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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, $0.001 par value per share
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(Title of Class of Securities)
437333107
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(CUSIP Number)
Paul Brown
International Home Security Investments Limited
c/o Alliance Investments S.A.M
Le Panorama Bloc AB
57 Rue Grimaldi
MC 98000 MONACO
011.377.92.16.51.91
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 1, 1999
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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 (S)240.13d-1(e), (S)240.13d-1(f) or (S)240.13d-1(g), check
the following box / /.
Note. Schedules filed in paper format shall include a signed original and five
copies, including all exhibits. See Rule 13d-7 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).
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SCHEDULE 13D
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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
International Home Security Investments Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
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SOLE VOTING POWER
7
NUMBER OF
960,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
960,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
960,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.0%
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TYPE OF REPORTING PERSON*
14
CO
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PAGE 3 OF 4 PAGES
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This Amendment No. 1 supplements and amends the initial statement on
Schedule 13D dated October 31, 1998 (the "Initial Statement") filed by the
reporting person, International Home Security Investment Limited. This
Amendment No. 1 is being filed to report that the number of shares of Common
Stock which the reporting person may be deemed to own has increased due to a
grant of warrants to purchase 200,000 shares of Common Stock to the reporting
person by the Issuer on October 1, 1999. This Amendment No. 1 supplements and
amends the Initial Statement only with respect to Items 3, 5, 6 and 7 as set
forth below. All other items are unchanged from the Initial Statement. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Initial Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Initial Statement is supplemented and amended by inserting
the following paragraph at the end thereof:
Pursuant to the Note, on October 1, 1999, the Issuer issued to the
reporting person an additional five year warrant to purchase 200,000 shares of
Common Stock at an exercise price of $13.00 per share. The warrant, attached
hereto as "Exhibit D", is immediately exercisable. This Warrant and the Warrant
described in the Initial Statement are referred to as (the "Warrant").
Item 5. Interest in the Securities of the Issuer.
Subparagraph (a)-(b) of Item 5 of the Initial Statement is hereby
supplemented and amended to read in its entirety as follows:
Pursuant to the Purchase Agreement and the Note, IHSI acquired beneficial
ownership of 960,000 shares of Common Stock (IHSI's beneficial ownership now
totals 15.0% of the total number of shares of Common Stock outstanding, based on
a total of 5,828,278 shares of Common Stock and the Warrant to acquire 560,000
shares of Common Stock outstanding on October 1, 1999). IHSI has the sole power
to vote and direct the vote and the sole power to dispose and direct the
disposition of such shares. IHSI beneficially owns 400,000 shares of Common
Stock and 560,000 shares of Common Stock issuable upon the exercise of the
Warrant. See Item 2 for information on the Control Persons.
Item 6. Contracts, Arrangements, Understandings or relationships with Respect
to Securities of the Issuer.
Item 6 is supplemented and amended by adding the following sentence to
the end thereof:
The terms of the Warrant dated October 1, 1999, attached as Exhibit D to
this Schedule 13D, are hereby incorporated herein by reference as though fully
set forth herein.
Item 7. Material to be Filed as Exhibits.
Item 7 is supplemented and amended by adding the following exhibit to the
end thereof:
4. "Exhibit D" is the Warrant dated as of October 1, 1999, issued by
the Issuer.
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PAGE 4 OF 4 PAGES
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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: October 28, 1999 International Home Security Investments Limited
By: /s/ Paul Brown
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Paul Brown, Director
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EXHIBIT D
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AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS
WARRANT CERTIFICATE NOR THE SHARES EXERCISABLE UPON THE EXERCISE HEREOF HAVE
BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE
SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER
THE ACT OR AN APPLICABLE EXEMPTION THEREFROM, UPON THE OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
HOME SECURITY INTERNATIONAL, INC.
Warrant to Purchase Common Stock
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This Warrant Certificate certifies that INTERNATIONAL HOME SECURITY
INVESTMENTS LIMITED, a British Virgin Islands company ("Holder"), is the
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registered holder of 200,000 warrants (the "Warrants") to purchase shares of
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Common Stock, U.S. $.001 par value per share (the "Shares"), of HOME SECURITY
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INTERNATIONAL, INC., a Delaware corporation (the "Company"), on the terms and
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subject to the conditions set forth below. Each Warrant entitles Holder, upon
exercise, to receive from the Company one share (the "Conversion Ratio") of
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fully paid, nonassessable Common Stock of the Company for U.S. $13.00 (the
"Warrant Exercise Price").
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DEFINITIONS
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SECTION I. Definitions. The following words and terms as used in this
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Warrant Certificate shall have the following meanings:
"Affiliate" means, with respect to a Person, any other Person that,
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directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such first Person.
"Board" means the Board of Directors of the Company.
