SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DETECTION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-0958589
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
130 PERINTON PARKWAY
FAIRPORT, NEW YORK 14450
716-223-4060
(Address, including zip code, and telephone number including
area code, of registrant's principal executive office)
______________________________________
Frank J. Ryan, Vice President
130 Perinton Parkway, Fairport, New York 14450
716-223-4060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________________
Copies of all communications to:
Justin P. Doyle, Esq.
Nixon, Hargrave, Devans & Doyle llp
Clinton Square, Suite 1300, Rochester, New York 14604
______________________________________
Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of this
Registration Statement as the Selling Shareholder shall
determine.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: ___
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, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box: _X__
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 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 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. ___
THE REGISTRATION 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.
CALCULATION OF REGISTRATION FEE
Title of Each Amount to Proposed Maximum Proposed Maximum
Class of Securi- be registered Offering Price Aggregate
ties to be share* Offering price*
Registered
Common shares 124,286 shares $20.375 $2,532,327
par value $.05
Title of Each Amount of
Class of Registration Fee
Securities to be
Registered
Common Shares $767.37
par value $.05
*Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average
of the high and low prices reported on November 1, 1996, as
reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-6.
PROSPECTUS DATED NOVEMBER 15, 1996
DETECTION SYSTEMS, INC.
124,286 Common Shares
Par Value of $.05 Per Share
This Prospectus relates to up to 124,286 shares of common stock
(the "Shares") of Detection Systems, Inc., a New York
corporation (the "Company"), all of which may be offered from
time to time by the selling shareholders named herein (the
"Selling Shareholders"). The Company will not receive any of
the proceeds from the sale of the Shares. The Shares, which are
restricted stock, are being registered as a result of agreements
pursuant to which the Company granted the Selling Shareholders
certain registration rights with respect to the Shares.
The Shares are traded on the Nasdaq Stock Market. The average
of the high and low prices of the Shares as reported on the
Nasdaq Stock Market on November 7, 1996 was $20.375 per share.
The Company will bear the costs relating to the registration of
the Shares, which are estimated to be approximately $7,250.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 15, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports and other
information with the Securities and Exchange Commission (the
"Commission") in accordance therewith. Such reports, proxy
statements, and other information filed by the Company are
available for inspection and copying at the public reference
facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
Commission's Regional Offices located at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such materials
may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and
information statements and other information regarding the
Company, the address of which is http://www.sec.gov. The
Company's Shares are listed on the Nasdaq Stock Market. In
addition to the addresses listed above, reports, proxy
statements, and other information concerning the Company can be
inspected at the offices of the Nasdaq Stock Market, 1735 K
Street, 2nd Floor, Washington, D.C. 20006.
This Prospectus constitutes a part of the Registration Statement
which the Company has filed with the Commission under the 1933
Act, with respect to the Shares. This Prospectus omits certain
of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and
related Exhibits thereto for further information with respect to
the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any documents are
not necessarily complete, and, in each instance, reference is
made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission, as they may have been amended, are incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
March 31, 1996.
2. The Company's Proxy Statement for its Annual Meeting held
August 20, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
5. The description of the Company's Common Stock contained in
Exhibit 4 to the Company's 1993 Annual Report on Form 10-K
(File No. 0-8125).
All documents filed by the Company pursuant to Sections 13(a),
13(c), and 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Shares offered hereby, as they may be amended,
shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof.
The Company undertakes to provide without charges to each person
to whom this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any and all of the
foregoing documents incorporated herein by reference (other than
exhibits to such documents which are not specifically
incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should
be directed to Ella D. Gardner, Controller, Detection Systems,
Inc., 130 Perinton Parkway, Fairport, New York 14450, telephone
number (716) 223-4060.
THE COMPANY
Detection Systems, Inc. designs, manufactures and markets
electronic detection, fire and access control and communication
equipment for the electronic protection industry.
SELLING SHAREHOLDERS
All of the Shares described in this Prospectus will be
beneficially owned immediately after registration by the holders
listed below ("Selling Securityholders").
Name of Selling Shares Owned Shares Shares Owned
Shareholders (1) Prior Offering Offered After
Offering(2)
- --------------- -------------- ------- ----------------
Chase Manhattan 32,000 32,000 -0-
Bank NA
Trustee for IBM
Corp. Retirement
Plan Trust Dtd
12/18/45
Bankers Trust 44,000 44,000 -0-
trustee for Chrysler
Corp. Emp #1 Pension
Plan Dtd 4/1/89
State Street Bank 28,000 28,000 -0-
Cust for GE Pension
Trust
The Equity Group Inc. 10,000(3) 10,000(3) -0-
919 Third Avenue
New York, NY 10022
Mellon Bank NA 8,000 8,000 -0-
trustee for NYNEX
Master Pension Trust
Dtd 1/1/84
Boston Safe Deposit & 2,286 2,286 -0-
Trust Co. for Thermo
Electron Corp Pension
Plan
(1)None of the Selling Securityholders held any office with the
Company during the last three years.
