SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant toss. 240.14a-12
DETECTION SYSTEMS, INC.
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As filed with the Commission on October 20, 2000
FOLLOWING IS A SLIDE PRESENTATION FOR USE BY DETECTION SYSTEMS, INC.
Detection Systems, Inc.
Electronic Protection Performance Leader
[Graphics Omitted.]
With an aggressive worldwide commitment to growth
NASDAQ Symbol - DETC
Company Overview
Over the past 32 years, Detection Systems has significantly expanded its
product offerings and market reach to become a global provider of
electronic protection equipment primarily for commercial and mid- to
high-end residential markets.
- Founded in 1968
- Publicly traded company - NASDAQ: DETC
- Headquartered in Fairport, New York, a suburb of Rochester
- Started as a niche provider of intrusion detection devices for the domestic
market
- Reputation for high-end, professionally installed equipment
- Expanded to a world leader with extensive product offerings in many areas
of the security and fire detection industry
- Compound annualized growth rate of 33% (1995-2000)
Our Track Record
[Graphics Omitted: Detection Systems Sales from fiscal 1995 to fiscal
2000.] This represents information for the last 6 fiscal years
[Graphics Omitted: Detection Systems Net Income from fiscal 1995 to fiscal
2000.] This represents information for the last 6 fiscal years
Financial Summary
(all figures in thousands)
Operating Data 2000(1)
Revenue $141,918
Revenue Growth 2.8%
Gross Prof t $56,381
Gross Margin 39.7%
EBITDA $12,409
EBITDA Margin 8.7%
Balance Sheet Data
Cash $7,799
Total Assets 95,618
Total Debt 17,588
Equity 58,464
Cash Flow Statement Data
Capex $4,002
(1) Adjusted to exclude Litigation Charges of $1.38MM
Company Overview
Today, Detection Systems' presence spans around the globe with 36 offices
in 14 countries.
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World Class Manufacturing
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Markets
- Security
- Fire
- Access Control
- Closed Circuit Television
- Personnel and Asset Tracking
As installed by professional installation and service providers.
Customers
Installers - Best Access
- ADT - Grinnell
- Diebold - Mosler
- Honeywell - Pinkerton
- SecurityLink - Security Tech Group
- Siemans
- Corporate Security
End Users
- Home Depot - Bank One
- JC Penny's - Washington Mutual
- Lowe's - Norwest
- Sears - First Chicago
- Wal*Mart - Fleet Bank
- Radio Shack - First USA
- Tiffany's - MBNA
Enterprise Solutions
- Intrusion
- Fire Detection
- Video
- Access
- Help Call System
- Communications Options
[Graphics Omitted.]
Wired Networking
Network LAN/WAN Internet
- Europe
- United States
- Australia
- China
Wired Networking Features
- Multiple IP destinations
- Fully integrated solutions
- Patented technology for legacy panel
- Superior user access capability and programming flexibility
Wireless Networking
- Ardis
- Cellemetry
- Cellular
- 2-way Paging
Security Professional at work
[Graphics Omitted.]
Wireless Vehicle Tracking
Routing Center
[Graphics Omitted.]
Wireless Networking Features
- Consolidate Multiple Communications Technologies
- Virtual Private Network
- End-User Configurable via Internet
- Easily adapt to New Technology
System Management
- Personnel Manager
- Hardware Manager
- Graphic Maps
[Graphics Omitted.]
System Management Features
- Centralized Graphical Control
- Integrates Security, Fire, Access and CCTV
- Simplifies Day to Day Administration of adding users, authorities and
schedules
- Centralized Reports from all controlled systems
- Real-Time Video
Access Control
- Front End Software
- Automatic Disarm
- Door Controller
- Door Controller
- Door Controller
[Graphics Omitted.]
Access Features
- All-in-one box solution
- Direct interface to our Security Panels
- Simple system expansion
- Photo-Badging
- Electronic keys
CCTV
[Graphics Omitted.]
CCTV iDVR Features
- "Plug and Play" for easy integration
- Interfaces to existing multiplexers
- Video is stored in separate files allowing easy access
- No VCR tapes to change
- Remote video transmission
Security Escort
[Graphics Omitted]
Security Escort Features
- Graphical alarm display identifies user, location and direction of travel
- Indoor/Outdoor, 60,000 + users
- User self-test anywhere, anytime
- Floor to Floor location capability
- Worldwide Installations
Fire
Team of Professionals
[Graphics Omitted.]
