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As filed with the Securities and Exchange Commission on December 4, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
___________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________
HOME SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 98-0169495
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Level 7, 77 Pacific Hwy., North Sydney, NSW Australia 2060
(Address of Principal Executive Offices) (Zip Code)
1997 Non-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
("Directors' Plan")
50,000 Shares
1997 EMPLOYEES' STOCK OPTION PLAN
("Employees' Plan")
750,000 Shares
(Full title of the Plans)
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Mr. Bradley D. Cooper
Chief Executive Officer
1209 Orange St.
Wilmington, DE 19801-99
________________________________
Level 7
77 Pacific Hwy.
North Sydney, Australia
(Name and address of agent for service)
(312) 580-2354
(Telephone number, including area code, of agent for service)
Copy to:
Fernando R. Carranza
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, IL 60602
Telephone: (312) 580-2161
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.001 par value) 750,000 (1) $10.00 (4) $7,500,000 $2,085.00 (6)
Common Stock
($0.001 par value) 20,000 (2) $10.00 (4) $ 200,000 $55.60 (6)
Common Stock
(0$0.001 par value) 30,000 (3) $9.125 (5) $ 273,750 $76.10 (6)
Total Registration Fee: $2,216.70
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</TABLE>
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(1) The number of shares set forth to be registered is the aggregate
number already issued under the Employees' Plan and which could be
purchased upon exercise of all such options.
(2) The number of shares set forth to be registered is the aggregate
number of shares already issued under the Directors' Plan and which could
be purchased upon exercise of all such options.
(3) The number of shares set forth to be registered is the maximum
number of shares which could be purchased upon exercise of all such options
which may hereafter be granted under the provisions of the Directors' Plan.
(4) Represents the exercises prices of options granted under both the
Employees' Plan and the Directors' Plan.
(5) Estimated solely for purposes of calculating the registration fee
and based on the average high and low sale prices of the registrant's
Common Stock on December 2, 1998, as reported on the American Stock
Exchange.
(6) Registration Fee computed pursuant to Rule 457 (h)(1)
___________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The documents listed in (a) through (d) below are incorporated by reference
in this registration statement; and 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, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part thereof from the date
of filing of such documents:
(a) The registrant's annual report on Form 10-K for the fiscal year ended
June 30, 1998.
(b) The registrant's quarterly reports on Form 10-Q for the period ended
September 30, 1998.
(c) The description of the registrant's Common Stock contained in the
registration statement on Form 8-A dated June 20, 1997 filed under
Section 12 of the Securities Exchange Act of 1934, File No. 001-
14502, together with any amendment or report filed for the purpose of
updating such description.
(d) On October 7, 1998, the Company filed a Form 8-K to disclose its
October 1, 1998 acquisition of 100% of the issued and outstanding
stock of Integrrated International Home security limited ("IIHSL"), a
British Virgin Island company that owns 75.04% of the issued and
outstanding common stock of Ness Security Products Pty Ltd, an
Australian company, a leading designer and manufacturer of security
alarm products in Australia and the Company's sole supplier of its
SecurityGuard alarm. The Company shall file an amended 8-K on or
before December 14, 1998 which shall include the proforma financial
statements required under Item 7 of Form 8-K.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
The validity of the shares of Common Stock offered hereby will be passed
upon by D'Ancona & Pflaum, Chicago, Illinois. Mr. Arthur Don, Assistant
Secretary of the registrant and a partner of D'Ancona & Pflaum, beneficially
owns 200 shares of the registrant's common stock. Other partners at D'Ancona &
Pflaum beneficially own additional shares of the registrant's Common Stock,
which ownership is not material.
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Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 145 of the Delaware General Corporate Law authorizes a corporation,
under certain circumstances, to indemnify its directors and officers (including
reimbursement for expenses incurred). The Company's Articles of Incorporation
and By-Laws provide for indemnification to the fullest extent permitted by the
provisions of the Delaware statute.
The registrant maintains a directors' and officers' liability insurance
policy that, subject to the terms and conditions of the policy, insures the
registrant and its directors and officers against losses up to AUD $10,000,000
for any single claim in the aggregate subject to a certain retention per loss
arising from any wrongful act (as defined by the policy) of the registrant, or
one of its directors or officers in their capacity as a director or officer.