(2)All amounts are less than 1% of the issued and outstanding
shares of common stock of the Company.
(3)Represents shares which may be acquired upon exercise of a
warrant.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Securityholders
may be effected from time to time in one or more transactions on
The NASDAQ Stock Market, in special offerings, exchange
distributions and/or secondary distributions pursuant to and in
accordance with the applicable rules of the National Association
of Securities Dealers, Inc. ("NASD"), in the over-the-counter
market, in negotiated transactions (including, without
limitation, privately negotiated transactions), through the
writing of options on the Shares, or through the issuance of
other securities convertible into shares of the Shares (whether
such options or other securities are listed on an options or
securities exchange or otherwise), or a combination of such
methods of distribution, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or
at negotiated prices.
Any or all of the Shares may be sold from time to time to
purchasers directly by a Selling Securityholder. Sales of
Shares also may be made pursuant to Rules 144, 144A or 904 of
the Securities Act, provided that the requirements of such
rules, including, without limitation, any applicable holding
periods and manner of sale requirements, are met.
Alternatively, a Selling Securityholder may from time to time
offer any or all of the Shares through underwriters, dealers,
brokers or agents, including in transactions in which any such
underwriters, dealers, brokers or agents solicit purchasers, in
block transactions or in transactions in which any such
underwriters, dealers, brokers, or agents will attempt to sell
such shares of Shares as an agent but may resell such shares of
Shares as a principal pursuant to this Prospectus.
Any underwriters, dealers, brokers or agents participating in
the distribution of the Shares offered hereby may receive
compensation in the form of underwriting discounts, concessions,
commissions or fees from a Selling Securityholder and/or
purchasers of Shares for whom they may act as agents (which
compensation may be in excess of customary commissions). In
addition, a Selling Securityholder and any such underwriters,
dealers, brokers or agents that participate in the distribution
of Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any commissions
received by them and any profit on the resale of shares of the
Shares may be deemed to be underwriting compensation.
Additionally, the Selling Securityholders may pledge shares of
the Shares, and in such event agents or dealers may acquire the
shares of the Shares or interests therein, and may, from time to
time, effect distribution of shares of the Shares or interests
in such capacity.
At the time any underwritten or coordinated distribution of the
Shares is made, to the extent required, a supplement to this
prospectus will be distributed which will set forth the
aggregate number of shares of Shares being offered and the terms
of the offering, including the name or names of any
participating Selling Securityholders, underwriters, dealers or
agents, any discounts, commissions and other items constituting
compensation from the Selling Securityholders and any discounts,
commissions or concessions allowed or reallowed or paid to
dealers.
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In
certain states, the Shares may not be sold unless registered or
qualified for sale in such state or unless an exemption from
registration or qualification is available and such sale is made
in compliance with such exemption.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon
for Detection Systems, Inc. by Nixon, Hargrave, Devans & Doyle
llp, Clinton Square, Suite 1300, Rochester, New York 14604.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K as of
March 31, 1996 and 1995 and each of the three years in the
period ended March 31, 1996, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, offices, or persons
controlling the registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.
TABLE OF CONTENTS
Available Information 3
Incorporation of Certain Information by Reference 3
The Company 4
Selling Shareholders 5
Legal Matters 6
Experts 6
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 8
Information Not Required in Prospectus II-1
Signatures II-5
Index to Exhibits II-6
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be
borne by the registrant. Such expenses are estimated to be as
follows:
SEC Registration Fee $767
Accountant's Fees $1,000
Legal Fees $5,000
Miscellaneous $500
Total $7,267
Item 15. Indemnification of Directors and Officers
The New York Business Corporation Law (the "BCL") provides that
if a derivative action is brought against a director or officer
of a corporation, the corporation may indemnify him or her
against amounts paid in settlement and reasonable expenses,
including attorneys' fees incurred by him or her, in connection
with the defense or settlement of such action, if such director
or officer acted in good faith for a purpose which he or she
reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made
without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect
of any matter as to which such director or officer has been
found liable to the corporation. In a nonderivative action or
threatened action, the BCL provides that a corporation may
indemnify a director or officer against judgments, fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in defending such action
if such director or officer acted in good faith for a purpose
which he or she reasonably believed to be in the best interests
of the corporation.