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"Business Day" means a day other than a Saturday, a Sunday or a day on
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which banking institutions in the City of New York are authorized or obligated
by law or required by executive order to be closed.
"Common Stock", when used with reference to stock of the Company, means all
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shares now or hereafter authorized of any class of the common stock of the
Company.
"Convertible Securities" shall mean any securities issued by the Company
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after the date hereof which are convertible into, or exchangeable for, directly
or indirectly, shares of Common Stock.
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"Person" means a domestic or foreign individual or corporation,
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partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.
"SEC" means the Securities and Exchange Commission.
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"Securities Act" means the Securities Act of 1933, as the same may be
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amended from time to time, and the regulations thereunder.
"Trading Day" shall mean any day on which the American Stock Exchange is
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open for trading on a regular basis.
SECTION II. Termination of Warrants. All of the Warrants evidenced by
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this Warrant Certificate shall be fully vested and exercisable as of the date
hereof. The Warrants represented by this Warrant Certificate may not be
exercised after 5:00 p.m., Chicago, Illinois local time, on the fifth
anniversary of the date hereof (October 1, 2004) and, to the extent not
exercised on or before 5:00 p.m., Chicago, Illinois, local time, on such date,
such Warrants shall become void.
SECTION III. Exercise of Warrant. Subject to the terms and conditions
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hereof, the Warrants may be exercised by Holder, at any time after the date
hereof, in blocks of not less than twenty five thousand (25,000) shares, by (i)
delivery of a written notice to the Company, in the form of the Subscription
Notice attached as Exhibit A hereto, (ii) payment by Holder to the Company of an
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amount equal to the Warrant Exercise Price times the number of Warrants so
exercised (plus any applicable issue or transfer taxes) in cash or by certified
or official bank check in immediately available funds, (iii) the surrender of
this Warrant Certificate, properly endorsed, at the principal office of the
Company (or at such other agency or office of the Company as the Company may
designate by notice to Holder) and (iv) delivery to the Company by Holder of a
letter in the form of Exhibit B hereto, provided however, that Holder may not
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exercise any portion of the Warrants more than twice in any calendar quarter
without the prior written consent of the Chief Executive Officer of the Company,
which shall not be unreasonably withheld. Upon the Business Day following each
exercise of Holder's rights to purchase Shares, Holder shall be deemed to be the
holder of record of the Shares issuable upon such exercise, notwithstanding that
the transfer books of the Company shall then be closed or certificates
representing such Shares shall not then have been actually delivered to Holder.
As soon as practicable after each such exercise of this Warrant, the Company
shall issue and deliver to Holder a certificate or certificates for the Shares
issuable upon such exercise, registered in the name of Holder or its designee.
If, at the time of exercise, Holder has not elected to exercise all Warrants
that have not already been previously exercised pursuant to the terms of this
Warrant Certificate, upon the Company's receipt of each of the documents
referred to in this Section III, in addition to the issuance of a stock
certificate representing the Shares, including any legends restricting the
transfer of such Shares under the Securities Act, issuable upon exercise of the
Warrants, the Company shall issue a new Warrant Certificate to Holder, on the
same terms as set forth herein, representing the number of Warrants that have
not been previously exercised. Fractional shares of Common Stock shall not be
issued upon the exercise of the Warrants. In lieu thereof, the Company shall
pay Holder cash in an amount equal to such fractional share interest multiplied
by the closing price of a share of Common Stock as of the date of exercise.
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SECTION IV. Covenants as to Common Stock. The Company covenants and
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agrees that all Shares which may be issued upon the exercise of any Warrant
represented by this Warrant Certificate will, upon issuance and payment of the
Warrant Exercise Price applicable to such Shares, be validly issued, fully paid
and nonassessable. The Company further covenants and agrees that during the
period within which the any portion of this Warrant Certificate may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock to provide for the exercise of the
entire outstanding portion of this Warrant Certificate and that the par value of
said Shares will at all times be less than or equal to the applicable Warrant
Exercise Price.
