As filed with the Securities and Exchange Commission on October 27, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURACOM, INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 22-2817302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
(201) 930-9500
(Address of Principal Executive Offices and Zip Code)
Warrants to Purchase Common Stock
(Full title of the plan)
Ronald C. Thomas
President and Chief Executive Officer
Securacom Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Tel: (201) 930-9500
(Telephone number, including area code, of agent for service)
Copy to:
Michael Joseph, Esq.
Dyer Ellis & Joseph
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price aggregate offering registration fee
per share price
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................. 294,382(1) $2.834 $834,382 $253
- ---------------------------------- ------------------ -------------------- --------------------- ---------------------
</TABLE>
(1) Represents shares issuable upon the exercise of outstanding warrants to
purchase an aggregate of 294,382 shares of the Company's Common Stock
at a weighted average exercise price of $ 2.834 per share.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:
(a) The description of the registrant's Common Stock, $.01 par
value, incorporated by reference to the registrant's
Registration Statement on Form S-1, as amended, Commission
File No. 333-26439; and
(b) The registrant's prospectus pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, filed with the Commission
on October 2, 1997.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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
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<PAGE>
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 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Dyer Ellis & Joseph as to the legality of securities
being registered
10.1 Form of Warrant to Purchase Common Stock and Schedule of Warrant
Holders
23.1 Consent of Grant Thornton LLP
23.2 Consent of Amper, Politziner & Mattia
23.3 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
24.1 Power of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
(c) 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
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Woodcliff
Lake, New Jersey on the 27th day of October, 1997.
SECURACOM, INCORPORATED
By: *
Ronald C. Thomas
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the 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 October 27, 1997
Officer, and Director
(Principal Executive Officer)
*
Larry M. Weaver Executive Vice President, October 27, 1997
Chief Operating Officer and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
* Chairman and Director October 27, 1997
- --------------------------------------
Wirt D. Walker, III
Director October , 1997
Mishal Yousef Soud Al Sabah
Director October , 1997
Marvin Bush
* Director October 27, 1997
- --------------------------------------
Robert B. Smith, Jr.
</TABLE>
* /s/ MICHAEL JOSEPH
Michael Joseph
Attorney-in-Fact
6
Exhibit 5.1
October 27, 1997
Securacom, Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Ladies and Gentlemen:
We have acted as counsel for Securacom, Incorporated, a Delaware corporation
(the"Company"), in connection with the issuance and sale pursuant to the
Company's registration statement on Form S-8 (the "Registration Statement") of
up to an aggregate of 294,382 shares of its Common Stock, par value $0.01 per
share (the "Shares") that may be issued from time to time pursuant to certain
warrants to purchase Common Stock (the "Warrants"). Based upon our examination
of such corporate records and other documents and such questions of law as we
have deemed necessary and appropriate, we are of the opinion that the Shares
have been duly authorized and, when sold as provided in the Warrants, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Dyer Ellis & Joseph
Exhibit 10.1
FORM OF WARRANT
Void After
THIS WARRANT AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT
OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHER, SUCH TRANSFER IS
SUBJECT TO THE CONDITIONS SPECIFIED HEREIN AND NO TRANSFER OF SUCH SECURITIES
MAY BE CONSUMMATED UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
Securacom, Incorporated
Warrant for the Purchase of Common Stock
Securacom, Incorporated, a Delaware Corporation (the "Company") hereby
certifies that, for value received, (the "Holder") is entitled, subject to terms
set forth below, to purchase from the Company fully paid and nonassessable
shares of the Common Stock, $.01 par value per share (the "Common Stock"), of
the Company at a purchase price of $ per share (the "Per Share Purchase Price")
for a maximum aggregate purchase price of
($ ) (the "Aggregate Purchase Price"). The
Shares of the Common Stock purchasable hereunder are referred to as the "Warrant
Shares."
1. Exercise of Warrant
This Warrant may be exercised by the Holder of this Warrant by
surrendering it, together with the form of Subscription attached hereto, duly
completed and executed by the Holder, to the Company and upon payment for the
Warrant Shares prior to . If this Warrant is exercised in part, this Warrant
must be exercised for a number of whole shares of the Common Stock. Upon partial
exercise, the Company shall promptly issue and deliver to the Holder of this
Warrant a new Warrant or Warrants of like tenor for the unexercised portion
remaining subject to exercise prior to the expiration date set forth herein.
This Warrant will vest % per year over three years from and will be
cancelled prior to vesting in the event the Holder either resigns from the
Company or is terminated for justifiable cause.
2. Issuance of Certificates
As soon as practicable after full or partial exercise of this Warrant
and payment for the Warrant Shares, the Company will cause to be issued in the
name of and delivered to the Holder of this Warrant a certificate or
certificates for the number of full shares of Common Stock of the Company to
which such Holder shall be entitled upon such exercise.
