Registration No. 333-
As filed with the Securities and Exchange Commission on August 14, 1998
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
incorporation or organization) (IRS Employer 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)
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Karl H. Kostusiak, President
Detection Systems, Inc.
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)
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Copies of all communications to:
Justin P. Doyle, Esq.
Nixon, Hargrave, Devans & Doyle LLP
Clinton Square, Suite 1300
Rochester, New York 14604
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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. |_|
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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.
<PAGE>
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
Common Stock
$.05 par value 28,161 $8.3125 $234,088 $69.06
</TABLE>
*Inserted solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, as amended, and based upon the
average of the high and low trade prices for the registrant's Common Stock on
The Nasdaq Stock Market on August 11, 1998.
<PAGE>
PROSPECTUS
DETECTION SYSTEMS, INC.
28,161 Common Shares
Par Value of $.05 Per Share
This Prospectus relates to up to 28,161 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 shareholder named
herein (the "Selling Shareholder"). The Company will not receive any of the
proceeds from the sale of the Shares. The Shares, which are restricted stock,
are being registered pursuant to agreements in which the Company granted the
Selling Shareholder certain registration rights with respect to the Shares.
The common stock of the Company (the "Common Stock") is traded on The
Nasdaq Stock Market. The average of the high and low trade prices of the Common
Stock as reported on The Nasdaq Stock Market on August 11, 1998 was $8.3125 per
share. The Company will bear the costs relating to the registration of the
Shares, which are estimated to be approximately $4,569.
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 August 12, 1998.
<PAGE>
TABLE OF CONTENTS
Available Information ....................................... 2
Incorporation of Certain Information by Reference................. 2
The Company ....................................... 3
Selling Shareholder ....................................... 3
Plan of Distribution ....................................... 3
Legal Matters ....................................... 4
Experts ....................................... 4
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities................................ 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. In addition, such reports, proxy
statements and other information can be obtained from the Commission's web site
at http://www.sec.gov. Quotations relating to the Common Stock appear on The
Nasdaq Stock Market. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Shares offered hereby. This
Prospectus, which is a part of the Registration Statement, does not contain all
the information set forth in, or annexed as exhibits to, such Registration
Statement, certain portions of which have been omitted pursuant to rules and
regulations of the Commission. For further information with respect to the
Company and the Shares offered hereby, reference is hereby made to such
Registration Statement, including the exhibits thereto. Copies of such
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
prescribed fees, or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit 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. 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:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998, filed pursuant to Section 13 of the Securities Exchange Act of
1934 filed with the SEC on July 14, 1998;
(b) The Company's Proxy Statement relating to its 1998 Annual Meeting
of Stockholders filed with the SEC on July 20, 1998;
(c) The Form 12b-25 filed by the Company with the SEC on June 30, 1998;
(d) The Company's Quarterly Report Amendment on Form 10-Q/A for the
quarter ended September 30, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 filed with the SEC on August 11, 1998;
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(e) The Company's Quarterly Report Amendment on Form 10-Q/A for the
quarter ended December 31, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 filed with the SEC on August 11, 1998; and
(f) 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), including
any amendments or reports filed for the purpose of updating such description.
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. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed documents, which
also are incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The Company hereby undertakes to
provide, without charge, to each person, including any beneficial owner, to whom
a copy of this Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the information incorporated herein by
reference. Exhibits to any of such documents, however, will not be provided
unless such exhibits are specifically incorporated by reference into such
documents. The requests should be addressed to the Company's principal executive
offices: Attn: Secretary, 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 SHAREHOLDER
All of the Shares described in this Prospectus will be beneficially
owned immediately after registration by the holder listed below:
Name of Selling Shares Owned Shares Owned
Shareholder (1) Prior Offering Shares Offered After Offering(2)
Eibert Fjellman 28,161 28,161 -0-
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(1) The Selling Shareholder has not 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.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholder 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
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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 the Selling Shareholder. 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, the
Selling Shareholder 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 the
Selling Shareholder and/or purchasers of Shares for whom they may act as agents
(which compensation may be in excess of customary commissions). In addition, the
Selling Shareholder 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 Shareholder
may pledge the Shares, and in such event agents or dealers may acquire 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 being offered
and the terms of the offering, including the name or names of any participating
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholder 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 the
Company 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, 1998 and 1997 and
each of the three years in the period ended March 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said form 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, officers, or persons controlling the registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
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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.
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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 $ 69
Accountant's Fees 1,000
Legal Fees 3,000
Miscellaneous 500
----
Total $4,569
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.
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.
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Item 16. List of Exhibits
Exhibit
Number Description Location
4(a) Certificate of Incorporation Incorporated by
reference to Exhibit 3(a)
to the registrant's
1997 Annual Report
on Form 10-K
4(b) By-laws Incorporated by
reference to Exhibit 3(b)
to the registrant's
1997 Annual Report
on Form 10-K
5 Opinion of Counsel of Nixon, Hargrave Filed herewith
Devans & Doyle, LLP
23(a) Consent of PricewaterhouseCoopers LLP Filed herewith
as Independent Accountants
23(b) Consent of Nixon, Hargrave, Devans & Included in Exhibit 5
Doyle LLP
24 Power of Attorney Included on signature page
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.
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(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.
(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.
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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-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 August 12, 1998.
DETECTION SYSTEMS, INC.
/s/Karl H. Kostusiak
Karl H. Kostusiak
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Karl H. Kostusiak and
Frank J. Ryan, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his 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.
/s/Karl H. Kostusiak President and Director August 12, 1998
Karl H. Kostusiak (Principal Executive Officer)
/s/Frank J. Ryan Vice President and Secretary/Treasurer August 12, 1998
Frank J. Ryan (Principal Financial Officer)
/s/Christopher P. Gerace Chief Accounting Officer August 12, 1998
Christopher P. Gerace (Principal Accounting Officer)
/s/Donald R. Adair Director August 12, 1998
Donald R. Adair
/s/Mortimer B. Fuller III Director August 12, 1998
Mortimer B. Fuller, III
/s/David B. Lederer Director August 12, 1998
David B. Lederer
/s/Edward C. McIrvine Director August 12, 1998
Edward C. McIrvine
Exhibit 5
Nixon, Hargrave, Devans & Dolye LLP
Attorneys and Counselors at Law
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
(716) 263-1000
FAX: (716) 263-1600
August 12, 1998
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 28,161 shares of Common Stock of the
Company, par value $.05 per share, by a certain seller 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
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 and the Prospectus constituting part of this
Registration Statement of our report dated June 29, 1998, which appears as
Exhibit 13 of the Detection Systems, Inc. Form 10-K for the year ended March 31,
1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, New York
August 12, 1998