SECTION V. Reorganization, Reclassification, Issuance of Additional Shares
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of Common Stock, Etc. (a) In case of any capital reorganization, or of any
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reclassification of the capital stock, of the Company (other than a change in
par value or from par value to no par value or from no par value to par value or
as a result of a split-up or combination) or in case of the consolidation or
merger of the Company with or into any other corporation or entity (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in the Common Stock being changed into or exchanged for
stock or other securities or property of any other person), or of the sale of
the properties and assets of the Company as, or substantially as, an entirety to
any other corporation, this Warrant Certificate shall, after such capital
reorganization, reclassification of capital stock, consolidation, merger or
sale, entitle Holder to purchase the kind and number of shares of stock or other
securities or property of the Company, or of the corporation or entity resulting
from such consolidation or surviving such merger or to which such sale shall be
made, as the case may be, to which the holder hereof would have been entitled if
it had held the Common Stock issuable upon the exercise hereof immediately prior
to such capital reorganization, reclassification of capital stock,
consolidation, merger or sale, and in any such case appropriate provision shall
be made with respect to the rights and interests of Holder hereunder to the end
that the provisions hereof (including, without limitation, provisions for
adjustment of the number or class of shares purchasable upon the exercise of
this Warrant Certificate) shall thereafter be applicable, as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of the rights represented hereby. The Company shall not effect
any such consolidation, merger or sale, unless prior to or simultaneously with
the consummation thereof the successor corporation or entity (if other than the
Company) resulting from such consolidation or merger or the corporation or
entity purchasing such assets shall assume by written instrument executed and
mailed or delivered to Holder at the address of Holder appearing on the books of
the Company, the obligation to deliver to Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, Holder may
be entitled to purchase.
SECTION VI. Antidilution Provisions. (a) The Conversion Ratio shall be
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subject to adjustment from time to time as provided in this Section VI. For
purposes of this Section VI, the term "Common Stock" includes the Shares and any
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other class of equity interest in the Company having no preference over the
Shares as to distributions which may be authorized in the future by an amendment
to the Company's Certificate of Incorporation. (b) In case the Company shall,
at any time after the date this Warrant Certificate was first issued, with
respect to all of the holders of its outstanding Common Stock (i) declare a
dividend on the outstanding Common Stock payable in shares or rights to acquire
shares of its Common Stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, or
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(iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation but excluding the
events set forth in Section V hereof or the issuance of shares of Common Stock
by the Company in connection with a merger when the Company is the surviving
corporation of the merger and no such reclassification of the Common Stock has
occurred), then, in each case, the Conversion Ratio and the number of Shares
issuable upon exercise of this Warrant Certificate in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination, or reclassification, shall be proportionately adjusted so that
Holder after such time shall be entitled to receive the aggregate number and
kind of Shares which, if this Warrant Certificate had been exercised immediately
prior to such time, it would have owned upon such exercise and been entitled to
receive by virtue of such dividend, sub-division, combination, or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur. (c) Irrespective of any adjustments in the Conversion
Ratio, the Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in this Warrant
Certificate. (d) Whenever the Company issues an announcement to the public, or
otherwise communicates with the Company's stockholders with respect to any event
which will result in an adjustment as provided for in Section V or VI hereof,
the Company shall promptly cause written notice thereof to be sent by
internationally recognized overnight courier to Holder, at its address as it
shall appear in the records of the Company, which notice shall be accompanied by
an officer's certificate setting forth the adjusted Conversion Ratio and the
number of Shares purchasable upon the exercise of this Warrant after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment and the computation thereof, which officer's certificate shall be
conclusive evidence of the correctness of any such adjustment absent manifest
error.
SECTION VII. Taxes. The Company shall not be required to pay any tax or
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taxes payable by Holder and attributable to the initial issuance of shares of
Common Stock upon any exercise, in whole or part, of this Warrant Certificate.
SECTION VIII. Warrant Holder Not Deemed a Shareholder. No holder, as
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such, of this Warrant Certificate shall be entitled to vote or receive dividends
or be deemed the holder of shares of the Company for any purpose, nor shall
anything contained in this Warrant Certificate be construed to confer upon the
holder hereof, as such, any of the rights of a shareholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance of record to the
holder of this Warrant Certificate of the Shares which he is then entitled to
receive upon the due exercise of this Warrant Certificate.
SECTION IX. No Limitation on Corporate Action. No provisions of this
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Warrant and no right or option granted or conferred hereunder shall in any way
limit, affect or abridge the exercise by the Company of any of its corporate
rights or powers to recapitalize, amend its Certificate of Incorporation,
reorganize, consolidate or merge with or into another corporation, or to
transfer, all or any part of its property or assets, or the exercise or any
other of its corporate rights and powers. Notwithstanding the foregoing, the
Company agrees that until all the Shares have been registered pursuant to an
effective registration statement filed with the SEC, or sold pursuant to Rule
144 under the Securities Act or otherwise, it shall keep current in filing all
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reports, statements, and other materials required to be filed with the SEC (each
an "SEC Report") to permit holders of the Shares to sell such securities under
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Rule 144. For purposes of this Section IX, the Company shall be deemed to be
current if it is granted an extension to file any SEC Report by the SEC and the
Company subsequently files such SEC Report within the permitted extension
period, provided however, that the Company shall not be deemed to be current if
it is granted more than two such extensions in any twelve month period.
SECTION X. Not Transferable. This Warrant Certificate and the Warrants
----------------
represented hereby are not transferable to any other Person, without the prior
written consent of the Company, which shall not be unreasonably withheld;
provided, however, that Holder may, without the prior consent of the Company,
transfer this Warrant Certificate and the Warrants represented hereby, or any
portion thereof, to an Affiliate of Paul Brown.
