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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )*
DETECTION SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK $.05 PAR VALUE
(Title of Class of Securities)
250644101
(CUSIP Number)
DR. HEIKO CARRIE
ROBERT BOSCH GMBH
ROBERT BOSCH PLATZ 1
70839 GERLINGEN - SCHILLERHOEHE
GERMANY
TELEPHONE: 011 49 711 811 6864
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a Copy to:
BRIAN E. MCGUNIGLE, ESQ.
THOMAS J. DRAGO ESQ.
COUDERT BROTHERS
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7703
TELEPHONE: (212) 626-4400
DECEMBER 10, 2000
(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 Rules 13d-1(e), 13d-1(f) or 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.
(Continued on following pages)
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*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 ("the 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).
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CUSIP No. 250644101
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT BOSCH GMBH
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
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NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER:
OWNED BY EACH REPORTING PERSON 197,900
WITH
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8. SHARED VOTING POWER:
1,725,354
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9. SOLE DISPOSITIVE POWER:
197,900
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10. SHARED DISPOSITIVE POWER:
1,725,354
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,923,254
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
24.44%
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14. TYPE OF REPORTING PERSON: CO
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CUSIP No. 250644101
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BOSCH SECURITY SYSTEMS CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER:
OWNED BY EACH REPORTING PERSON --
WITH
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8. SHARED VOTING POWER:
1,725,354
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9. SOLE DISPOSITIVE POWER:
--
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10. SHARED DISPOSITIVE POWER:
1,725,354
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,725,354
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.93%
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14. TYPE OF REPORTING PERSON: CO
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This statement on Schedule 13D (this "Schedule 13D") is filed by Robert
Bosch GmbH, a limited liability company organized under the laws of Germany
("Parent") and Bosch Security Systems Corporation, a New York corporation and a
wholly owned subsidiary of Parent (the "Purchaser", and together with Parent,
the "Reporting Persons").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.05 per share
(the "Shares"), of Detection Systems, Inc. (the "Company"), a New York
corporation with principal offices located at 130 Perinton Parkway, Fairport,
New York 14450.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Schedule 13D is being filed by Parent and the
Purchaser. Parent is a diversified company with global operations in the
automotive equipment, consumer products, communications equipment and capital
goods sectors. Parent's principal business address and its principal executive
office is at Robert Bosch Platz 1, 70839 Gerlingen Schillerhoehe, Germany. The
Purchaser has not carried on any activities other than in connection with the
Merger Agreement (as defined in Item 4). The Purchaser's principal business
address is c/o Coudert Brothers, 1114 Avenue of the Americas, New York, New
York, 10036.
Schedule A sets forth, with respect to each executive officer and
director of Parent and the Purchaser (hereinafter, the "Related Persons"), such
person's name, business address and present principal occupation or employment,
the name and address of any corporation or other organization in which such
employment is conducted and such person's citizenship.
Neither Parent nor the Purchaser nor, to the knowledge of the Reporting
Persons, any of the Related Persons, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject 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.
Of the 1,923,254 shares beneficially owned by Parent, 197,900 shares
are beneficially owned directly by Parent. Such 197,000 shares were acquired by
Parent in open market transactions on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") National Market System for an
aggregate consideration of $2,364,022 with cash on hand. As set forth in Item 4
below, the remaining 1,725,354 Shares are subject to the Stock Option Agreement
and the Voting and Option Agreement (as such terms are defined in Item 4) and
may be acquired by the Purchaser at a price equal to the product of $18.00 and
the number of Shares acquired. If the 1,725,354 Shares subject to the Stock
Option Agreement and the Voting and Option Agreement were to be acquired by the
Purchaser, such Shares would be acquired by the Purchaser with funds provided by
Parent, which funds would be obtained from cash on hand.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) This Schedule 13D relates, among other things, to the
Agreement and Plan of Merger dated as of December 10, 2000, as amended (the
"Merger Agreement"), by and between Parent and the Company, to which the
Purchaser subsequently became a party. Pursuant to the Merger Agreement, on
December 20, 2000, the Purchaser commenced a cash tender offer (the "Offer") to
purchase all outstanding Shares at a price of $18.00 per Share, net to the
seller in cash, without interest thereon. Following completion of the Offer,
pursuant to the terms of the Merger Agreement, it is expected that the Purchaser
will be merged with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation (the "Surviving Corporation"), wholly
owned by Parent. Pursuant to the Merger, at the effective time of the Merger
(the "Effective Time") each Share outstanding immediately prior to the Effective
Time (other than Shares owned by Parent, the Purchaser or any subsidiary of
Parent or the Purchaser or by the Company or any subsidiary of the Company, all
of which will be canceled, and other than Shares that are held by shareholders,
if any, who properly exercise any applicable appraisal rights under the New York
Business Corporation Law ("NYBCL")), will be converted into the right to receive
$18.00 per Share in cash or any greater per Share price paid in the Offer in
cash, without interest. The Merger Agreement has been filed as Exhibit (d)(1) to
the Schedule TO, filed by Parent and the Purchaser with the Securities and
Exchange Commission on December 20, 2000 (the "Schedule TO") and is incorporated
herein by reference. The Offer to Purchase dated December 20, 2000 setting forth
the terms of the Offer has been filed as Exhibit (a)(1) to the Schedule TO and
is incorporated herein by reference.
