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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Home Security International, Inc.
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(Name of Issuer)
Common Stock, Par Value $.001 per share
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(Title of Class of Securities)
437333 10 7
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(CUSIP Number)
Bradley D. Cooper, 28 Coronation Ave., Mosman, NSW 2088 Australia
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Phone: 917 841 8635
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 15, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 pages
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SCHEDULE 13D
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CUSIP NO. 437333 107 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bradley D. Cooper
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not Applicable
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF,OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) OR (e) [_]
Not Applicable
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Australia
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NUMBER OF SOLE VOTING POWER
7
SHARES 250,000
BENEFICIALLY -------------------------------------------------------------
SHARED VOTING POWER
OWNED BY 8
Not Applicable
EACH -------------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9
250,000
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Not Applicable
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
250,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[_]
12
Not Applicable
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
5%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
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The title and class of equity securities to which this amendment to
statement on Schedule 13D relates is the Common Stock, par value $.001 per share
(the "Shares"), of Home Security International, Inc. (the "Company"). The
address of the principal executive offices of the Company is Level 7, 77 Pacific
Highway, North Sydney, NSW 2060 Australia.
Item 2. Identity and Background.
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(a) Name: Bradley D. Cooper in his individual capacity.
(b) Residence or Business Address: Mr. Cooper's residence address is
28 Coronation Avenue, Mosman NSW 2088, Australia.
(c) Mr. Cooper is the Chairman of the Board of Directors and Chief
Executive Officer of Home Security International, Inc., which is principally in
the home security business. The principal address of Home Security
International, Inc. Level 7, 77 Pacific Highway, North Sydney, NSW 2060
Australia.
(d) During the past five years, Mr. Cooper has not been convicted in a
criminal proceeding.
(e) During the last five years Mr. Cooper has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of any such proceeding was not and is not subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration.
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Prior to commencement of the initial public offering, Mr. Cooper
purchased 250,000 shares of common stock of Home Security International, Inc. at
$10.00 per share and secured by the shares purchased. Mr. Cooper paid 5% by cash
with the remaining 95% to be paid through a five-year promissory note payable to
Home Security International, Inc. (Such promissory note is attached hereto as
Exhibit A)
Item 4. Purpose of the Transaction.
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Acquisition of additional securities.
Item 5. Interest in the Securities of the Issuer.
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(a) Following the transactions described in Item 3, Mr. Cooper holds
250,000 Shares or approximately 5% of the outstanding Shares of the Company.
(b) Mr. Cooper has sole disposition and voting power with respect to
the 250,000 Shares described above.
(c) Not applicable.
(d) and (e): Not applicable.
Item 6. Contracts, Arrangements, Understandings or relationships with Respect
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to Securities of the Issuer.
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Not applicable.
Page 3 of 4
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Item 7. Material to be Filed as Exhibits.
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Attached hereto as Exhibit A is a Promissory Note from Bradley D.
Cooper payable to Home Security International, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 15, 1997
/s/ Bradley D. Cooper
__________________________________
Bradley D. Cooper
Page 4 of 4
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EXHIBIT 10.10
PROMISSORY NOTE
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June ___, 1997
Five (5) years from the date of this Note ("Date"), for value received,
BRADLEY D. COOPER ("Debtor") promises to pay to the order of HOME SECURITY
INTERNATIONAL, INC. ("HSI"), in lawful money of the United States, the Principal
Sum. This Note shall bear interest at the rate of 7% per year compounded
semi-annually. Interest accrued under this Note shall be due and payable
semi-annually commencing on a date 6 months after Date and continuing thereafter
on a semi-annual basis until maturity. The principal and interest on this note
shall be payable at Level 7, 77 Pacific Highway, North Sydney, N.S.W. 2060,
Australia, or at such other place as HSI may otherwise direct in writing.
Principal Sum. The term "Principal Sum" shall mean the purchase price of the
250,000 shares of HSI Common Stock to be purchased by Debtor prior to the
commencement of the initial public offering of 3,000,000 shares of HSI Common
Stock ("Purchase Price"), less the cash payment of 5% of the Purchase Price paid
to HSI by Debtor as of the Date. The Purchase Price shall be determined by
multiplying 250,000 by the initial public offering price as determined by the
representative of the underwriters, National Securities Corporation, and the
Pricing Committee of HSI and FAI Home Security Holdings Pty Ltd on the pricing
date of HSI's initial public offering.
Note Secured by Shares. Debtor will deposit with HSI, as collateral for payment
of the Principal Sum, certificates for 250,000 shares of HSI Common Stock with
endorsed stock powers ("Collateral"). Should any part of Collateral be offered
for sale in satisfaction of Debtor's obligations under this Note and should HSI
become the purchaser Debtor waives and releases all rights of redemption in and
to such Collateral. Notwithstanding anything to the contrary stated herein,
HSI's sole recourse for the payment of the Principal Sum shall be the
Collateral; provided, however, that HSI shall have full recourse against Debtor
for the payment of interest accrued under the Note.
Prepayment. Debtor shall have the right to prepay the Obligation set forth in
this Note in whole or in part at any time without penalty. Prepayments shall
first be applied to accrued interest, and then to the remaining Principal Sum.
Compliance with Usury Laws. If, for any reason, the interest imposed upon
monies owing under the terms of this Note should be in excess of the amount
allowed by applicable law, then such excess monies shall not be deemed to be
usurious or interest, and shall be applied toward the reduction of
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principal to the extent principal monies are owed. Any excess over and above
principal monies owed shall be refunded to Debtor.
No Waivers by HSI. Debtor agrees that its liabilities hereunder are absolute
and unconditional without regard to the liability of any other party and that no
delay on the part of HSI in exercising any power or right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right.
Default. Any non-payment of interest or principal when due, that is not cured
within 10 calendar days of written notice of HSI to Debtor at Debtor's home
address in HSI records, shall be deemed a default under this Note, and thereby
entitling HSI to exercise all remedies under this Note, including exercising
control over the Collateral, in addition to any other remedies that may be
available to HSI.
Attorneys' Fees. If payment of any portion of this Note shall not be made when
due, and any action is brought to enforce collection, Debtor agrees to pay such
additional sum as attorney fees as the court in such action may adjudge
reasonable.
Construction; Jurisdiction. This Note shall be governed as to validity,
interpretation, construction, effect, and in all other respects by, and
construed in accordance with, the laws and decisions of the State of Delaware
("State"). Debtor hereby submits to personal jurisdiction within the State for
the enforcement of Debtor's obligation hereunder, and waives any and all
personal rights under the law of any other state to object to jurisdiction for
the purpose of litigation to enforce such obligation of Debtor.
Headings. All headings used herein are solely for the convenience of the
parties, are not part of this Note, and shall not be used for the interpretation
or determination of the validity of this Note or any provisions hereof.
IN WITNESS WHEREOF, Debtor, intending to be legally bound hereby, has
caused this Note to be duly executed the day and year first above written.
DEBTOR:
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Bradley D. Cooper
