<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
Detection Systems, Inc.
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(Name of Issuer)
Common Stock, $0.05 par value
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(Title of Class of Securities)
250644101
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(CUSIP Number)
November 2, 1998
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(Date of Event that requires filing of this Statement)
Tim D. Torno, Ultrak, Inc., Vice President Finance, 1301 Waters Ridge Drive,
Lewisville, Texas 75057, Telephone (972) 353-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [X]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP NO. 250644101 SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ultrak, Inc. (ULTK)
75-2626358
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a)
[ ] (b)
N/A
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK; WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e).
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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Number 7. SOLE VOTING POWER
of 1,277,000
shares
beneficially 8. SHARED VOTING POWER
owned 0
by
each 9. SOLE DISPOSITIVE POWER
reporting 1,277,000
person
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,000
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CUSIP NO. 250644101 SCHEDULE 13D
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
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14. TYPE OF REPORTING PERSON
CO
<PAGE> 4
CUSIP NO. 250644101 SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
This Schedule 13D (this "filing") relates to the common stock, $0.05 par value
("DETC Stock") of Detection Systems, Inc., a New York corporation ("Issuer").
The principal executive offices of the Issuer are located at 130 Perinton
Parkway, Fairport, New York 14450.
ITEM 2 IDENTITY AND BACKGROUND
(a) Ultrak, Inc. ("Ultrak") is a Delaware corporation. Attached as Exhibit 7-A
is a schedule of the executive officers and directors of Ultrak, including
their names, addresses and occupations.
(b) The principal offices of Ultrak are located at 1301 Waters Ridge Drive,
Lewisville, Texas 75057.
(c) The principal business of Ultrak is the design, manufacture, marketing and
provision of services for innovative electronic products and systems for
the security and surveillance, industrial and medical video, and
professional audio markets.
(d) During the last five (5) years, neither Ultrak nor any of the directors or
executive officers of Ultrak, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five (5) years, neither Ultrak nor its directors or
executive officers, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in or
subjecting such party or parties to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of the DETC Stock covered by this filing were purchased with
funds provided by an existing line of credit with NationsBank of Texas, N.A.,
(See, Exhibit 7-B), entered into in the ordinary course of business, as well as
working capital of Ultrak.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the instant transaction and the transactions reported on
Schedule 13G on March 20, 1998 as amended on July 28, 1998 and September 2,
1998 is to obtain and hold the DETC Stock primarily for investment purposes.
Ultrak is continuously reviewing all aspects of the Issuer's business and
financial condition, the market price of the DETC Stock, conditions in the
securities markets generally,
<PAGE> 5
CUSIP NO. 250644101 SCHEDULE 13D
and industry conditions. Ultrak may acquire additional shares of the DETC Stock
or sell a part or all of such stock, pursuant to applicable securities statutes
and regulations, depending upon circumstances existing from time to time.
Ultrak has no specific plans or proposals which would relate to or would result
in the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; any change in the present board
of directors or management of the Issuer; any material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's corporate structure; changes in the charter or by-laws or
instruments corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12
(g) (4) of the Securities Exchange Act; or any action similar to any of those
enumerated above; but Ultrak reserves the right to propose or undertake or
participate in any of the foregoing actions in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of DETC Stock beneficially owned by
Ultrak is 1,277,000 which is 20% of the DETC Stock reported to be
outstanding by the Issuer.
(b) Ultrak has sole voting and dispositive power over all 1,277,000 shares of
DETC Stock. None of the shares of DETC Stock held by Ultrak are subject to
shared voting or dispositive power.
(c) Ultrak filed Amendment 2 to Schedule 13G on September 2, 1998 regarding the
open market purchases, paid for within the last 60 days, of 307,059 shares
of DETC Stock on September 1, 1998 in addition to the shares of DETC Stock
acquired between September 2 and November 2, 1998 acquired in open market
transactions and covered by this filing. The dates, number of shares
purchased and purchase prices of DETC Stock purchased by Ultrak in the last
60 days are attached hereto as EXHIBIT 7-C.
(d) No person, other than Ultrak, is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale
of such securities.
(e) N/A
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CUSIP NO. 250644101 SCHEDULE 13D
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7-A Executive Officers and Directors of Ultrak, Inc.
Exhibit 7-B Amended and Restated Loan Agreement between NationsBank of
Texas, N.A. and Ultrak, Inc., dated December 11, 1997, filed
as Exhibit 10.12 to the Ultrak, Inc. 1997 Form 10K,
incorporated herein by reference.
Exhibit 7-C Purchases of DETC Common Stock in the Last 60 Days.
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.
ULTRAK, INC.
November 5, 1998 /s/ TIM D. TORNO
- ---------------------------- ----------------------------
DATE Tim D. Torno,
Vice President Finance
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit 7-A Executive Officers and Directors of Ultrak
Exhibit 7-B Amended and Restated Loan Agreement between NationsBank of
Texas, N.A. and Ultrak, Inc., dated December 11, 1997, filed
as Exhibit 10.12 to the Ultrak, Inc. 1997 Form 10-K,
incorporated herein by reference.
