share shall not be less than 110 percent of the Market Value of the Common Stock
on the date the option is granted. Nonqualified Options shall have an option
price per share not less than 85% of the Market Value of the Common Stock on the
date such option is granted.
7.2 For purposes of this Plan, the term "Market Value" shall mean the
closing price of the Common Stock on the Nasdaq National Market or such other
exchange upon which the Common Stock might later be traded, on the date
specified.
8. TERMS AND EXERCISE OF OPTIONS
8.1 Each option granted hereunder shall be exercisable only during a
term commencing and ending (unless the option shall have terminated earlier
under other provisions of this Plan) on dates to be fixed by the Committee,
subject to the following further limitations:
(i) with respect to any option intended to be an Incentive
Stock Option, the date fixed by the Committee as the end of the option
term must be a date not more than 10 years from the date the option was
granted;
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(ii) subject to the provisions of Sections 9.3 and 9.4 hereof,
any option intended to be an Incentive Stock Option may not be
exercisable more than three months after the optionee ceases to be an
employee of the Company or a Subsidiary; and
(iii) with respect to any option intended to be an Incentive
Stock Option that is granted to a person possessing more than 10
percent of the total combined voting power of all classes of the
capital stock of the Com pany, its parent (if any) or any of its
Subsidiaries, the date fixed by the Committee as the end of the option
term must be a date not more than five years from the date the option
was granted.
The period of the option, once it is granted, may be reduced only as provided
for in Section 9 in connection with the termination of employment, death, or
disability of the optionee.
8.2 The Committee shall have authority to grant options exercisable in
whole or in part at any time during their term, or exercisable in cumulative or
non-cumulative installments, as may be determined by the Committee, provided
that any option that is intended to be an Incentive Stock Option shall meet the
requirements of Sections 8.1 and 4.1 hereof.
8.3 Unless otherwise provided herein or in the option agreement, an
option may be exercised in whole or in part at any time during its term. The
Committee may, in its discretion, provide that an option may not be exercised in
whole or in part for any period or periods of time specified in the option
agreement. The Committee may, in its discretion, include in any option granted
hereunder, a condition that the optionee shall agree to remain in the employ of,
and to render services to, the Company and/or a Subsidiary(ies) for a specified
period of time following the date the option is granted. No such agreement shall
impose upon the Company or any Subsidiary any obligation to employ the optionee
for any period of time.
8.4 Options shall be exercised by delivering or mailing to the
Committee:
(i) a notice, in the form prescribed by the Committee, specifying
the number of shares of Common Stock with respect to which the option
is exercised;
(ii) a certified bank check or money order payable to the
Company, or shares of Common Stock, or any combination thereof, for the
full option price in the case of Incentive Stock Options, and in an
amount equal to the full option price plus any withholding tax required
by law as determined by the Committee in the case of Nonqualified
Options; and
(iii) if the shares are to be issued pursuant to the exemption
from registration under the Securities Act of 1933, as amended (the
"Securities
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Act"), provided by Section 4(2) or any successor section of such Act,
an "investment letter" in such form as may be dictated by the
Committee.
Shares of Common Stock delivered in full or partial payment of the option price
shall be applied to the option price at their Market Value on the date received
by the Committee. Any withholding tax required in connection with the exercise
of Nonqualified Options must be paid by certified bank check or money order
payable to the Company.
8.5 Upon receipt of such notice (and investment letter if applicable)
and upon payment of the option price (and taxes if applicable), the Company
shall promptly deliver to the optionee a certificate or certificates for the
number of shares of Common Stock in respect of which the option was exercised,
without charge to the optionee for issue or transfer tax. The stock
certificate(s) may, at the request of the optionee, be issued in the name of
such optionee and the name of another person as joint tenants with the right of
survivorship, provided that any restrictions on such stock shall apply with
equal force to such joint tenant. In the event that such shares are not
registered under the Securities Act, such certificates shall bear the following
legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURI TIES ACT OF
1933 AS AMENDED AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF
COUNSEL THAT SUCH TRANSFER MAY BE LAWFULLY EFFECTED IN THE ABSENCE OF
SUCH REGISTRATION."
8.6 No optionee or legal representative, legatee, or distributee of
such optionee, will be, or will be deemed to be, a holder of any shares of
Common Stock subject to an option unless and until certificates for such shares
are issued to such person under the terms of this Plan. No adjustment shall be
made for dividends or other rights the record date of which is prior to the date
such stock certificate is issued.
8.7 The Committee may, in its discretion, provide in the option
agreement that the optionee may elect either of the following settlement methods
as an alternative to payment in full of the option price for the number of
shares of Common Stock in respect of which an option is exercised:
(i) the right to receive from the Company cash in an amount
equal to the excess of the Market Value of one share of Common Stock on
the date of exercise over the option price times the number of shares
with re spect to which the option is exercised; or
(ii) the right to receive from the Company that number of
whole shares of Common Stock having an aggregate Market Value on the
date of exercise not greater than the cash amount calculated under
subsection (i) of this Section 8.7.
8.8 The exercise of an option in any manner, including an exercise
involving an election of an alternative settlement method with respect to an
option, shall result in a
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decrease in the number of shares of Common Stock that thereafter may be
available under the Plan by the number of shares as to which the option is
exercised.
8.9 To the extent that the exercise of options by one of the
alternative settlement methods provided for in Section 8.7 results in
compensation income to the optionee, the Company will withhold from the amount
due to the optionee any amount required for federal, state, and local taxes. If
the settlement method set forth in subsection (ii) of Section 8.7 is selected
and results in compensation income to the optionee, the optionee shall deliver
to the Company a certified bank check or money order payable to the Company in
an amount equal to any withholding tax required by law.
8.10 All options granted under this Plan shall be non-transferable
except by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the IRC or the rules
thereunder, and options may be exercised during the lifetime of the optionee
only by the person to whom the option was granted. Except as permitted by the
preceding sentence, no option granted under this Plan or any of the rights and
privileges thereby conferred shall be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and no such
option, right, or privilege shall be subject to execution, attachment, or
similar process. Upon any attempt so to transfer, assign, pledge, hypothecate,
or otherwise dispose of the option or of any right or privilege conferred
thereby contrary to the provisions hereof, or upon the levy or any attachment or
similar process upon such option, right, or privilege, the option and such
rights and privileges shall immediately become null and void.
9. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY ON OPTIONS
9.1 If an optionee is an employee and ceases to be employed by the
Company or a Subsidiary for any reason other than death, retirement on or after
his Retirement Date (as defined in Section 9.2), or disability (as defined in
Section 9.4), any options granted to such optionee hereunder to the extent not
previously exercised shall be deemed canceled and terminated as of the date 90
days following the date such employment is terminated; provided, however, that
the Committee may, subject to section 8.1(ii) hereof, extend the period of time
during which options the optionee is entitled to exercise as of the date of
termination may be exercised if, in its opinion, circumstances warrant such an
extension. The transfer of an optionee from the employ of the Company to a
Subsidiary or visa versa, or from one Subsidiary to another, shall not be deemed
to constitute a termination of employment for purposes of this Section 9. The
Committee shall determine in each case whether, in accordance with applicable
laws, a leave of absence shall constitute a termination of employment.
9.2 If an optionee is an employee and ceases to be employed by the Company
or a Subsidiary by reason of the optionee's retirement on or after his
Retirement Date, such optionee shall have the right, at any time within three
months after the date such employment is terminated, to exercise any options
held by him to the extent that he was entitled to exercise the options on the
date of cessation of employment, but in no event shall any option be exercisable
more than ten years from the date it was granted. For
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purposes of this Plan, the term "Retirement Date" shall mean the earlier of the
date of such employee's 65th birthday, the date of such employee's 60th birthday
after 30 years of employment by the Company or a Subsidiary, or any date an
employee is otherwise entitled to retire under the Company's retirement plans
(if any).
9.3 Unless otherwise provided in the option agreement, if an optionee
who is an employee should die while employed by the Company or a Subsidiary, or
should die within three months after retirement on or after his Retirement Date,
then, until the expiration of one year from the date of the optionee's death or
the earlier termination of the term of the option, any options granted to the
deceased optionee and not exercised by him prior to his death shall, to the
extent exercisable by the optionee on the date of his death, be exercisable by
his estate or by any person who acquired such options by bequest or inheritance
from the optionee. Such exercise shall be subject to all applicable conditions
and restrictions prescribed in this Plan or in the option agreement.
9.4 If an optionee ceases to be employed by the Company or a Subsidiary
by reason of the optionee's disability, such optionee shall have the right to
exercise all options held by him, to the extent not previously expired or
exercised, at any time within one year after such termination of employment due
to a disability. For purposes of this Section 9.4, the term "disability" shall
be defined in the same manner that it is defined in the Company's long term
disability plan at the applicable time, if any. In the event the Company has no
long term disability plan, the Optionee shall be deemed to be disabled if he or
she is eligible for and is receiving total and permanent disability benefits
under Section 223 of the Social Security Act, as amended, or any similar or
subsequent section or act of like intent or purpose.
10. ADJUSTMENTS TO SHARES SUBJECT TO THE PLAN
10.1 In the event that additional shares of the capital stock of the
Company are issued pursuant to a stock split or stock dividend, the number of
shares of Common Stock then covered by each outstanding Option granted hereunder
shall be increased proportion ately (and, in the case of options, the option
price shall be reduced proportionately) and the number of shares of Common Stock
reserved for purposes of this Plan shall be increased proportionately.
10.2 In the event that the shares of Common Stock of the Company from
time to time issued and outstanding are reduced by a combination of shares, the
number of shares of Common Stock then covered by each outstanding Option granted
hereunder shall be reduced proportionately (and, in the case of options, the
option price shall be increased proportionately) and the number of shares of
Common Stock reserved for purposes of this Plan shall be reduced
proportionately.