This Schedule 13D also relates to the Stock Option Agreement dated as
of December 10, 2000 between Parent and the Company (the "Stock Option
Agreement"). Pursuant to the Stock Option Agreement, the Company has granted to
Parent an irrevocable option (the "Company Option") to purchase, subject to
certain conditions, from the Company up to 1,138,596 newly issued Shares, at an
exercise price of $18.00 per Share in cash. The Company Option is not presently
exercisable and will not become exercisable until January 2, 2001. The Company
Option has been assigned by Parent to the Purchaser. The Company Option may be
exercised by the Purchaser, in whole or in part. The foregoing discussion of the
Stock Option Agreement is qualified in its entirety by reference to the complete
text of the Stock Option Agreement, a copy of which has been filed as Exhibit
(d)(3) to the Schedule TO and is incorporated by reference herein.
This Schedule 13D also relates to the Voting and Option Agreement dated
as of December 10, 2000 (the "Voting and Option Agreement") by and among Parent,
Karl H. Kostuziak and David B. Lederer, the Chairman and Chief Executive Offer
and the Executive Vice President, respectively, of the Company (the "Agreement
Shareholders"). In the aggregate, the Agreement Shareholders own 586,758 Shares,
or approximately 8% of the outstanding Shares on a fully diluted basis. Pursuant
to the Voting and Option Agreement, the Agreement Shareholders: (i) agreed to
tender and not withdraw 586,758 Shares (and any Shares they may acquire prior to
termination of the Voting and Option Agreement) (the "Agreement Shares") to
Parent in the Offer; (ii) granted an irrevocable proxy to Parent in connection
with certain matters related to the Offer; and (iii) granted Parent an
irrevocable option to purchase, under certain circumstances, the Agreement
Shares (the "Agreement Option"). The foregoing discussion of the Voting and
Option Agreement is qualified in its entirety by reference to the complete text
of
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the Voting and Option Agreement, a copy of which has been filed as Exhibit
(d)(4) to the Schedule TO and is incorporated by reference herein. The Voting
and Option Agreement has been assigned by Parent to the Purchaser.
Except as described herein and in the Exhibits hereto, the Purchaser
and Parent have no present plans or proposals that would relate to or result in
(i) any extraordinary corporate transaction involving the Company or any of its
subsidiaries (such as a merger, reorganization, liquidation, relocation of any
operations or sale or other transfer of a material amount of assets), (ii) any
sale or transfer of a material amount of assets of the Company or any of its
subsidiaries, (iii) any change in the board of directors or management of the
Company, (iv) any material change in the Company's capitalization or dividend
policy, (v) any other material change in the Company's corporate structure or
business, (vi) a class of securities of the Company being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association or
(vii) a class of equity securities of the Company being eligible for termination
of registration pursuant to Section 12(g) of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Parent currently owns 197,900 Shares directly. Pursuant to the
Stock Option Agreement and Voting and Option Agreement, the Parent and the
Purchaser may be deemed to beneficially own the 1,725,354 Shares that are
subject to such agreements. Parent and the Purchaser may be deemed to
beneficially own 1,923,254 and 1,725,354 Shares, respectively, or 24.44% and
21.93%, respectively, of the Shares outstanding on December 10, 2000 (based upon
information provided by the Company in the Merger Agreement).
(b) Parent has sole voting and dispositive power with respect to
197,900 Shares. Parent and the Purchaser have shared voting and dispositive
power with respect to 1,725,354 Shares.
(c) Other than as reported in Item 4 and as set forth in Schedule B
hereto, there were no transactions in the Common Stock that were effected by any
Reporting Person or to the knowledge of any Reporting Persons, any Related
Person during the past 60 days.