This retention is AUD $20,000 for claims made against the registrant, except for
claims made in the United States and Canada. If a claim is made against the
registrant's directors and officers, there is no retention except when the claim
is made in the United States or Canada, in which case the retention is AUD
$50,000. The policy reimburses the registrant for amounts which the registrant
lawfully indemnifies or is required or permitted by law to indemnify its
directors and officers. At December 2, 1998 US $1 = AUD $1.5850
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
Item 8. Consultants and Advisors
- --------------------------------
Not Applicable
Item 9. Exhibits.
- -----------------
See Exhibit Index immediately preceding exhibits.
Item 10. Undertakings.
- ----------------------
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, represents a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of
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prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any 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 (1)(i) and 1(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
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.
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 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.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on this 4th day of
December, 1998.
HOME SECURITY INTERNATIONAL, INC.
By: /s/ Bradley D. Cooper
-------------------------------
Bradley D. Cooper
Chief Executive Officer
Each person whose signature appears below appoints Bradley D. Cooper, Mark
Whitaker, and Dennis Puleo and each of them, as their true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her stead, in any capacities to sign this Registration
Statement on Form S-8 and any and all amendments, including post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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:
Signature Title Date
--------- ----- ----
/s/ Bradley D. Cooper
- ------------------------ Chief Executive Officer, and December 4, 1998
Bradley D. Cooper Director
/s/ Mark Whitaker
- ------------------------ Chief Financial Officer, Treasurer, December 4, 1998
Mark Whitaker and Executive Vice President of
Finance (Principal Financial and
Accounting Officer)
/s/ Steven Rabinovici
- ------------------------ Director December 4, 1998
Steven Rabinovici
/s/ Steven A. Rothstein
- ------------------------ Director December 4, 1998
Steven A. Rothstein
- ------------------------ Director December 4, 1998
Timothy M. Mainprize
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/s/ Dennis Puleo
- ----------------------- Director December 4, 1998
Dennis Puleo
/s/ Paul Brown
- ---------------------- Director December 4, 1998
Paul Brown
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Registrant's Articles of Incorporation, as amended, filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-
1 (Reg. No. 333-26399) as amended, filed with the Securities
and Exchange Commission on May 2, 1997 and hereby incorporated
by reference.
3.2 Registrant's By-Laws, as amended, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-
26399) as amended, filed with the Securities and Exchange
Commission on May 2, 1997 and hereby incorporated by
reference.
4.1 The 1997 Employee Stock Option Plan filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q dated September
30, 1997 and filed with the Securities and Exchange Commission
on November 14, 1997 and hereby incorporated by reference.
4.2 The 1997 Directors Stock Option Plan filed as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q dated September
30, 1997 and filed with the Securities and Exchange Commission
on November 14, 1997 and hereby incorporated by reference.
5.1 Opinion of D'Ancona & Pflaum.
24.1 Consent of Arthur Andersen
24.2 Consent of D'Ancona & Pflaum (contained in Exhibit 5.1).
25.1 Power of Attorney (included in Signature section of this
registration statement).
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December 4, 1998 Exhibit 5.1
Home Security International, Inc.
Level 7
77 Pacific Hwy.
North Sidney, NSW Australia 2060
Gentlemen:
We have acted as counsel for Home Security International, Inc. (the
"Company") in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and proposed sale of 800,000 shares of the
Company's common stock, $.001 par value ("Common Stock"), under the terms of the
stock option plans and agreements described in the Registration Statement (the
"Stock Option Plans").
In arriving at this opinion, we have examined the Company's Articles of
Incorporation, its By-Laws, the records of the corporate proceedings of the
Company authorizing the issuance and sale of the shares of Common Stock covered
by the Registration Statement, the Stock Option Plans and such other instruments
and documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that all necessary
corporate action for the authorization, reservation and issuance of the shares
of Common Stock to be offered and sold by the Company pursuant to the Stock
Option Plans has been taken; and that said shares of Common Stock are duly
authorized, and upon delivery of same to the participants under the Stock Option
Plans against payment therefor upon the terms set forth in the Stock Option
Plans, said shares of Common Stock will be validly issued, fully paid and non-
assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Arthur Don
-------------------
Arthur Don, Partner
TMB/FRC/AD
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Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the 1997 Non-Employee Directors' Stock Option
Plan and the 1997 Employees' Stock Option Plan of our report dated July 24,
1998, with respect to the consolidated financial statements and schedule of Home
Security International, Inc. included in its Annual Report (Form 10-K) for the
year ended June 30, 1998, filed with the Securities and Exchange Commission.
/s/ Arthur Andersen
Chicago, Illinois Arthur Andersen & Co.
[December 4, 1998]