10.3 In the event that the Company transfers assets to another
corporation and distributes the stock of such other corporation without the
surrender of Common Stock of the Company, and if such distribution is not
taxable as a dividend and no gain or loss is recognized by reason of Section 355
of the IRC or some similar section, then the price
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per share of the shares covered by each outstanding option shall be reduced by
an amount that bears the same ratio to the option price per share then in effect
as the market value of the stock distributed in respect of a share of the Common
Stock of the Company immediately following the distribution bears to the
aggregate market value at such time of a share of the Common Stock of the
Company and the stock distributed in respect thereof.
10.4 In the event of a merger or consolidation in which the Company is
not the surviving corporation, or other reorganization, recapitalization, or
exchange which results in substantially all the shares of the capital stock of
the Company being exchanged for or converted into cash or other property, or
upon the dissolution or liquidation of the Company, the Company shall have the
right to terminate this Plan, in which case the options shall, to the extent
exercisable upon the date of such termination, become the right to receive such
cash or property net of the exercise price of the options. If the Company shall
be the surviving corporation in any merger or consolidation, any option issued
hereunder shall pertain, apply and relate to the securities or other property to
which a holder of the number of shares of Common Stock subject to the option
would have been entitled after the merger or consolidation.
10.5 All adjustments pursuant to this Section 10 shall be made by the
Committee, whose determination upon the same shall be final and binding upon the
Option holders; provided, however, that each option granted hereunder that is
intended to be an Incentive Stock Option shall be adjusted so as to continue to
qualify as an Incentive Stock Option. No fractional shares shall be issued, and
any fractional interests resulting from computation pursuant to this Section 10
shall be paid in cash. No adjustment shall be made for (i) the declaration of
cash dividends, (ii) the issuance of Options hereunder or under any of the
Company's other incentive stock or option plans, or (iii) the issuance of rights
to subscribe for additional shares of Common Stock at the Market Value thereof
(or other securities at the fair market value thereof as determined by the
Committee in good faith).
11. LISTING AND REGISTRATION OF SHARES SUBJECT TO OPTIONS
Each option issued hereunder shall be subject to the requirement that
if at any time the Committee shall determine, in its discretion, that the
listing, registration, or qualification of the shares subject to the options
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issuance
or purchase of shares thereunder, such option may not be exercised in whole or
in part unless and until such listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
12. APPLICATION OF FUNDS
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The proceeds received by the Company from the sale of shares pursuant
to options shall be used for general corporate purposes.
13. DISQUALIFYING DISPOSITIONS
If an Optionee disposes of shares of Common Stock acquired upon
exercise of an Incentive Stock Option within two years from the date the Options
is granted or within one year after the issuance of such shares to the Optionee,
the Optionee shall notify the Company of such disposition and provide
information as to the date of disposition, sale price, number of shares disposed
of and any other information relating thereto which the Company may reasonably
request.
14. TERMINATION OF THE PLAN
This Plan may be abandoned or terminated at any time by the Board
except with respect to any Options then outstanding under the Plan. No Option
shall be granted hereunder after 10 years from the effective date of this Plan.
15. AMENDMENT OF THE PLAN
The Board may at any time and from time to time modify and amend the
terms of this Plan in any respect, with the exception of Section 5 of this Plan
which may not be amended more than once every six months, other than to comport
with changes in the IRC, the Employee Retirement Income Security Act, or the
rules thereunder; provided, however, that the Board shall seek stockholder
approval of the amendment to the extent such approval is required by (i) state
or federal law; (ii) Section 16 of the Exchange Act, to the extent that Options
may be granted hereunder to persons who are required to file reports under
Section 16; (iii) the Nasdaq Stock Market rules or regulations or the rules or
regulations of such other exchange upon which the Common Stock might later be
traded; or (iv) the IRC, to the extent that Incentive Stock Options may be
granted hereunder. No modification or amendment of this Plan shall adversely
affect any right acquired by any Option holder under the terms of an Option
award granted before the date of such modification or amendment, without the
consent of the Option holder.
16. EFFECTIVE DATE OF THE PLAN
This Plan became effective on the later of the date of its adoption by
the Board or its approval by the Shareholders.
9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 23rd day of
April 1997 by and between Securacom, Incorporated, a corporation organized and
existing under the laws of Delaware (the "Company") and Ronald C. Thomas (the
"Executive").
W I T N E S S E T H
WHEREAS, the Company desires to engage the Executive to serve as
President and Chief Executive Officer of the Company; and
WHEREAS, the Executive desires to be employed by the Company in such
capacity and to assume the duties and responsibilities set forth in this
Agreement;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts such employment.
2. Duties and Responsibilities. (a) The Executive shall perform all the
duties and accept all of the responsibilities of the position of President and
Chief Executive Officer of the Company as may be described in the Bylaws of the
Company or assigned to him from time to time by the Board of Directors of the
Company. The Executive shall fulfill such duties and responsibilities
diligently, in good faith and in accordance with applicable laws, and shall have
such power and authority as is necessary and appropriate in order to enable him
to do so.
(b) The Executive shall devote his full time, attention and energies to
the business of the Company and shall use his best efforts to promote the
business interests of the Company. The Executive shall not work either on a
part-time or independent contractor basis for any other business or enterprise
during the term of this Agreement without the prior written consent of the Board
of Directors of the Company.
(c) The Executive's principal place of work shall be the Company's
office in Woodcliff Lake, New Jersey. He shall spend such time at such office
and undertake such business-related travel as is necessary or appropriate to
enable him to perform his duties and responsibilities hereunder.
3. Compensation. (a) In consideration of the services to be rendered by the
Executive hereunder, the Company shall pay to the Executive an annual salary of
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$165,000. Salary shall be payable in installments at such times as the Company
customarily pays its senior management employees, and shall be subject to
withholding as required by law or agreed to by the Executive.
(b) The Executive shall be eligible to receive periodic salary
increases, awards of stock options, and bonuses for each year or portion thereof
during which the Executive is employed hereunder. The amount of salary
increases, stock options and bonuses, if any, shall be determined by the Board
of Directors of the Company in its sole discretion.
4. Expenses. The Company, in accordance with such rules and practices as it
may establish, shall pay or reimburse the Executive for all reasonable and
necessary business expenses incurred in connection with the performance by the
Executive of his duties and responsibilities hereunder. Such expenses shall
include, in accordance with policies established by the Company, travel and
entertainment expenses and reimbursement for mileage when the Executive's
personal automobile is used for business purposes.
5. Benefits. (a) The Executive shall receive the employee benefits,
including health care, life insurance and pension benefits, generally provided
by the Company to senior management employees.
(b) The Executive shall be entitled to paid vacation and sick leave in
accordance with the policies established by the Company generally applicable to
senior management employees.
6. Term and Termination. (a) This Agreement shall be effective as of the
date hereof and shall have a term of five years.
(b) The Company shall have the right to terminate this Agreement at any
time (including following a change of control pursuant to Section 6(d) hereof)
for "Cause" upon written notice to the Executive, and such termination shall be
effective upon delivery of such notice. For purposes of this Agreement, "Cause"
shall mean a material breach of this Agreement by the Executive (other than by
reason of the death or disability of the Executive), including misappropriation
of funds of the Company, willful and deliberate malfeasance, gross negligence,
or any act seriously impeding the Executive's ability to represent the Company.
(c) If this Agreement is terminated for Cause by the Company or is
terminated by the Executive, the Executive shall be entitled to receive any
unpaid salary accrued to the date of termination plus any unpaid expense
reimbursement, reduced by any claim the Company may have against the Executive
for breach of this Agreement or otherwise.
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(d) If this Agreement is terminated by the Company for any reason other
than for Cause or the death or disability of the Executive, the Company shall
pay the Executive his salary at the annual rate in effect at the date of
termination through the date of expiration of the term of this Agreement, plus
any bonus or portion thereof granted by the Board of Directors and earned by the
Executive but remaining unpaid on the date of termination, plus any expense
reimbursements due to the Executive through such date. In the event any
termination described in the preceding sentence occurs within two years
following a change in control of the Company, the Company shall pay to the
Executive an additional amount equal to three times the Executive's salary in
effect at the time of such change in control.
For purposes of this Section 6(d), the term "change in control" shall
mean the occurrence of any of the following events: (i) a change of stock
ownership of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and any successor
regulation; (ii) the acquisition of beneficial ownership, directly or
indirectly, by any person (as such term is used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) other than the Company or a benefit plan sponsored
by the Company, of securities of the Company representing 30% or more of the
combined voting power of the Company's then-outstanding securities; or (iii) a
change within any two-year period of a majority of the members of the Board of
Directors of the Company for any reason, unless the election, or the nomination
for election by the Company's shareholders, of each director was approved by a
vote of at least two-thirds of the directors still in office who were directors
prior to such change. Notwithstanding the foregoing, no change of control shall
be deemed to have occurred by reason of (i) any merger, consolidation, sale or
similar transaction in the event that the Board of Directors approves such
transaction prior to its consummation; (ii) any distribution of shares of the
Company's stock by Special Situation Investment Holdings, Ltd. or Special
Situation Investment Holdings L. P. II to their partners upon dissolution or
otherwise; or (iii) the acquisition of beneficial ownership, either directly or
indirectly, of securities of the Company by KuwAm Corporation or any of its
affiliates.