II-2
Under the BCL, a director or officer who is successful, either
in a derivative or nonderivative action, is entitled to
indemnification as outlined above. Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of
the certificate of incorporation or the bylaws of a corporation
or, when authorized by such certificate of incorporation or
bylaws, pursuant to a shareholders' resolution, a directors'
resolution or an agreement providing for such indemnification.
The above is a general summary of certain provisions of the BCL
and is subject, in all cases, to the specific and detailed
provisions of Sections 721-725 of the BCL.
Article V, Section 2 of the Company's By-Laws contains
provisions requiring indemnification by the Company of its
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company or
of certain other entities in accordance with Sections 722-723 of
the BCL.
Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and
officer against liabilities, whether or not the corporation
would have the power to indemnify against such liabilities. The
Company maintains insurance coverage under which the directors
and officers of the Company are insured, subject to the limits
of the policy, against certain losses, as defined in the policy,
arising from claims made against such directors and officers by
reason of any wrongful acts as defined in the policy, in their
respective capacities as directors or officers.
The directors and officers of Detection Systems are entitled to
indemnification by each Selling Shareholder against any cause of
action, loss, claim, damage or liability to the extent it arises
out of or is based upon the failure of the Selling Shareholder
to comply with the Prospectus delivery requirements under the
federal securities law or any applicable state securities laws
or upon any untrue statement or alleged untrue statement or
omission or alleged omission made in this Registration Statement
and the Prospectus contained herein, as the same shall be
amended or supplemented, made in reliance upon or in conformity
with written information furnished to Detection Systems by such
Selling Shareholder or such underwriter.
II-3
Item 16. List of Exhibits
The Exhibits to this registration statement are listed in the
Index to Exhibits on page II-6.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may
be permitted to directors, officers and controlling persons of
the Registrant, 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 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 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 and
will be governed by the final adjudication of such issue.
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 material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act if 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.
II-4
(4) 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 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certified that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
Town of Perinton, State of New York on November 7, 1996.
DETECTIONS SYSTEMS, INC.
____________________________
s/Karl H. Kostusiak
Chairman and CEOr
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitute and appoints Karl H. Kostusiak and
Frank J. Ryan, and either of them, his attorney-in-fact, for him
in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute,
may 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.
Dated: November 7, 1996 s/Karl H. Kostusiak
Dated: November 7, 1996 s/David B. Lederer
Dated: November 7, 1996 s/Donald R. Adair
Dated: November 7, 1996 s/Mortimer B. Fuller III
Dated: November 7, 1996 s/Edward C. McIrvine
II-6
INDEX TO EXHIBITS
Exhibit No. Description Location
4.1 Certificate of Incorporation Incorporated by
reference to Exhibit 3(a)
to the registrant's
1993 Annual Report
on Form 10-K
4.2 By-laws Incorporated by
reference to Exhibit 3(b)
to the registrant's
1993 Annual Report
on Form 10-K
5 Opinion of Counsel re: legality Exhibit 5
1996 Annual Report to Shareholders (1)
23.1 Consent of Price Waterhouse LLP Exhibit 23
as Independent Accountants
23.2 Consent of Nixon, Hargrave,
Devans & Doyle LLP (2)
24 Power of Attorney II-5
(1) Incorporated by reference to the registrant's Report on
Form 10-K for the fiscal year ended April 30, 1996.
(2) Contained within Exhibit 5.
November 11, 1996
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
Gentlemen:
We have acted as counsel to Detection Systems, Inc. (the "Company") in
connection with the Registration Statement on Form S-3 filed by the Company
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the sale of up to 124,286 shares of Common
Stock of the Company, par value $.05 per share, by certain sellers named
therein.
We have examined the originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company, and such other documents, certificates
and corporate or other records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein, including (i) the Certificate of
Incorporation of the Company, as amended to the date hereof, (ii) the
By-Laws of the Company, as amended to the date hereof, (iii) copies of
certain resolutions duly adopted by the Board of Directors and shareholders
of the Company and (iv) the Registration Statement.
Based upon the foregoing, it is our opinion that the shares of Common Stock
have been duly authorized, and, after (a) the above-referenced Registration
Statement becomes effective with the Securities and Exchange Commission, and
(b) the Common Stock shall have been sold as described in the Registration
Statement and the consideration therefor shall have been received by the
Company, such shares of Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle LLP
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated June 27, 1996 appearing on page 24 of Detection Systems Inc.'s Annual
Report on Form 10-K/A for the year ended March 31, 1996. We also consent to
the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 20 of such Annual Report on Form 10-K/A.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PRICE WATERHOUSE LLP
Rochester, New York
November 14, 1996