(d) Except as set forth in this Schedule 13D, Parent and the Purchaser
do not know of any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by Parent. Pursuant to the Voting and Option
Agreement, the Agreement Shareholders have the right, subject to certain
conditions, to receive a share of the proceeds of a sale of the Agreement Shares
by Parent or the Purchaser. In the event that: (i) the option provided for under
the Voting and Option Agreement (the "Shareholder Option") is exercised, (ii)
the Merger is not consummated and (iii) any party other than Parent and its
subsidiaries acquires, though merger or otherwise, all or substantially all of
the business or assets of the Company pursuant to a transaction or series of
transactions providing aggregate consideration to shareholders of the Company
greater than $18.00 per Share (the "Alternative Consideration"), then within 5
days following receipt of such consideration by Parent or its affiliates, Parent
must pay to each of the Agreement Shareholders the product of (x) the amount by
which the Alternative Consideration exceeds $18.00 and (y) the number of Shares
sold by such Agreement Shareholder to
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Parent pursuant to the Shareholder Option.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Section 10 ("Background of the Offer; Past
Contacts or Negotiations with the Company") and Section 12 ("Purpose of the
Offer; Plans for the Company") of the Offer to Purchase is incorporated herein
by reference. Other than the Merger Agreement, the Voting and Option Agreement
and the Stock Option Agreement, none of the Reporting Persons or, to the
knowledge of any Reporting Person, any Related Person, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
persons with respect to any securities of the Issuer, including but not limited
to transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
1 Joint Filing Agreement dated as of December 20, 2000,
by and between Parent and the Purchaser.
2 Agreement and Plan of Merger dated December 10, 2000,
by and between Parent, the Purchaser and the Company,
incorporated herein by reference to Exhibit (d)(1) to
the Schedule TO filed by Parent and the Purchaser on
December 20, 2000.
3 Amendment to the Agreement and Plan of Merger, dated
as of December 14, 2000 among Parent, the Company and
the Purchaser, incorporated herein by reference to
Exhibit (d)(2) to the Schedule TO filed by Parent and
the Purchaser on December 20, 2000.
4 Offer to Purchase dated December 20, 2000,
incorporated herein by reference to Exhibit (a)(1) to
the Schedule TO filed by Parent and the Purchaser on
December 20, 2000.
5 Stock Option Agreement, dated as of December 10,
2000, by and between Parent and the Company,
incorporated herein by reference to Exhibit (d)(3)to
the Schedule TO filed by Parent and the Purchaser on
December 20, 2000.
6 Voting and Option Agreement, dated as of December 10,
2000, by and between Parent and the Company
stockholders parties thereto, incorporated herein by
reference to Exhibit (d)(4) to the Schedule TO filed
by Parent and the Purchaser on December 20, 2000.
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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: December 20, 2000
ROBERT BOSCH GmbH
By: /s/ Georg Hanen
-----------------------------
Name: Georg Hanen
Title: Senior Vice President
By: /s/ Dr. Heiko Carrie
-----------------------------
Name: Dr. Heiko Carrie
Title: Senior Legal Counsel
BOSCH SECURITY SYSTEMS CORPORATION
By: /s/ Gary Saunders
-----------------------------
Name: Gary Saunders
Title: President
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
PARENT AND THE PURCHASER AND TRANSACTIONS
IN THE COMPANY'S SECURITIES IN THE PAST 60 DAYS
1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
The name, business address, title, present principal occupation and five-year
employment history of each member and deputy member of the Board of Management
of Robert Bosch GmbH are set forth below. The Board of Management of Robert
Bosch GmbH is equivalent to the board of directors and executive officers of a
U.S. corporation. The business address of each member of the Board of Management
is c/o Robert Bosch GmbH, Robert Bosch Platz 1, 70839 Gerlingen Schillerhoehe,
Germany. All of the persons listed below are citizens of the Federal Republic of
Germany unless otherwise noted.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME; AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
--------- --------------------------------------------------
Dr. Hermann Scholl; 65............ Chairman of the Board of Management of Robert
Bosch GmbH since July 1993.
Tilman Todenhofer; 57............. Deputy Chairman of the Board of Management of
Robert Bosch GmbH since July 1999; Member of the
Board of Management since January 1993.