For purposes of this Section 6(d), termination following a change in
control of the Company shall include (i) a significant reduction of Executive's
duties and responsibilities, (ii) a reduction in annual salary paid to the
Executive of ten percent or more of the highest annual salary previously paid to
the Executive, (iii) a change in the location of Executive's office to a place
that is more than fifty (50) miles from the location of such office on the date
hereof, or (iv) any failure by the Company to obtain the written assumption of
this Agreement by any successor of the Company (such assumption not relieving
the Company of any liability hereunder).
It is the intention of the Company and the Executive that any amounts
payable by the Company to the Executive pursuant to this Section 6(d) shall not
constitute "excess
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parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder. In the
event that the Company's independent accountants determine that payments
hereunder would constitute excess parachute payments, such payments shall be
reduced to the maximum amount that such accountants determine would not result
in the payment of excess parachute payments.
(e) Death or Disability of Executive. If the Executive dies during the
term of this Agreement, the Company shall pay to the Executive's estate any
unpaid salary, any bonus or portion thereof granted by the Board of Directors
and earned by the Executive but remaining unpaid, and any unpaid expense
reimbursement due hereunder, in each case as of the date of the Executive's
death.
In the event that the Executive becomes physically or mentally disabled
during the term of this Agreement, the Executive shall receive his salary
through the date on which he is first eligible to receive payment of disability
benefits in lieu of salary under the Company's employee benefit plans as then in
effect.
7. Non-competition. During the term of this Agreement and for a period
of one year thereafter, the Executive shall not, without the prior written
consent of the Board of Directors of the Company, directly or indirectly, own,
manage, operate, finance, join or control, or participate in the ownership,
management, operation, financing or control of, or be or become an officer,
director, employee, partner, principal, agent, representative, or consultant of,
or use or permit his name to be used in connection with, any business or
enterprise offering products or services that compete with the products and
services offered by the Company in the markets served by the Company.
Notwithstanding the foregoing, this Section 7 shall not be deemed to prohibit
the ownership by the Executive of not more than one percent (1%) of the capital
stock of any corporation whose capital stock is publicly traded. If the
provisions of this Section 7 should be found by a court of competent
jurisdiction to exceed the time, geographic, product or other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum time, geographic, product or other limitations permitted by such
law.
8. Confidentiality. The Executive shall not, during the period of his
employment hereunder or at any time thereafter, unless specifically authorized
by a resolution of the Board of Directors of the Company, use or disclose to any
person or entity, any confidential or secret information with respect to the
business or affairs of the Company, or any of its affiliates, including any
information concerning customers or prospective customers of the Company or its
affiliates, unless such information becomes generally available to the public
(and only after it becomes so available). Executive agrees that all confidential
and other information, data, and products, including software and technical
systems, and other property prepared, compiled or developed by Executive while
employed by the Company hereunder shall be the property of the Company. All
files and
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records relating to the Company in Executive's possession shall be the property
of the Company and shall be returned to the Company upon termination of
employment hereunder.
9. Equitable Relief. Executive acknowledges and agrees that the
restrictions contained in Sections 7 and 8 of this Agreement are reasonable and
necessary to protect the legitimate business interests of the Company. Executive
further acknowledges and agrees that any breach of any provision of Section 7 or
8 hereof will cause immediate and irreparable injury to the Company, and that
the Company shall be entitled to injunctive relief to prevent any actual or
threatened such breach. This Section 9 shall not be construed in such a manner
as to prevent the Company from pursuing any other remedies in law or equity to
which it may be entitled as the result of any such actual or threatened breach.
10. Notices. All notices, consents, approvals, requests, instructions
and other communications required by or related to this Agreement shall be in
writing and shall be delivered personally or shall be sent by registered or
certified mail, return receipt requested, or by telex or facsimile transmission,
to the receiving party at the following address and communication numbers:
If to the Company: Securacom, Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Tel: (201) 930-9500
Fax: (201) 930-9007
If to the Executive: Ronald C. Thomas
23 Carey Arthur Drive
Wayne, New Jersey 07470
Tel: (201) 616-2094
Fax:
11. Assignment. Neither party may assign its rights or obligations
hereunder without the prior written consent of the other party hereto.
12. Miscellaneous. (a) This Agreement sets forth the full and complete
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes any prior agreement, oral or written, between the parties
hereto with respect to the subject matter hereof.
(b) This Agreement may be amended or supplemented at any time only by
written instrument executed by both the Company and the Executive.
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(c) Each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law. Should any term
or provision of this Agreement be held invalid, illegal or unenforceable, the
remainder of this Agreement, including the application of such term to the
extent not invalid, illegal or unenforceable, shall not be affected thereby, and
this Agreement shall be interpreted as if such term or provision, to the extent
invalid, illegal or unenforceable, did not exist.
(d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware.
(e) In the event of any litigation between the parties in connection
with this Agreement, the unsuccessful party to such litigation shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees,
which costs and expenses shall be included as part of any judgment rendered in
such litigation in addition to the other relief to which the successful party
may be entitled.
(f) No waiver of any provision of this Agreement by either party hereto
shall be effective unless executed in writing or constitute a waiver of any
other provision hereof.
(g) This Agreement may be executed and delivered, including execution
and delivery by facsimile transmission, in counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
(h) This Agreement shall inure to the benefit of and be binding upon
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of the parties hereto.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement on the dates set forth opposite their respective signatures below.
Securacom, Incorporated
By:
Date Wirt D. Walker, III
Chairman
Date Ronald C. Thomas
6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 23rd day of
April 1997 by and between Securacom, Incorporated, a corporation organized and
existing under the laws of Delaware (the "Company") and Larry Weaver (the
"Executive").
W I T N E S S E T H
WHEREAS, the Company desires to engage the Executive to serve as Senior
Vice President and Chief Financial Officer; and
WHEREAS, the Executive desires to be employed by the Company in such
capacity and to assume the duties and responsibilities set forth in this
Agreement;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts such employment.
2. Duties and Responsibilities. (a) The Executive shall perform all the
duties and accept all of the responsibilities of the position of Senior Vice
President and Chief Financial Officer of the Company as may be described in the
Bylaws of the Company or assigned to him from time to time by the Board of
Directors of the Company. The Executive shall fulfill such duties and
responsibilities diligently, in good faith and in accordance with applicable
laws, and shall have such power and authority as is necessary and appropriate in
order to enable him to do so.
(b) The Executive shall devote his full time, attention and energies to
the business of the Company and shall use his best efforts to promote the
business interests of the Company. The Executive shall not work either on a
part-time or independent contractor basis for any other business or enterprise
during the term of this Agreement without the prior written consent of the Board
of Directors of the Company.
(c) The Executive's principal place of work shall be the Company's
office in Woodcliff Lake, New Jersey. He shall spend such time at such office
and undertake such business-related travel as is necessary or appropriate to
enable him to perform his duties and responsibilities hereunder.
3. Compensation. (a) In consideration of the services to be rendered by the
Executive hereunder, the Company shall pay to the Executive an annual salary of
$125,000. Salary shall be payable in installments at such times as the Company
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<PAGE>
customarily pays its senior management employees, and shall be subject to
withholding as required by law or agreed to by the Executive.
(b) The Executive shall be eligible to receive periodic salary
increases, awards of stock options, and bonuses for each year or portion thereof
during which the Executive is employed hereunder. The amount of salary
increases, stock options and bonuses, if any, shall be determined by the Board
of Directors of the Company in its sole discretion.
4. Expenses. The Company, in accordance with such rules and practices
as it may establish, shall pay or reimburse the Executive for all reasonable and
necessary business expenses incurred in connection with the performance by the
Executive of his duties and responsibilities hereunder. Such expenses shall
include, in accordance with policies established by the Company, travel and
entertainment expenses and reimbursement for mileage when the Executive's
personal automobile is used for business purposes.
5. Benefits. (a) The Executive shall receive the employee benefits,
including health care, life insurance and pension benefits, generally provided
by the Company to senior management employees.
(b) The Executive shall be entitled to paid vacation and sick leave in
accordance with the policies established by the Company generally applicable to
senior management employees.
6. Term and Termination. (a) This Agreement shall be effective as of the
date hereof and shall have a term of three years.
(b) The Company shall have the right to terminate this Agreement at any
time (including following a change of control pursuant to Section 6(d) hereof)
for "Cause" upon written notice to the Executive, and such termination shall be
effective upon delivery of such notice. For purposes of this Agreement, "Cause"
shall mean a material breach of this Agreement by the Executive (other than by
reason of the death or disability of the Executive), including misappropriation
of funds of the Company, willful and deliberate malfeasance, gross negligence,
or any act seriously impeding the Executive's ability to represent the Company.
(c) If this Agreement is terminated for Cause by the Company or is
terminated by the Executive, the Executive shall be entitled to receive any
unpaid salary accrued to the date of termination plus any unpaid expense
reimbursement, reduced by any claim the Company may have against the Executive
for breach of this Agreement or otherwise.
(d) If this Agreement is terminated by the Company for any reason other
than for Cause or the death or disability of the Executive, the Company shall
pay the Executive his
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salary at the annual rate in effect at the date of termination through the date
of expiration of the term of this Agreement, plus any bonus or portion thereof
granted by the Board of Directors and earned by the Executive but remaining
unpaid on the date of termination, plus any expense reimbursements due to the
Executive through such date. In the event any termination described in the
preceding sentence occurs within two years following a change in control of the
Company, the Company shall pay to the Executive an additional amount equal to
three times the Executive's salary in effect at the time of such change in
control.