<PAGE>
3. Protection Against Dilution
If this Warrant shall be exercised subsequent to any stock dividend,
split-up, recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization or liquidation of the Company occurring after
the date hereof as a result of which shares of any class shall be issued in
respect of outstanding shares of Common Stock (or shall be issuable in respect
of securities convertible into shares of Common Stock) or upon exercise of
rights (other than this Warrant) to purchase shares of the same or a different
number of shares of the same or another class or classes, this Warrant shall
evidence, for the aggregate price paid upon such exercise, the right to purchase
the aggregate number and class of shares exercised immediately before such stock
dividend, split-up, recapitalization, merger, consolidation, combination or
exchange of shares, separation, reorganization or liquidation.
Prior to the expiration of this Warrant, the Company will reserve and
keep available a sufficient number of shares of Common Stock to satisfy the
requirements of this Warrant. The Company will take all actions as may be
necessary to assure that all shares of capital stock issued upon exercise of
this Warrant will be duly and validly authorized and issued and fully paid and
nonassessable. The Company shall not be obligated to sell any shares of Common
Stock or other securities upon exercise of this Warrant if, at the time of such
exercise, such sale would violate any applicable laws or governmental rules or
regulations regarding sales of securities.
4. Notice
The Company shall give written notice by certified mail, return receipt
requested, to the registered Holder of this Warrant at the Holder's address
shown in the Company's books of stock dividend, distribution or subscription
rights, adjustment or readjustment of the Per Share Purchase Price or the number
of shares of Common Stock, or the date as of which the reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place. Such notice shall be mailed at least fifteen (15)
business days, prior to the first of the dates specified above.
5. Restrictions on Transfer - Legends
(a) The Warrant and the Common Stock that can be purchased upon its
exercise shall not be transferable unless the terms and conditions of this
Warrant have been strictly complied with. This Warrant shall bear the legend set
forth on the face hereof and each certificate of Common Stock issued upon its
exercise to the Holder or any subsequent transferee of any such certificate
shall be imprinted with the legends in substantially the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or
under the securities laws of any state, and such shares may
not be sold or transferred unless such sale or transfer is in
accordance with the registration requirements of the
Securities Act of 1933, as at the time amended, and the
appropriate state securities laws, or unless some other
exemption from the registration requirements of such Act and
State laws is available with respect thereto. The shares
represented by this Certificate are transferable only to the
Corporation or to the Shareholders of the Corporation unless
and until the Holder hereof
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shall have complied with all provisions of the Articles of
Incorporation, Bylaws and any applicable agreement with the
Corporation affecting the sale thereof, copies of which are on
file at the principal office of the Corporation."
(b) Until this Warrant is transferred on the books of the Company, the
Company may treat the registered Holder of this Warrant as the absolute owner of
this Warrant for all purposes, notwithstanding any notice to the contrary.
6. Amendment
This Warrant and any of its terms may be changed only by a written
instrument signed by the Company and the Holder.
7. Warrant Holder Not Shareholder
Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
8. Loss, etc., of Warrant
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor and denomination.
This Warrant shall be binding upon successors or assigns of the
Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and Chief Executive Officer and its corporate seal to be hereunto
affixed.
Date: Securacom, Incorporated
By:
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SCHEDULE OF WARRANT HOLDERS
Number of
Name Warrants Held
Allen, Willie J. Jr.......................................... 25,000
Giordano, Kathleen E......................................... 10,000
Lagow, R. Michael............................................ 25,000
Sander, Charles C............................................ 50,000
Thomas, Ronald C............................................. 159,382
Weinstein, Albert A.......................................... 25,000
11
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 12, 1997 accompanying the financial
statements and schedule of Securacom, Incorporated contained in the Registration
Statement on Form S-1 (File No. 333- 26439) incorporated by reference on Form
S-8. We consent to the incorporation by reference of the aforementioned report
in the Registration Statement on Form S-8.
GRANT THORNTON LLP
Parsippany, New Jersey
October 23, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Securacom, Incorporated
We hereby consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) and related Prospectus pertaining to the
Warrants to Purchase Common Stock of Securacom, Incorporated and to the
incorporation by reference therein of our report dated June 3, 1996, with
respect to the financial statements and schedules of Securacom, Incorporated,
incorporated by reference in its Prospectus as of December 31, 1995 and for each
of the two years then ended, filed with the Securities and Exchange Commission.
AMPER, POLITZINER & MATTIA
October 24, 1997
Edison, New Jersey
Exhibit 24.1
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-8 under the Securities Act of 1933, any and all
amendments to and any and all documents in support of or supplemental to said
registration statement by the Corporation; 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 October 27, 1997.
Securacom, Incorporated
<TABLE>
<CAPTION>
<S> <C>
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 Executive Vice President, Chief Operating Officer
(Principal Executive Officer) and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ WIRT D. WALKER III
Wirt D. Walker III Mishal Yousef
Chairman and Director Soud Al Sabah
Director
/s/ ROBERT B. SMITH, JR.
Marvin Bush Robert B. Smith, Jr.
Director Director
</TABLE>