Dr. Claus Dieter Hoffmann; 58.... Member of the Board of Management of Robert Bosch
GmbH since July 1998; Deputy Member of the Board of
Management of Robert Bosch GmbH from July 1996 to
July 1998; Executive Vice President, Corporate
Purchasing Department, of Robert Bosch GmbH from
January 1994 to June 1996.
Stephan Rojahn; 52................ Member of the Board of Management of Robert Bosch
GmbH since July 1999; Deputy Member of the Board of
Management of Robert Bosch GmbH from April 1997 to
July 1999; Executive Vice President of Bosch
Telecom GmbH from February 1996 to March 1997;
Executive Vice President of Blaupunkt-Werke GmbH
from November 1994 to February 1996. Member of the
Supervisory Board of Tele Atlas NV from July 2000
to present.
Wolfgang Chur; 53................ Deputy Member of the Board of Management of Robert
Bosch GmbH since July 1999; Chief Executive Officer
of Blaupunkt-Werke GmbH from October 1997 to June
1999; Executive Vice President of Robert Bosch GmbH
from
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January 1996 to September 1997.
Robert S. Oswald; 59............... Member of the Board of Management of Robert Bosch
GmbH since July 1998; Deputy Member of the Board of
Management of Robert Bosch GmbH from July 1996 to
July 1998; Chief Executive Officer of Robert Bosch
Corporation from January 1994 to present. Mr.
Oswald is a U.S. citizen.
Franz Fehrenbach; 51............... Deputy Member of the Board of Management of Robert
Bosch GmbH since July 1999; Executive Vice
President of Robert Bosch GmbH from January 1994 to
June 1999.
Dr. Bernd Bohr; 44.................. Deputy Member of the Board of Management of Robert
Bosch GmbH since July 1999; Executive Vice
President of Robert Bosch GmbH from July 1996 to
June 1999; Chief Financial Officer of Nippon ABS
Ltd. from 1993 to June 1996.
Dr. Siegfried Dais; 52.............. Member of the Board of Management of Robert Bosch
GmbH since July 2000; Deputy Member of the Board of
Management of Robert Bosch GmbH from January 1998
to July 2000; Executive Vice President of Bosch
Telecom GmbH from July 1994 to December 1997.
Chairman of the Supervisory Board of ZF Lenksysteme
GmbH from July 2000 to present.
Dr. Rainer Hahn; 60.................. Member of the Board of Management of Robert Bosch
GmbH since January 1995.
Gotthard Romberg; 57............... Member of the Board of Management of Robert Bosch
GmbH since July 1999; Deputy Member of the Board of
Management of Robert Bosch GmbH from July 1996 to
July 1999; Senior Executive, Robert Bosch GmbH,
from May 1995 to June 1996. Member of the
Supervisory Board of VB Autobatterie GmbH from July
1996 to present (Deputy Chairman, March 1998 to
present).
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2. DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER.
The name, business address, title, present principal occupation and five year
employment history of each director and executive officer of the Purchaser are
set forth below. The business address of each director and executive officer is
c/o Coudert Brothers, 1114 Avenue of the Americas, New York, NY 10036. All of
the persons listed below are citizens of the United States.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME; AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
--------- --------------------------------------------------
Gary Saunders; 57................... Director, President and Treasurer of the Purchaser
since December 2000; Executive Vice President of
Robert Bosch Corporation from 1991 to present.
Luke Baer; 50....................... Director, Vice President and Secretary of the
Purchaser since December 2000; Vice President, from
1995 to present, and General Counsel and Secretary,
from 1992 to present, of Robert Bosch Corporation.
Brian E. McGunigle; 53............. Assistant Secretary of the Purchaser since December
2000. Partner, Coudert Brothers (law firm), 1981 to
present.
</TABLE>
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SCHEDULE B
During the past 60 days, Parent made the purchases of Shares listed
below. All such transactions were effected on the NASDAQ National Market.
Trade Date Share Amount Total Cost Average Price
25-Oct 9,800 $106,505 $10.87
26-Oct 14,200 $157,208 $11.07
27-Oct 1,100 $12,573 $11.43
31-Oct 29,700 $359,150 $12.09
1-Nov 10,000 $121,000 $12.10
2-Nov 32,000 $383,389 $11.98
3-Nov 20,000 $235,750 $11.79
6-Nov 9,000 $108,712 $12.08
7-Nov 26,800 $322,873 $12.05
8-Nov 16,000 $196,219 $12.26
9-Nov 12,800 $157,280 $12.29
10-Nov 16,500 $203,363 $12.33
------ -------- ------
Totals 197,900 $2,364,022 $11.95
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