Exhibit 7-C Purchases of DETC Stock in the Last 60 Days.
</TABLE>
<PAGE> 1
EXHIBIT 7-A
Set forth below is the name, business address and present occupation of each
executive officer and director of Ultrak. Except as otherwise
noted, the business address of each such person is 1301 Waters Ridge Drive,
Lewisville, Texas 75057. Each such person is a United States citizen, with
exception of Mr. Scetbon, who is a citizen of France. Directors of Ultrak are
indicated by an asterisk.
<TABLE>
<CAPTION>
NAME PRESENT OCCUPATION
- ---- ------------------
<S> <C>
*George K. Broady Chairman and CEO of Ultrak
*James D. Pritchett President and COO of Ultrak
Tim D. Torno Vice-President Finance and CFO of Ultrak
Ted Wlazlowski Executive Vice President of Ultrak
*Roland Scetbon Managing Director-Ultrak-France (Groupe Bisset, S.A.)
*William C. Lee Executive Vice President and COO
Local Federal Bank, FSB
3601 NW 63rd Street
Oklahoma City, OK 73116
*Charles C. Neal President
Chas. A. Neal & Company
P.O. Box 269
Miami, OK 74355-0269
*Robert F. Sexton Owner and President
Bakery Associates, Inc.
9400 N. Central Expressway
Dallas, TX 75231
</TABLE>
<PAGE> 1
EXHIBIT 7-C
Purchases of DETC Stock
By
Ultrak
In the Last 60 Days
<TABLE>
<CAPTION>
B/S Trade\Date Settlmnt\Date Quantity Trade\Price Description CUSIP
<S> <C> <C> <C> <C> <C> <C>
B 11/2/98 11/5/98 5,000 10 DETECTION 250644-10-1
SYSTEMS INC
B 10/30/98 11/4/98 3,000 10 DETECTION 250644-10-1
SYSTEMS INC
B 10/28/98 11/2/98 4,500 10 DETECTION 250644-10-1
SYSTEMS INC
B 10/22/98 10/27/98 6,000 9.5 DETECTION 250644-10-1
SYSTEMS INC
B 10/20/98 10/23/98 30,000 9.5 DETECTION 250644-10-1
SYSTEMS INC
B 10/19/98 10/22/98 4,000 9.625 DETECTION 250644-10-1
SYSTEMS INC
B 10/19/98 10/22/98 2,000 9.5 DETECTION 250644-10-1
SYSTEMS INC
B 10/16/98 10/21/98 10,000 9.5 DETECTION 250644-10-1
SYSTEMS INC
B 10/7/98 10/20/98 130,000 9.625 DETECTION 250644-10-1
SYSTEMS INC
B 10/14/98 10/19/98 5,000 9.75 DETECTION 250644-10-1
SYSTEMS INC
B 10/13/98 10/16/98 2,000 9.5 DETECTION 250644-10-1
SYSTEMS INC
B 10/12/98 10/15/98 5,000 9.35 DETECTION 250644-10-1
SYSTEMS INC
B 10/9/98 10/15/98 10,000 9.125 DETECTION 250644-10-1
SYSTEMS INC
B 10/8/98 10/14/98 1,500 9.125 DETECTION 250644-10-1
SYSTEMS INC
B 9/25/98 9/30/98 5,000 9.125 DETECTION 250644-10-1
SYSTEMS INC
B 9/21/98 9/24/98 2,500 8.625 DETECTION 250644-10-1
SYSTEMS INC
B 9/17/98 9/22/98 21,000 8.75 DETECTION 250644-10-1
SYSTEMS INC
B 9/16/98 9/21/98 9,000 8.625 DETECTION 250644-10-1
SYSTEMS INC
B 9/15/98 9/18/98 1,059 8.5 DETECTION 250644-10-1
SYSTEMS INC
B 9/14/98 9/17/98 6,000 8.5 DETECTION 250644-10-1
SYSTEMS INC
B 9/11/98 9/16/98 2,000 8.5 DETECTION 250644-10-1
SYSTEMS INC
B 9/9/98 9/14/98 2,000 8.5 DETECTION 250644-10-1
SYSTEMS INC
B 9/4/98 9/10/98 4,000 8.75 DETECTION 250644-10-1
SYSTEMS INC
B 9/3/98 9/9/98 6,500 8.6875 DETECTION 250644-10-1
SYSTEMS INC
B 9/3/98 9/9/98 15,000 8.75 DETECTION 250644-10-1
SYSTEMS INC
B 9/2/98 9/8/98 15,000 8.75 DETECTION 250644-10-1
SYSTEMS INC
Note: Prices exclude commissions.
</TABLE>