For purposes of this Section 6(d), the term "change in control" shall
mean the occurrence of any of the following events: (i) a change of stock
ownership of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and any successor
regulation; (ii) the acquisition of beneficial ownership, directly or
indirectly, by any person (as such term is used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) other than the Company or a benefit plan sponsored
by the Company, of securities of the Company representing 30% or more of the
combined voting power of the Company's then-outstanding securities; or (iii) a
change within any two-year period of a majority of the members of the Board of
Directors of the Company for any reason, unless the election, or the nomination
for election by the Company's shareholders, of each director was approved by a
vote of at least two-thirds of the directors still in office who were directors
prior to such change. Notwithstanding the foregoing, no change of control shall
be deemed to have occurred by reason of (i) any merger, consolidation, sale or
similar transaction in the event that the Board of Directors approves such
transaction prior to its consummation; (ii) any distribution of shares of the
Company's stock by Special Situation Investment Holdings, Ltd. or Special
Situation Investment Holdings L. P. II to their partners upon dissolution or
otherwise; or (iii) the acquisition of beneficial ownership, either directly or
indirectly, of securities of the Company by KuwAm Corporation or any of its
affiliates.
For purposes of this Section 6(d), termination following a change in
control of the Company shall include (i) a significant reduction of Executive's
duties and responsibilities, (ii) a reduction in annual salary paid to the
Executive of ten percent or more of the highest annual salary previously paid to
the Executive, (iii) a change in the location of Executive's office to a place
that is more than fifty (50) miles from the location of such office on the date
hereof, or (iv) any failure by the Company to obtain the written assumption of
this Agreement by any successor of the Company (such assumption not relieving
the Company of any liability hereunder).
It is the intention of the Company and the Executive that any amounts
payable by the Company to the Executive pursuant to this Section 6(d) shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder. In the event that the
3
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Company's independent accountants determine that payments hereunder would
constitute excess parachute payments, such payments shall be reduced to the
maximum amount that such accountants determine would not result in the payment
of excess parachute payments.
(e) Death or Disability of Executive. If the Executive dies during the
term of this Agreement, the Company shall pay to the Executive's estate any
unpaid salary, any bonus or portion thereof granted by the Board of Directors
and earned by the Executive but remaining unpaid, and any unpaid expense
reimbursement due hereunder, in each case as of the date of the Executive's
death.
In the event that the Executive becomes physically or mentally disabled
during the term of this Agreement, the Executive shall receive his salary
through the date on which he is first eligible to receive payment of disability
benefits in lieu of salary under the Company's employee benefit plans as then in
effect.
7. Non-competition. During the term of this Agreement and for a period
of one year thereafter, the Executive shall not, without the prior written
consent of the Board of Directors of the Company, directly or indirectly, own,
manage, operate, finance, join or control, or participate in the ownership,
management, operation, financing or control of, or be or become an officer,
director, employee, partner, principal, agent, representative, or consultant of,
or use or permit his name to be used in connection with, any business or
enterprise offering products or services that compete with the products and
services offered by the Company in the markets served by the Company.
Notwithstanding the foregoing, this Section 7 shall not be deemed to prohibit
the ownership by the Executive of not more than one percent (1%) of the capital
stock of any corporation whose capital stock is publicly traded. If the
provisions of this Section 7 should be found by a court of competent
jurisdiction to exceed the time, geographic, product or other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum time, geographic, product or other limitations permitted by such
law.
8. Confidentiality. The Executive shall not, during the period of his
employment hereunder or at any time thereafter, unless specifically authorized
by a resolution of the Board of Directors of the Company, use or disclose to any
person or entity, any confidential or secret information with respect to the
business or affairs of the Company, or any of its affiliates, including any
information concerning customers or prospective customers of the Company or its
affiliates, unless such information becomes generally available to the public
(and only after it becomes so available). Executive agrees that all confidential
and other information, data, and products, including software and technical
systems, and other property prepared, compiled or developed by Executive while
employed by the Company hereunder shall be the property of the Company. All
files and records relating to the Company in Executive's possession shall be the
property of the
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Company and shall be returned to the Company upon termination of employment
hereunder.
9. Equitable Relief. Executive acknowledges and agrees that the
restrictions contained in Sections 7 and 8 of this Agreement are reasonable and
necessary to protect the legitimate business interests of the Company. Executive
further acknowledges and agrees that any breach of any provision of Section 7 or
8 hereof will cause immediate and irreparable injury to the Company, and that
the Company shall be entitled to injunctive relief to prevent any actual or
threatened such breach. This Section 9 shall not be construed in such a manner
as to prevent the Company from pursuing any other remedies in law or equity to
which it may be entitled as the result of any such actual or threatened breach.
10. Notices. All notices, consents, approvals, requests, instructions
and other communications required by or related to this Agreement shall be in
writing and shall be delivered personally or shall be sent by registered or
certified mail, return receipt requested, or by telex or facsimile transmission,
to the receiving party at the following address and communication numbers:
If to the Company: Securacom, Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Tel: (201) 930-9500
Fax: (201) 930-9007
If to the Executive: Larry Weaver
25 Pine Road
Medford, New Jersey 08055
Tel: (609) 985-5253
Fax:
11. Assignment. Neither party may assign its rights or obligations
hereunder without the prior written consent of the other party hereto.
12. Miscellaneous. (a) This Agreement sets forth the full and complete
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes any prior agreement, oral or written, between the parties
hereto with respect to the subject matter hereof.
(b) This Agreement may be amended or supplemented at any time only by
written instrument executed by both the Company and the Executive.
(c) Each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law. Should any term
or provision of this Agreement
5
<PAGE>
be held invalid, illegal or unenforceable, the remainder of this Agreement,
including the application of such term to the extent not invalid, illegal or
unenforceable, shall not be affected thereby, and this Agreement shall be
interpreted as if such term or provision, to the extent invalid, illegal or
unenforceable, did not exist.
(d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware.
(e) In the event of any litigation between the parties in connection
with this Agreement, the unsuccessful party to such litigation shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees,
which costs and expenses shall be included as part of any judgment rendered in
such litigation in addition to the other relief to which the successful party
may be entitled.
(f) No waiver of any provision of this Agreement by either party hereto
shall be effective unless executed in writing or constitute a waiver of any
other provision hereof.
(g) This Agreement may be executed and delivered, including execution
and delivery by facsimile transmission, in counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
(h) This Agreement shall inure to the benefit of and be binding upon
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of the parties hereto.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement on the dates set forth opposite their respective signatures below.
Securacom, Incorporated
By:
Date Wirt D. Walker, III
Chairman
Date Larry Weaver
6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 23rd day of
April 1997 by and between Securacom, Incorporated, a corporation organized and
existing under the laws of Delaware (the "Company") and Wirt D. Walker, III (the
"Consultant").
W I T N E S S E T H
WHEREAS, the Company desires to engage the Consultant to assume the
responsibilities set forth in this Agreement; and
WHEREAS, the Consultant desires to assume such responsibilities;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Engagement. Subject to the terms and conditions set forth in
this Agreement, the Company hereby engages the Consultant and the Consultant
hereby accepts such engagement.
2. Responsibilities. (a) The Consultant shall provide the Company with
advice and assistance with respect to corporate development, new business
development, corporate finance, operational issues, merger and acquisition
strategy, marketing and positioning in the marketplace, strategic partnership
arrangements and other matters as requested by the Board of Directors of the
Company. The Consultant shall fulfill his responsibilities diligently and in
good faith.
(b) The Consultant shall devote such time, attention and energies to
the business of the Company as is required in order for him to fulfill his
responsibilities as set forth in Section 2(a), and shall use his best efforts to
promote the business interests of the Company.
3. Compensation. (a) In consideration of the services to be rendered by
the Consultant hereunder, the Company shall pay Consultant $140,000 per year
(such compensation, as it may be adjusted pursuant to Section 3(b), being
hereinafter referred to as "Base Compensation"). Base Compensation shall be paid
in installments at such times as the Company customarily pays its senior
management employees, and shall be subject to withholding as required by law or
agreed to by the Consultant.
(b) The Consultant shall be eligible to receive periodic increases in
Base Compensation, awards of stock options, and bonuses for each year or portion
thereof during which the Consultant is engaged hereunder. The amount of such
increases in Base
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Compensation, stock options and bonuses, if any, shall be determined by the
Board of Directors of the Company in its sole discretion.
4. Expenses. The Company, in accordance with such rules and practices
as it may establish, shall pay or reimburse the Consultant for all reasonable
and necessary business expenses incurred in connection with the performance by
the Consultant of his responsibilities hereunder. Such expenses shall include,
in accordance with policies established by the Company, travel and entertainment
expenses and reimbursement for mileage when the Consultant's personal automobile
is used for business purposes.
5. Term and Termination. (a) This Agreement shall be effective as of the
date hereof and shall have a term of five years.
(b) The Company shall have the right to terminate this Agreement at any
time (including following a change of control pursuant to Section 5(d) hereof)
for "Cause" upon written notice to the Consultant, and such termination shall be
effective upon delivery of such notice. For purposes of this Agreement, "Cause"
shall mean a material breach of this Agreement by the Consultant (other than by
reason of the death or disability of the Consultant), including misappropriation
of funds of the Company, willful and deliberate malfeasance, gross negligence,
or any act seriously impeding the Consultant's ability to represent the Company.
(c) If this Agreement is terminated for Cause by the Company or is
terminated by the Consultant, the Consultant shall be entitled to receive any
unpaid Base Compensation accrued to the date of termination plus any unpaid
expense reimbursement, reduced by any claim the Company may have against the
Consultant for breach of this Agreement or otherwise.
(d) If this Agreement is terminated by the Company for any reason other
than for Cause or the death or disability of the Consultant, the Company shall
compensate the Consultant at the annual Base Compensation rate in effect on the
date of termination through the date of expiration of the term of this
Agreement, and pay Consultant any bonus or portion thereof granted by the Board
of Directors and earned by the Consultant but remaining unpaid on the date of
termination, plus any expense reimbursements due to the Consultant through such
date. In the event any termination described in the preceding sentence occurs
within two years following a change in control of the Company, the Company shall
pay to the Consultant an additional amount equal to three times the Consultant's
annual Base Compensation rate in effect at the time of such change in control.