SECTION XI. Lost, Stolen, Mutilated or Destroyed Warrant Certificate. If
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this Warrant Certificate is lost, stolen, mutilated or destroyed, the Company
shall, on such term as to indemnity or otherwise as it may in its discretion
impose (which shall, in the case of a mutilated Warrant Certificate, include the
surrender thereof), issue a new Warrant Certificate of like denomination and
tenor as the Warrant Certificate so lost, stolen, mutilated or destroyed. Any
such new Warrant Certificate shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or
destroyed Warrant Certificate shall be at any time enforceable by anyone.
SECTION XII. Notices. All notices and other communications under this
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Warrant Certificate shall (a) be in writing, (b) be sent by (i) registered or
certified mail, postage prepaid, return receipt requested, (ii) telecopier, or
(iii) delivered by hand, (c) be given at the following respective addresses and
telecopier and telephone number and to the attention of the following persons:
if to the Company at:
Home Security International, Inc.
7/77 Pacific Highway
North Sydney, NSW 2060
Australia
Attention: Mark Whitaker, Chief Financial Officer
Telecopier No.: 61 2 9936 2355
with a copy to:
D'Ancona & Pflaum
30 North LaSalle Street
Suite 2900
Chicago, Illinois 60602
Attention: Fernando R. Carranza, Esq.
Telecopier No.: (312) 580-0923
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if to Holder:
International Home Security Investments Limited
c/o Alliance Investments S.A.M.
Le Panorama Bloc AB
57 Rue Grimaldi
MC 98000 MONACO
Attention: Paul Brown
Telecopier No.: 377 93 25 25 83
With a copy to:
Neal, Gerber and Eisenberg
Two North LaSalle
Suite 2200
Chicago, Illinois 60602
Attention: William Holzman, Esq.
Telecopier No.: 312-269-1747
or at such other address or telecopier or telephone number or to the attention
of such other person as the party to whom such information pertains may
hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the third Business Day after
such communication is deposited in the mail, addressed as above provided, (ii)
if given by telecopier, when such communication is transmitted to the
appropriate number determined as above provided in this Section XII, (iii) if
given by hand delivery, when left at the address of the addressee addressed as
above provided, except that notices of a change of address, telecopier or
telephone number, shall not be deemed furnished until received.
SECTION XIII. Miscellaneous. (1) This Warrant Certificate and any term
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hereof may be changed, waived, discharged, or terminated only by an instrument
in writing signed by the party or holder hereof against which enforcement of
such change, waiver, discharge or termination is sought.
(2) The headings in this Warrant Certificate are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof
SECTION XIV. Governing Law. This Warrant Certificate shall be governed by
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and construed in accordance with the laws of the State of Delaware without
regard to its rules of conflicts of laws.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its duly authorized officers as of the 1/st/ day of October, 1999.
HOME SECURITY INTERNATIONAL, INC.
By: /s/ Mark Whitaker
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Name: Mark Whitaker
Title: Chief Financial Officer
ATTEST:
By: /s/ Arthur Don
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Name: Arthur Don
Title: Secretary
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EXHIBIT A
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SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IF HE DESIRES
TO EXERCISE THIS WARRANT
The undersigned hereby exercises the right to purchase __________ of the
Shares covered by this Warrant Certificate, dated October 1, 1999, according to
the conditions thereof and herewith makes payment of the Warrant Exercise Price
of such Shares, in full.
[HOLDER]
By: ____________________________
Name: __________________________
[Address]
Dated: ______________________
8
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EXHIBIT B
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Home Security International, Inc.
Attention: Chief Executive Officer
Re: Exercise of Warrant Certificate, dated October 1, 1999
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To whom it may concern:
In connection with the undersigned's purchase of Common Stock of Home
Security International, Inc. upon exercise of a Warrant Certificate therefor,
the undersigned confirms and agrees as follows:
1. The undersigned has sufficient knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of its prospective investment in the shares of Common
Stock.
2. The undersigned understands that it is purchasing the shares
of Common Stock pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or
any state securities or Blue Sky laws.
3. The undersigned is an "accredited investor" as defined in
Rule 501(a) of Regulation D under the Act.
4. The undersigned agrees that it will not offer, sell,
transfer or exchange such shares of Common Stock, except in accordance
with the registration requirements under the Act or pursuant to an
available exemption therefrom.
If administrative or legal proceedings are commenced or threatened in
connection with which this notice is or would be relevant, the undersigned
irrevocably authorizes Home Security International, Inc. to produce this notice
or a copy thereof to any interested party in such proceedings.
Date:_______________________
By: __________________________________
Name: _______________________________
9