Detection Systems is proud to offer you a larger variety of fire products
than ever before. Some of our newer products include the FireZones2, a two
zone fire panel, the AddressFire(TM), an addressable fire control panel for up
to 255 remote points, and the PowerNAC 8A, a remote power supply. And of
course, Detection Systems still maintains an extensive line of smoke
detectors for any application. Whatever your fire needs are, the Detection
Systems team has you covered.
Fire Panel Features
- Conventional, Addressable and Analog
- Flexible - easy to train and program
- Built-in Communicators
- Competitive Feature Set meets most all specifications
- Expandable and Networkable
Fire Sensors
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Fire Sensor Features
- Best Dust immunity in the industry
- Automatic Self Diagnostics
- Beam, Photo, Photo/Heat, Ion, Heat and Duct Sensors
- Field Replaceable Chamber
Security Panel Features
- Modular Design
- Internet Capable
- Integrated Access Control
- Integrated Alternate Communications
Wireless Security
Control Panel
RF receiver
[Graphics Omitted.]
Security Wireless Features
- Fully Integrated wireless
- U.S. and International frequencies
- Reduces installation time
- PIR's, Smoke Detectors, Keypads, Keyfobs, Door/Window contacts
Security Sensors
Sensing your needs.......
[Graphics Omitted.]
......Providing the Solutions
Security Sensors
- Patented Processing Techniques
- Industry Leading False Alarm Immunity and Catch performance
- Installer Friendly Design
ULTRAK
- They are a competitor
- They have proposed a merger many times
- Tried to hire DS employees
- We believe they are in financial difficulty
- We believe their approach to our marketplace is risky
Ultrak's Track Record
[Graphics Omitted: Ultrak Income from fiscal 1994 to fiscal 1999.]
This represents information for the last 6 fiscal years
[Graphics Omitted: Ultrak Debt from fiscal 1997 to fiscal 1999.]
This represents information for the last 3 fiscal years.
We believe Ultrak's proxy contest is hurting our business; this harm will
increase if Ultrak's nominees are elected.
BOSCH History
Executive Contract Changes
- Now include share price variable
- Retirement benefits reflect commitment made 3 years ago
- Watson Wyatt & Company fairness opinion
Recent Events
- New commitments recently received from the following organizations to add
our leading technologies to their product offerings:
- ADT Security Services (a unit of Tyco International Ltd.)
- SecurityLink (a unit of SBC Communications, Inc.)
- Motorola
- Won the Best of Show award and three Product Achievement awards
at this year's ISC- East trade show.
- Our Radionics brand PC9000 Enterprise Conductor received the
Innovation Award for Best of Show and the Product Achievement
Award for Integrated Systems
- Our Radionics brand D6600 NetCom communications solutions won the
Product Achievement Award for Monitoring
- Our Detection Systems brand DS835i TriTech intrusion detector won
the Product Achievement Award for False Alarm Reduction
Recent Events
- Contracted to sell our security and fire protection products over the
Internet through AlarmX.com
- Entered into strategic partnership agreement with Seaguard Electronics,
LLC to offer high-speed wireless, Internet-enabled security monitoring,
routing and automation services to professional security installation and
service providers in the U.S. and Canada
Growth Strategy
- Deliver our New Technologies through our expanded distribution
- Further Global Expansion
- Further Catalog Expansion
- Continue Technology Leadership
- Add Partnerships
- Additional Strategic Acquisitions
IMPORTANT INFORMATION
The Company urges investors and shareholders to carefully read its proxy
statement, which contains important information about the Company and the
matters to be voted on at the Company's 2000 Annual Meeting of
Shareholders. The proxy statement also includes a detailed list of the
names, affiliations and interests of persons who may be deemed to be
"participants" in the Company's solicitation of proxies at the Annual
Meeting.
Copies of the preliminary proxy statement (and definitive proxy
statement, when it becomes available) may be obtained free of charge from
Securities and Exchange Commission's internet web site (www.sec.gov) or by
overnight mail or direct electronic transmission from the Company's proxy
solicitors, MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York
10010, [email protected], (212) 929-5500 (call collect) or
toll-free (800) 322-2885. The Company will furnish copies of its definitive
proxy statement to shareholders beginning in mid-November.
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking information which involves
expressions of management's current expectations. All forward-looking
information is subject to various risks and uncertainties that may be
beyond the Company's control and may cause results to differ materially
from management's current expectations. Information concerning factors that
could cause actual results to differ materially from management's current
expectations are set forth in the section entitled "Risk Factors" in the
Company's 2000 Annual Report on Form 10-K, as amended.