For purposes of this Section 6(d), the term "change in control" shall
mean the occurrence of any of the following events: (i) a change of stock
ownership of the Company of a nature that would be required to be reported in
response to Item 6(e) of
2
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Schedule 14A promulgated under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and any successor regulation; (ii) the acquisition
of beneficial ownership, directly or indirectly, by any person (as such term is
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the
Company or a benefit plan sponsored by the Company, of securities of the Company
representing 30% or more of the combined voting power of the Company's
then-outstanding securities; or (iii) a change within any two-year period of a
majority of the members of the Board of Directors of the Company for any reason,
unless the election, or the nomination for election by the Company's
shareholders, of each director was approved by a vote of at least two-thirds of
the directors still in office who were directors prior to such change.
Notwithstanding the foregoing, no change of control shall be deemed to have
occurred by reason of (i) any merger, consolidation, sale or similar transaction
in the event that the Board of Directors approves such transaction prior to its
consummation; (ii) any distribution of shares of the Company's stock by Special
Situation Investment Holdings, Ltd. or Special Situation Investment Holdings,
L.P. II to their partners upon dissolution or otherwise; or (iii) the
acquisition of beneficial ownership, either directly or indirectly, of
securities of the Company by KuwAm Corporation or any of its affiliates.
For purposes of this Section 6(d), termination following a change in
control of the Company shall include (i) a significant reduction of Consultant's
responsibilities, (ii) a reduction in the annual rate of Base Compensation paid
to the Consultant of ten percent or more of the highest annual rate of Base
Compensation previously paid to the Consultant, or (iii) any failure by the
Company to obtain the written assumption of this Agreement by any successor of
the Company (such assumption not relieving the Company of any liability
hereunder).
It is the intention of the Company and the Consultant that any amounts
payable by the Company to the Consultant pursuant to this Section 6(d) shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder. In the event that the Company's independent accountants determine
that payments hereunder would constitute excess parachute payments, such
payments shall be reduced to the maximum amount that such accountants determine
would not result in the payment of excess parachute payments.
(e) Death or Disability of Consultant. If the Consultant dies during
the term of this Agreement, the Company shall pay to the Consultant's estate any
unpaid Base Compensation, any bonus or portion thereof granted by the Board of
Directors and earned by the Consultant but remaining unpaid, and any unpaid
expense reimbursement due hereunder, in each case as of the date of the
Consultant's death.
In the event that the Consultant becomes physically or mentally
disabled during the term of this Agreement, the Consultant shall be entitled to
receive any unpaid Base
3
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Compensation accrued through the date that this Agreement is terminated by
either party as the result of such disability and any bonus or portion thereof
granted by the Board of Directors and earned by the Consultant but remaining
unpaid on the date of termination plus any unpaid expense reimbursement.
7. Non-competition. During the term of this Agreement and for a period
of one year thereafter, the Consultant shall not, without the prior written
consent of the Board of Directors of the Company, directly or indirectly, own,
manage, operate, finance, join or control, or participate in the ownership,
management, operation, financing or control of, or be or become an officer,
director, employee, partner, principal, agent, representative, or consultant of,
or use or permit his name to be used in connection with, any business or
enterprise offering products or services that compete with the products and
services offered by the Company in the markets served by the Company.
Notwithstanding the foregoing, this Section 7 shall not be deemed to prohibit
the ownership by the Consultant of not more than one percent (1%) of the capital
stock of any corporation whose capital stock is publicly traded. If the
provisions of this Section 7 should be found by a court of competent
jurisdiction to exceed the time, geographic, product or other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum time, geographic, product or other limitations permitted by such
law.
8. Confidentiality. The Consultant shall not, during the term of his
engagement hereunder or at any time thereafter, unless specifically authorized
by a resolution of the Board of Directors of the Company, use or disclose to any
person or entity, any confidential or secret information with respect to the
business or affairs of the Company, or any of its affiliates, including any
information concerning customers or prospective customers of the Company or its
affiliates, unless such information becomes generally available to the public
(and only after it becomes so available). Consultant agrees that all
confidential and other information, data, and products, including software and
technical systems, and other property prepared, compiled or developed by
Consultant while retained by the Company hereunder shall be the property of the
Company. All files and records relating to the Company in Consultant's
possession shall be the property of the Company and shall be returned to the
Company upon termination of Consultant's engagement hereunder.
9. Equitable Relief. Consultant acknowledges and agrees that the
restrictions contained in Sections 7 and 8 of this Agreement are reasonable and
necessary to protect the legitimate business interests of the Company.
Consultant further acknowledges and agrees that any breach of any provision of
Section 7 or 8 hereof will cause immediate and irreparable injury to the
Company, and that the Company shall be entitled to injunctive relief to prevent
any actual or threatened such breach. This Section 9 shall not be construed in
such a manner as to prevent the Company from pursuing any other remedies
4
<PAGE>
in law or equity to which it may be entitled as the result of any such actual
or threatened breach.
10. Notices. All notices, consents, approvals, requests, instructions
and other communications required by or related to this Agreement shall be in
writing and shall be delivered personally or shall be sent by registered or
certified mail, return receipt requested, or by telex or facsimile transmission,
to the receiving party at the following address and communication numbers:
If to the Company: Securacom, Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Tel: (201) 930-9500
Fax: (201) 930-9007
If to the Consultant: Wirt D. Walker, III
6308 Long Meadow Road
McLean, Virginia 22101
Tel: (703) 356-5052
Fax:
11. Assignment. Neither party may assign its rights or obligations
hereunder without the prior written consent of the other party hereto.
12. Miscellaneous. (a) This Agreement sets forth the full and complete
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes any prior agreement, oral or written, between the parties
hereto with respect to the subject matter hereof.
(b) This Agreement may be amended or supplemented at any time only by
written instrument executed by both the Company and the Consultant.
(c) Each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law. Should any term
or provision of this Agreement be held invalid, illegal or unenforceable, the
remainder of this Agreement, including the application of such term to the
extent not invalid, illegal or unenforceable, shall not be affected thereby, and
this Agreement shall be interpreted as if such term or provision, to the extent
invalid, illegal or unenforceable, did not exist.
(d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware.
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(e) In the event of any litigation between the parties in connection
with this Agreement, the unsuccessful party to such litigation shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees,
which costs and expenses shall be included as part of any judgment rendered in
such litigation in addition to the other relief to which the successful party
may be entitled.
(f) No waiver of any provision of this Agreement by either party hereto
shall be effective unless executed in writing or constitute a waiver of any
other provision hereof.
(g) This Agreement may be executed and delivered, including execution
and delivery by facsimile transmission, in counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
(h) This Agreement shall inure to the benefit of and be binding upon
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of the parties hereto.
IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement on the dates set forth opposite their respective signatures below.
Securacom, Incorporated
By:
Date Ronald C. Thomas
President
Date Wirt D. Walker, III
6
Exhibit 10.5
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT AND CERTIFICATE
OF
LIMITED PARTNERSHIP
Dated as of November 14, 1995
<PAGE>
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
INDEX
ARTICLE I: Organization...............................................1
Sec. 1.01 Formation.........................................1
Sec. 1.02 Fiscal Year.......................................2
Sec. 1.03 Objects and Purposes..............................2
Sec. 1.04 Office............................................3
Sec. 1.05 Term..............................................3
ARTICLE II: Authority, Duties, Obligations and Liability of
General Partner............................................3
Sec. 2.01 Authority of the General Partner..................3
Sec. 2.02 Limitations on General Partner's Authority........4
Sec. 2.03 Responsibilities of the General Partner...........4
Sec. 2.04 Other Responsibilities of General Partner.........5
Sec. 2.05 Assignability.....................................5
Sec. 2.06 Investment Committee..............................5
Sec. 2.07 Administrative Fee................................6
Sec. 2.08 Performance Fee...................................6
ARTICLE III: Authority, Duties, Obligations and Liability of
Limited Partners............................................7
Sec. 3.01 Powers of Limited Partners.........................7
Sec. 3.02 Liability of Limited Partners......................7
<PAGE>
Sec. 3.03 Assignability.......................................7
ARTICLE IV: Capital Accounts...................................................7
Sec. 4.01 Capital Contributions...............................7
Sec. 4.02 Capital Accounts....................................8
Sec. 4.03 Partnership Percentages.............................8
Sec. 4.04 Certain Definitions.................................9
Sec. 4.05 Capital Accounts....................................9
Sec. 4.06 Interim Contributions..............................10
Sec. 4.07 Independent Accountant.............................11
Sec. 4.08 Valuation of Securities............................11
Sec. 4.09 Books of Account...................................11
Sec. 4.10 Bank Accounts......................................12
Sec. 4.11 Custodial Account..................................12
Sec. 4.12 Annual Reports.....................................12
Sec. 4.13 Interim Reports....................................13
ARTICLE V: Participation in Partnership Property.......................13
Sec. 5.01 Partner's Ownership of Partnership Property........13
Sec. 5.02 Drawings...........................................13
Sec. 5.03 Distributions......................................14
ARTICLE VI: Admission of New Limited Partners and Withdrawal
of Partners........................................14
Sec. 6.01 New Limited Partners...............................14
Sec. 6.02 Withdrawal of General Partner......................15
Sec. 6.03 Withdrawal, Death, etc. of Limited Partner.........15
ARTICLE VII: Termination of Partnership.......................................16
<PAGE>
Sec. 7.01 Termination........................................26
Sec. 7.02 Method of Distributions............................17
ARTICLE VIII: Miscellaneous Provisions........................................17
Sec. 8.01 Power of Attorney..................................17
Sec. 8.02 Amendment..........................................18
Sec. 8.03 General............................................18
Sec. 8.04 Filing of Tax Returns..............................19
Sec. 8.05 Notices............................................19
Sec. 8.06 Private Placement Fees.............................20
<PAGE>
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
OF
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT, made by and among the KuwAm Corporation, a Delaware
corporation, as the general partner ("General Partner"), and each of the persons
listed on Schedule A to this Agreement as limited partners (collectively, the
"Limited Partners" and, together with the General Partner, referred to as the
"Partners" or individually as a "Partner").
