DETECTION SYSTEMS INC
SC 13D/A, 1999-10-05
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.1) *


                             DETECTION SYSTEMS, INC.
                             -----------------------
                                (Name of Issuer)

                          Common Stock, $0.05 Par Value
                         -------------------------------
                         (Title of Class of Securities)


                                    250644101
                                 (CUSIP Number)


                                Mark L. Weintrub
                                  Ultrak, Inc.
                1301 Waters Ridge Drive, Lewisville, Texas 75057
                                 (972) 353-6500
- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                                  June 4, 1999
             --------------------------------------------------------
             (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 Rule ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, 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).



                                                               SEC 1746 (12-91)

<PAGE>   2





                                  SCHEDULE 13D



CUSIP NO. 250644 10 1                                          PAGE 2 OF 6
                                                                   --    --
                                                               PAGES
- --------------------------------------------------------------------------------
          NAME OF REPORTING PERSON
1         SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Ultrak, Inc. (NASDAQ NMS - ULTK)
          75-2626358
- --------------------------------------------------------------------------------
          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *      (a) [ ]
2
                                                                  (b) [ ]
            N/A
- --------------------------------------------------------------------------------
          SEC USE ONLY
3
- --------------------------------------------------------------------------------
          SOURCE OF FUNDS *
4
          BK; WC
- --------------------------------------------------------------------------------
          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) or 2(e)
5                                                                     [ ]

          N/A
- --------------------------------------------------------------------------------
          CITIZENSHIP OR PLACE OF ORGANIZATION
6
          Delaware, U.S.A.
- --------------------------------------------------------------------------------
                         7   SOLE VOTING POWER
 NUMBER OF
                             1,335,000
   SHARES                -------------------------------------------------------

 BENEFICIALLY            8   SHARED VOTING POWER

  OWNED BY                   0
                         -------------------------------------------------------
   EACH
                         9   SOLE DISPOSITIVE POWER
 REPORTING
                             1,335,000
  PERSON                 -------------------------------------------------------
                         10  SHARED DISPOSITIVE POWER
   WITH
                             0
- --------------------------------------------------------------------------------
          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
          1,335,000
- --------------------------------------------------------------------------------

          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
          EXCLUDES CERTAIN SHARES *                                   [ ]
12
          N/A
- --------------------------------------------------------------------------------

          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
          21%
- --------------------------------------------------------------------------------

          TYPE OF REPORTING PERSON *
14        CO
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>   3

          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. SECURITY AND ISSUER

           This Schedule 13D (this "Statement") relates to the common stock,
$0.05 par value ("DETC Common 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) The name of the person filing this Statement is Ultrak, Inc., a
        Delaware corporation ("Ultrak" or the "Reporting Person").

        (b) The principal offices of the Reporting Person are located at 1301
        Waters Ridge Drive, Lewisville, Texas 75057.

        (c) The principal business of the Reporting Person 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 the Reporting Person nor, to
        the best knowledge of the Reporting Person, any of the directors or
        executive officers of the Reporting Person, has been convicted in any
        criminal proceeding (excluding traffic violations or similar
        misdemeanors).

        (e) During the last five (5) years, neither the Reporting Person nor, to
        the best knowledge of the Reporting Person, any of the directors or
        executive officers of the Reporting Person, 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
        judgment, 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 DETC Common Stock owned by the Reporting Person were
acquired by the Reporting Person in open market transactions using the Reporting
Person's general corporate funds. The Reporting Person's general corporate funds
may be deemed supplied from Ultrak's working capital and/or from Ultrak's line
of credit with its lenders.

ITEM 4. PURPOSE OF TRANSACTION

        Ultrak has acquired the shares of DETC Common Stock primarily for
investment purposes. The Reporting Person will continue to review all aspects of
the Issuer's business and financial condition, the market price of DETC Common
Stock, conditions in the securities markets generally, and industry conditions.
The Reporting Person may acquire additional shares of DETC Common Stock or sell
a part or all of such DETC Common Stock, pursuant to applicable securities
statutes and regulations, depending upon circumstances existing from time to
time.

        Other than as set forth above, the Reporting Person 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
divided 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 the Reporting Person reserves the right to propose or undertake or
participate in any of the foregoing actions in the future.


<PAGE>   4


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

        (a) The aggregate number of shares of DETC Common Stock beneficially
        owned by the Reporting Person is 1,335,000 which is 21% of the shares
        reported to be outstanding as of Issuer's last filing with the
        Commission (Form 10-Q dated August 16, 1999) in the amount of 6,350,213
        shares.

        (b) The Reporting Person has sole voting and dispositive power over all
        1,335,000 shares of DETC Common Stock. None of the shares of DETC Common
        Stock held by the Reporting Person are subject to shared voting or
        dispositive power.

        (c) The Reporting Person has not acquired any shares of DETC Common
        Stock within the past 60 days.

        (d) No person, other than Reporting Person, 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 the shares of DETC Common Stock owned by the
        Reporting Person.

        (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        THE SECURITIES OF THE ISSUER.

        None

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

        EXHIBIT 7-A - Executive Officers and Directors of the Reporting Person





<PAGE>   5




                                    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.



                                       Date: October 4, 1999

                                       ULTRAK, INC.



                                       Signature: /s/ Mark L. Weintrub
                                                 -------------------------------
                                                  Mark L. Weintrub, Secretary




<PAGE>   6


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                 DESCRIPTION
- -------                -----------
<S>                   <C>
  7-A                  Executive Officers and Directors of the Reporting Person
</TABLE>



<PAGE>   1


                                   EXHIBIT 7-A


        Set forth below is the name, business address and present occupation of
each executive officer and director of the Reporting Person. 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 the Reporting
Person are indicated by an asterisk.

           NAME                             PRESENT OCCUPATION

           *George K. Broady                Chairman and CEO of Ultrak

           Ted Wlazlowski                   Executive Vice President of Ultrak

           Tim D. Torno                     Vice President-Finance of Ultrak

           *Roland Scetbon                  Managing Director
                                            Audio Products- Ultrak Europe

           *Malcolm J. Gudis                Consultant
                                            6101 St. Andrews
                                            Dallas, TX

           *Vince Broady                    General Manager
                                            ZDNet Consumer Group
                                            650 Townsend Street, 4th Floor
                                            San Francisco, CA 94103

           *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



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