WHEREAS, the undersigned parties desire to form a limited partnership
for the purpose of investing and reinvesting in and holding various securities
and investments.
NOW, THEREFORE, in consideration of the mutual covenants and on the
terms and conditions contained herein, the parties agree as follows:
ARTICLE I
ORGANIZATION
1.01 Formation. The Partners hereby form a limited partnership, to do
business under the name of Special Situation investment Holdings, Ltd. (the
"Partnership") in accordance with the provisions of the District of Columbia
Limited Partnership Act.
1.02 Fiscal Year. The fiscal year of the Partnership shall begin on January
I of each year and shall end on December 31 of the following calendar year.
1.03 Objects and Purposes. The Partnership is organized for the purpose of
seeking capital appreciation through special situation investments in publicly
traded securities, short sales and private placements and to engage in all
activities and transactions as the General Partner may deem necessary or
advisable in connection therewith, including, without limitation:
<PAGE>
(a) to invest and trade in the securities and obligations, including
capital stock, warrants, bonds, notes, debentures and other securities (all such
items herein called "Securities"), of publicly held and freely traded United
States corporations, to sell securities short (up to, but in no event exceeding,
an amount equal to 30% of the Partnership's assets) and to cover such sales, and
to invest in Treasury bills and other obligations of the U.S. Government.
(b) to invest a portion of the Partnership's assets in private investment
transactions involving the Securities of U.S. corporations which may or may not
be publicly held or freely traded;
(c) to enter into, make and perform all contracts and other undertakings,
and engage in all activities and transactions, as may be necessary or advisable
to the carrying out of the foregoing objects and purposes.
1.04 Office. The principal office of the Partnership shall be at 2600
Virginia Avenue, N.W., Suite 900, Washington, D.C. 20037, or at such other place
or places as may be designated from time to time by the General Partner by
written notice to the Limited Partners.
1.05 Term. The Partnership shall commence upon the recording of the
Certificate of Limited Partnership in the District of Columbia and shall
continue for a period of thirteen full fiscal years, unless sooner terminated,
at any time, by decision of the General Partner. The Partnership's term may be
extended according to the provisions of Section 8.02 of this Agreement. The
Partnership shall dissolve in the event of the liquidation or bankruptcy of the
General Partner.
<PAGE>
ARTICLE II
AUTHORITY, DUTIES, OBLIGATIONS AND
LIABILITY OF GENERAL PARTNER
2.01 Authority of the General Partner. The management of the Partnership
shall be vested exclusively in the General Partner, who shall have the power by
itself on behalf of the Partnership to carry out any and all of the objects and
purposes of the Partnership set forth in Section 1.03 and to perform all acts
and enter into and perform all contracts and other undertakings which it may
deem necessary or advisable or incidental thereto, including, without
limitation, the power to open and conduct accounts with qualified investment
banking and brokerage firms. Trading authority on behalf of the Partnership is
vested exclusively in the General Partner.
2.02 Limitations on General Partner's Authority. Without the written
consent of all the Limited Partners, the General Partner shall not:
(a) trade on margin, borrow in the name of the Partnership or incur any
indebtedness on behalf of the Partnership;
(b) buy or sell futures, options, and/or commodity contracts;
(c) buy or sell real estate;
(d) purchase partnership interests of any kind;
(e) borrow from the Partnership.
2.03 Responsibilities of the General Partner. The General Partner shall use
its best efforts in connection with the purposes and objects of the Partnership
and shall devote to such purposes and objects such of its time and activity as
it shall deem necessary for management of the affairs of the Partnership. The
General Partner shall exercise ordinary care and diligence in managing the
affairs of the Partnership and shall
<PAGE>
be accountable to the Partnership as a fiduciary and shall exercise good faith
and integrity in handling the Partnership affairs. The General Partner shall not
be liable to the Partnership or to any other Limited Partners for any act or
omission performed or omitted by it in good faith.
2 .04 Other Responsibilities of General Partner. The General Partner shall:
(a) be solely responsible for all expenses incurred or to be incurred in
the organization and operation of the Partnership; transaction costs such as
brokerage commissions and custodial fees shall be borne by the Partnership;
(b) shall issue reports to the Limited Partners regarding the conduct of
the business of the Partnership as more fully set forth in Sections 4.11 and
4.12 hereof.
(c) shall maintain capital in the Partnership at all times during the life
of the Partnership, and shall not during the life of the Partnership withdraw
capital from the Partnership under the terms of Section 5.02 hereof at the end
of any fiscal year of the Partnership if such withdrawal would reduce the
General Partner's capital account to an amount less than its initial Capital
Contribution.
2.05 Assignability. The General Partner shall not sell or assign its
interest in the Partnership, but this limitation shall not prevent the General
Partner from merging into or with another company.
2.06 Investment Committee. The Partnership shall have an Investment
Committee, whose members shall be selected by the General Partner. The
Investment Committee shall be responsible for advising the General Partner on
matters of Partnership investment strategy, the recommendation of suitable
investments and changes in investment positions, and such other matters as the
General Partner may request, without, however, limiting in any way the sole
authority and responsibility of the General Partner for the
<PAGE>
making of all investment decisions. Members of the Investment Committee may be
replaced from time to time by the General Partner upon written notice thereof.
2.07 Administrative Fee. As of the first day of each quarter of each fiscal
year, the General Partner shall be paid a fee for its administration of the
affairs of the Partnership in an amount equal to 1/2 of 1% of the market value
of the Partnership's assets as of such date, which amount the General Partner is
hereby authorized to withdraw from the funds of the Partnership.
2.08 Performance Fee. At the end of each fiscal year of the Partnership,
the General Partner shall be paid a performance fee in an amount equal to 10% of
the capital appreciation for each fiscal year, which amount the General Partner
is hereby authorized to withdraw from the funds of the Partnership. Capital
Appreciation for each fiscal year shall be the difference between the value of
the Partnership's assets as of the last day of the fiscal year, as determined in
accordance with Section 4.08 of this Partnership Agreement, adjusted to reflect
accrued income and expenses, minus the sum of (i) the Partnership Capital as of
the first day of such fiscal year (which amount shall equal the Net Accrued
Value as of the last day of the prior fiscal year) plus (ii) the total Capital
Contributions received by the Partnership during such fiscal year minus (iii)
the total distributions made by the Partnership during such fiscal year.
ARTICLE III
AUTHORITY, DUTIES, OBLIGATIONS AND
LIABILITY OF LIMITED PARTNERS
3.01 Powers of Limited Partners. The Limited Partners shall take no part in
the conduct or control of the Partnership's business and shall have no authority
or power to act for or bind the Partnership. The Limited Partners shall
nevertheless retain all rights
<PAGE>
afforded to them by the District of Columbia Limited Partnership Act or
otherwise provided by this Agreement.
3.02 Liability of Limited Partners. No Limited Partner shall be liable for,
or bound by any obligations, losses, debts or liabilities of the Partnership in
excess of the amount contributed by him to Partnership capital.
3.03 Assignability. A Limited Partner may assign his interest in the
Partnership in whole or in part to any other person only with the prior written
consent of the General Partner.
ARTICLE IV
CAPITAL ACCOUNTS
4.01 Capital Contributions. Each Partner has, prior to the date hereof
paid, by way of contribution to the Partnership, cash having a value equal to
the aggregate amount set forth opposite such Partner's name in Schedule A hereto
("Capital Contribution" or "Capital Contributions"), and the other Partners
hereby acknowledge receipt by the Partnership of such contribution. Additional
Capital Contributions may be made by existing and new Partners as set forth in
Section 4.06(a) hereof.
4.02 Capital Accounts. There shall be established for each Partner on the
books of the Partnership a capital account (the "Capital Account") upon
admission to the Partnership. Each Partner's Capital Account shall be adjusted
to reflect additional Capital Contributions pursuant to Section 4.06 hereof,
distributions pursuant to Section 5.03 hereof, withdrawals and charges thereon
pursuant to Sections 2.07 and 5.02 hereof, and Net Gain or Net Loss (as both
terms are hereinafter defined) pursuant to Section 4.05 hereof, as of the
respective dates herein specified on which such events shall occur.
4.03 Partnership Percentages. At the beginning of each fiscal year, the
- -----------------------
<PAGE>
Partnership Percentage of each Partner for such fiscal year shall be determined
by dividing the amount of each Partner's Capital Account by the sum of the
Capital Accounts for all Partners for such fiscal year. The sum of the
Partnership Percentages shall equal 100 percent. The Partnership Percentages
shall be set forth in a schedule which shall be provided to the Limited
Partners.
4. 04 Certain Definitions. For purposes of this Agreement:
(a) the term "Net Gain" shall mean, with respect to any fiscal year or
Interim Period (as hereinafter defined), the excess, if any, of the net worth of
the Partnership (including unrealized appreciation of Securities) on the last
day of the fiscal year or Interim Period over the net worth of the Partnership
(including unrealized appreciation of Securities) on the first day of the fiscal
year or Interim Period,
(b) the term "Net Loss" shall mean, with respect to any fiscal year or
Interim Period, the excess, if any, of the net worth of the Partnership
(including unrealized appreciation of Securities) on the first day of the fiscal
year or Interim Period over the net worth of the Partnership (including
unrealized appreciation of Securities) on the last day of the fiscal year or
Interim Period,
(c) the term "Interim Period" shall mean any portion of a fiscal year,
immediately preceding the date on which any Partner makes an additional Capital
Contribution or a new Limited Partner is admitted to the Partnership in
accordance with Section 4.06 hereof.
4.05 Capital Accounts. At the end of each fiscal year or Interim Period the
Capital Account of each Partner for such fiscal year or Interim Period shall be
determined by adjusting the Capital Account of each Partner in the following
manner and order:
(a) Any Net Gain of the Partnership for such fiscal year or Interim Period
shall
<PAGE>
be credited to the Capital Account of each Partner in the proportion of such
Partner's Partnership Percentage, and
(b) Any Net Loss of the Partnership for such fiscal year or interim Period
shall be debited against the Capital Account of each Partner in the proportion
of such Partner's Partnership Percentage.
(c) The amount of any withdrawal made by any Partner in accordance with
Section 5.02 hereof, and any charge thereon pursuant to Section 5.02 hereof,
shall be debited to such Partner's Capital Account.
4.06 Interim Contributions.
(a) The General Partner shall allow additional Capital Contributions in
cash to be made to the Partnership by Partners. The General Partner may also
admit new Limited Partners to the Partnership in accordance with the provisions
of Section 6.01 hereof.
(b) If, other than on the first day of any fiscal year, (i) an additional
Capital Contribution is made to the Partnership, or (ii) a new Limited Partner
is admitted to the Partnership (either such date called the "Interim Date"),
each Partner's Partnership Percentage shall be recalculated, in accordance with
Section 4.03 hereof, for the remainder of the fiscal year or until another
Interim Date occurs in such fiscal year.
4.07 Independent Accountant. The accounts of the Partnership shall be
compiled as of each Interim Date as determined necessary by the General Partner
and shall be audited as of the close of each fiscal year by an independent
certified public accounting firm (the "Accountant") selected by the General
Partner. The final determination by the Accountant relating to accounting
matters of the Partnership shall be final and binding upon all Partners.
4.08 Valuation of Securities. For purposes of determining the value of the
assets
<PAGE>
of the Partnership, Securities which are listed on a national securities
exchange shall be valued at their last sales price on the date of determination,
or if no sales occurred on such day, at the mean between the "bid" and "asked"
prices on such day. Securities which are not so listed shall be valued at their
last closing "bid" prices if held "long" by the Partnership and their last
closing "asked" prices if held "short" by the Partnership. All other Securities
shall be assigned such value as the General Partner, with the advice of the
Investment Committee and review by the Partnership's independent certified
public accountants, may reasonably determine, and this determination shall be
final and conclusive as to all Partners and former Partners.
4.09 Books of Account. Proper books of account of the Partnership shall be
kept in accordance with generally accepted accounting principles, applied on a
consistent basis, by or under the supervision of the General Partner at the
principal place of business of the Partnership, and shall be open to inspection
by any Partner or his representative at any reasonable time.
4.10 Bank Accounts. The General Partner shall open and thereafter maintain
separate bank accounts in the name of the Partnership in which there shall be
deposited all the funds of the Partnership. Funds not belonging to the
Partnership shall not be commingled with funds of the Partnership and no funds
shall be withdrawn from any such account except for use in the business of the
Partnership.
4.11 Custodial Account. The General Partner shall open and maintain a
custodial account in the name of the Partnership with a major U.S. commercial
bank. Cash and all Securities of the Partnership will be held for safekeeping in
the Partnership's custodial account, except in instances where the Partnership
from time to time holds long and/or short positions in brokerage accounts, in
which case Securities may be held with
<PAGE>
investment banking or brokerage firms.
4.12 Annual Reports. Within forty-five days after the close of each fiscal
year, the General Partner shall prepare and mail to each Partner a written
report (the "Annual Report") including audited financial statements, setting
forth as of the end of such fiscal year:
(a) the assets and liabilities of the Partnership;
(b) the Net Gain or Net Loss of the Partnership for such year;
(c) such Partner's Year-End Capital Account for such year and the manner of
its calculation;
(d) any other information as may be necessary for such Partner's tax
purposes; and
(e) such Partner's Partnership Percentage for the succeeding fiscal year.
4.13 Interim Reports. The General Partner shall cause to be prepared and
delivered to each Partner a semiannual summary report of the Partnership which
shall include pertinent information which the General Partner may deem
appropriate.
ARTICLE V
PARTICIPATION IN PARTNERSHIP PROPERTY
5.01 Partner's Ownership of Partnership Property. Each Partner shall have
and own during any fiscal year an undivided interest in the Partnership equal to
that percentage which is his Partnership Percentage.
5.02 Drawings. Each Partner shall have the right in any fiscal year to
withdraw any amount out of his capital account as of the end of such fiscal year
upon at lease 30
<PAGE>
days' written notice prior to the end of such year stating the amount to be
withdrawn; provided, however, that the General Partner's drawing rights shall be
limited as set forth in Section 2.04(c) hereof, and provided further that, if
the amount to be withdrawn would reduce such Limited Partner's capital account
to an amount less than such Limited Partner's initial Capital Contribution, then
the General Partner may require such Limited Partner to terminate his interest
in the Partnership in the manner provided in Section 6.03(c) hereof. Any
withdrawal in accordance with this Section 5.02 shall be subject to a charge not
in excess of 1% of the amount of such withdrawal as the General Partner may
determine to cover costs of selling Securities in order to effect payment of
such withdrawal. Distribution of any amount withdrawn pursuant to this Section
5.02 shall be made within 30 days after the end of the fiscal year. Except as
set forth in this Section 5.02, no Partner shall be entitled to draw any amount
from his capital account other than upon his withdrawal as a Partner of the
Partnership.
5.03 Distributions. The General Partner, in its sole discretion, may make
distributions to the Partners from the assets of the Partnership in the
proportions of their Partnership Percentages.
ARTICLE VI
ADMISSION OF NEW LIMITED PARTNERS
AND WITHDRAWAL OF PARTNERS
6.01 New Limited Partners. The General Partner may admit one or more new
Limited Partners as of the first day of any fiscal year or Interim Period
subject to the condition that each such new Limited Partner shall execute an
appropriate supplement to
<PAGE>
this Agreement whereby he agrees to be bound by the terms and provisions hereof.
Admission of a new Limited Partner shall not be a cause for dissolution of the
Partnership.
6.02 Withdrawal of General Partner. The General Partner may not voluntarily
withdraw from the Partnership.
6.03 Withdrawal, Death, etc, of Limited Partner.
(a) A Limited Partner may voluntarily withdraw from the Partnership only on
the last day of any fiscal year upon at least 60 days prior written notice to
the Partnership, and his withdrawal shall be deemed to occur on said last day.
If a Limited Partner's interest in the Partnership is transferred pursuant to
his last will and testament or by operation of law, the General Partner may
consent to allow the recipient of such interest to continue after the end of the
fiscal year as a Limited Partner.
(b) The withdrawal, death, bankruptcy or adjudication of incompetency of a
Limited Partner shall not dissolve the Partnership. The legal representatives of
a Limited Partner shall succeed as assignee to the Limited Partner's interest in
the Partnership upon the death, bankruptcy, or adjudication of incompetency of a
Limited Partner, but shall not be admitted as a substituted Limited Partner
without the consent of the General Partner.
(c) In the event of the giving of notice of withdrawal by a Limited
Partner, or of the death, bankruptcy or adjudication of incompetency of a
Limited Partner, the interest of such Limited Partner shall continue at the risk
of the Partnership business until the last day of the fiscal year in which such
event takes place or the earlier termination of the Partnership. If the
Partnership is continued after the expiration of such fiscal year, such Limited
Partner or his legal representative shall be entitled to receive, within 30 days
after the end of such fiscal year, an amount equal to such Partner's Year-End
Capital Account for the fiscal year in which his voluntary or involuntary
withdrawal takes effect. The
<PAGE>
General Partner may in its discretion make distributions pursuant to this
Section 6.03 in cash or in Securities, or both. Any withdrawal shall be subject
to a charge not in excess of 1% of the amount thereof as the General Partner may
determine to cover the costs of selling Securities in order to effect payment of
such withdrawal.
ARTICLE VII
TERMINATION OF PARTNERSHIP
7.01 Termination. Upon termination of the business of the Partnership, the
General Partner shall make the following distributions out of Partnership
assets, in the following manner and order:
(a) to payment and discharge of the claims of all creditors of the
Partnership who are not Partners;
(b) to payment and discharge pro rata of the claims of all creditors of the
Partnership who are Partners; and
(c) to the Partners in proportion to their respective Capital Accounts as
of the date of the termination of the business of the Partnership. Any
distribution under this Section 7.01 shall be accompanied by a certified report
of the Accountant as of the date of termination, comparable to the Annual Report
required by Section 4.11 hereof.
7.02 Method of Distributions. Distributions by the Partnership to Partners
in accordance with Articles V, VI and VII of this Agreement shall be made in
cash or in Securities, or both, as the General Partner may, in its sole
discretion, determine.
<PAGE>
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01 Power of Attorney. Each of the Limited Partners does hereby constitute
and appoint the General Partner as his true and lawful representative and
attorney-in-fact, in his name, place and stead to make, execute, sign,
acknowledge, swear to and file:
(a) a Certificate of Limited Partnership of the Partnership and all
amendments thereto as may be required under the Limited Partnership Act of the
District of Columbia;
(b) any and all instruments, certificates, and other documents which may be
deemed necessary or desirable to effect the winding-up and termination of the
Partnership (including, but not limited to, a Certificate of Cancellation of the
Certificate of Limited Partnership);
(c) any business certificate, fictitious name certificate, amendment
thereto, tax return or other instrument or document of any kind necessary or
desirable to accomplish the business, purpose and objectives of the Partnership,
or required by any applicable federal, state or local law.
This power of attorney is coupled with an interest, is irrevocable, and
shall survive, and shall not be affected by, the subsequent disability,
incompetency, or death of any of the Limited Partners.
8.02 Amendment. This Agreement may be modified or amended at any time by a
writing signed by the General Partner and by Limited Partners who hold limited
partnership interests representing in the aggregate more than 50% of the capital
then in the Capital Accounts of all the Limited Partners. Without the specific
consent of each Partner affected thereby, no such modification or amendment
shall (i) reduce the Capital Account of any Partner or its rights of
contribution or withdrawal with respect thereto; or
<PAGE>
(ii) amend this Section. The General Partner, however, may amend Schedule A to
reflect changes validly made in the membership of the Partnership and the
Capital Contributions of the Partners.
8.03 General. This Agreement:
(a) shall be binding on the executors, administrators, estates, heirs,
legal successors and representatives of the Partners;
(b) shall be governed by, and construed in accordance with, the laws of the
District of Columbia;
(c) may be executed in several counterparts with the same effect as if the
parties executing the several counterparts had all executed one counterpart as
of the day and year first above written;
(d) represents the entire agreement and understanding between the parties
and supercedes all prior agreements and understandings relating to the subject
matter hereof; and
(e) if any portion of the Agreement shall be held invalid, the remainder of
the Agreement shall be considered valid and shall be construed in such a manner
as to accomplish the express intent of parties.
8.04 Filing of Tax Returns. The General Partner shall cause to be prepared
and filed a federal information tax return in compliance with Sections 6031 of
the Internal Revenue Code of 1986, and any required state and local tax and
information returns for each tax year of the Partnership. The General Partner is
designated as the "Tax Matters Partner" as referred to in Section 6231(a)(7) of
the Internal Revenue Code of 1954, as amended.
<PAGE>
8.05 Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified or registered, first class mail, postage
prepaid. All notices to the Partnership shall be addressed to: Special Situation
Investment Holdings, Ltd., 2600 Virginia Avenue, N.W., Suite 900, Washington,
D.C. 20037. All notices and reports addressed to a Limited Partner shall be
addressed to such Limited Partner at the address set forth in Schedule A. Any
Partner may designate a new address by written notice to that effect given to
the Partnership. Unless otherwise specifically provided in this Agreement, a
notice shall be deemed to have been given to the Partnership when received by
the Partnership and to have been given to a Partner when deposited in a Post
Office or a regularly maintained letter box, or when delivered in person.
8.06 Private Placement Fees. The General Partner may receive remuneration
in conjunction with the Partnership's investment in private placement
transactions in public or private corporations. Such remuneration will in no
case be paid from Partnership funds, but rather by the issuing corporation as
compensation to the General Partner for its efforts and expenses in sourcing,
structuring and securing such private placement transactions.
IN WITNESS WHEREOF, the undersigned have hereto set their hands and seals
as of the date first above written.
GENERAL PARTNER:
KUWAM CORPORATION
By: ___________________________________
Its President
<PAGE>
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
* * * *
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
* * * *
LIMITED PARTNER SIGNATURE PAGE
WITNESS/ATTEST: ________________________________
Print Name
- ------------------------------------ --------------------------------
Signature
Printed name and
address of person
witnessing or attesting: Address:
- ---------------------------------- ---------------------------------
- --------------------------------- ---------------------------------
- ---------------------------------- ---------------------------------
EXHIBIT 11
CALCULATION OF WEIGHTED AVERAGE SHARES
OUTSTANDING FOR NET INCOME (LOSS) PER SHARE
<TABLE>
<CAPTION>
MARCH 31,
1994 1995 1996 1996 1997
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
EARNINGS:
Net Income (Loss).................. $ (1,887,717) $ (1,767,692) $ (2,512,833) $ (356,623) $ 206,143
Interest on Paydown of Debt
Under Modified Treasury
Stock Method (1)................ -- -- -- -- 9,028
------------ ------------- ------------- ------------ -------------
Net Income (Loss) Applicable
to Common Stock................. $ (1,887,717) $ (1,767,692) $ (2,512,833) $ (356,623) $ 215,171
============ ============= ============= ============ =============
SHARES:
Weighted Average Number
of Common Shares
Outstanding..................... 3,395,831 3,811,502 4,305,745 3,970,047 4,434,140
Additional Shares Under
Treasury Stock Method
from Warrants Issued 12
Months Prior to 5/1/97.......... 252,822 252,822 217,276 252,822 --
Additional Shares Under
Modified Treasury Stock
Method for Warrants (1)......... -- -- -- -- 671,134
Average Common Shares
Outstanding and Equivalents.....
3,648,653 4,064,324 4,523,021 4,222,869 5,105,274
============ ============= ============= ============ =============
Earnings (Loss) Per Share.......... $ (0.52) $ (0.43) $ (0.56) $ (0.08) $ 0.04
============ ============= ============= ============ =============
</TABLE>
(1) Excluded from computation in 1994, 1995 and 1996 and March 31, 1996 as the
effect is antidilutive.
Exhibit 23.1
We have issued our report dated March 12, 1997 accompanying the financial
statements and schedule of Securacom Incorporated contained in the Registration
Statement and Prospectus. We consent to the use of the aforementioned report in
the Registration Statement and Prospectus, and to the use of our name as it
appears under the caption "Experts".
GRANT THORNTON LLP
Parsippany, New Jersey
May 1, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation of our report dated June 3, 1996 on the
financial statements of Securacom, Incorporated as of December 31, 1995 and for
each of the two years then ended which is included in this Form S-1 of
Securacom, Incorporated, and to the reference of our Firm under the caption
"Experts" in the Form S-1 which is expected to be filed on or about April 30,
1997.
AMPER, POLITZINER & MATTIA
May 2, 1997
Edison, New Jersey
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Securacom, Incorporated, a
corporation organized under the laws of the State of Delaware (the
"Corporation"), and the undersigned officers and directors of the Corporation,
individually and in their respective capacities indicated below, hereby make,
constitute, and appoint Michael Joseph and John F. Kearney its and their true
and lawful attorneys, their separate or joint signatures sufficient to bind,
with power of substitution, to execute, deliver, and file in its or their
behalf, and in each person's respective capacity or capacities as shown below, a
registration statement on Form S-1 under the Securities Act of 1933, any and all
documents in support of or supplemental to said registration statement, any and
all amendments thereto with respect to the initial public offering of shares of
Common Stock by the Corporation, and a registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities
Act; and the Corporation and each said person hereby grant to said attorneys
full power and authority to do and perform each and every act and thing
whatsoever as any one of said attorneys may deem necessary or advisable to carry
out the full intent of this Power of Attorney to the same extent and with the
same effect as the Corporation or the undersigned officers and directors of the
Corporation might or could do personally in its or their capacity or capacities
as aforesaid; and the Corporation and each of said persons hereby ratify,
confirm, and approve all acts and things that any one of said attorneys may do
or cause to be done by virtue of this Power of Attorney and its signature or
their signatures as the same may be signed by any one of said attorneys to said
registration statement and any and all documents in support of or supplemental
to said registration statement and any and all amendments thereto.
Dated as of April 30, 1997.
Securacom, Incorporated
Attest:/s/ ELIZABETH SCHMITT By: /s/ RONALD C. THOMAS
Elizabeth Schmitt Ronald C. Thomas
Secretary President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ RONALD C. THOMAS /s/ LARRY M. WEAVER
Ronald C. Thomas Larry M. Weaver
President, Chief Executive Officer and Director Senior Vice President, Chief
(Principal Executive Officer) Operating Officer and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ WIRT D. WALKER, III /s/ WIRT D. WALKER, III U/P/A
Wirt D. Walker, III Mishal Yousef Saud Al Sabah
Chairman Director
/s/ MARVIN P. BUSH /s/ ROBERT B. SMITH, JR.
Marvin P. Bush Robert B. Smith, Jr.
Director Director
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 MAR-31-1997
<PERIOD-START> JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 MAR-31-1997
<EXCHANGE-RATE> 1 1
<CASH> 609,342 130,741
<SECURITIES> 0 0
<RECEIVABLES> 1,819,456 2,310,856
<ALLOWANCES> (42,000) (42,000)
<INVENTORY> 0 0
<CURRENT-ASSETS> 3,656,295 4,478,707
<PP&E> 992,466 992,466
<DEPRECIATION> (277,477) (308,166)
<TOTAL-ASSETS> 4,567,087 6,116,761
<CURRENT-LIABILITIES> 3,505,415 4,143,797
<BONDS> 2,541,000 3,189,500
0 0
0 0
<COMMON> 44,341 44,341
<OTHER-SE> (1,640,068) (1,371,925)
<TOTAL-LIABILITY-AND-EQUITY> 4,567,087 6,116,761
<SALES> 5,824,448 3,297,899
<TOTAL-REVENUES> 5,824,448 3,297,899
<CGS> 4,416,386 2,326,223
<TOTAL-COSTS> 4,416,386 2,326,233
<OTHER-EXPENSES> 3,700,698 645,656
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 241,716 127,276
<INCOME-PRETAX> (2,512,833) 206,143
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,512,833) 206,143
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,512,833) 206,143
<EPS-PRIMARY> (0.56) 0.04
<EPS-DILUTED> 0 0
</TABLE>
