SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
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<S> <C> <C> <C> <C>
|_| 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 ss. 240.14a-12
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DETECTION SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:_____________________________________
2) Form, Schedule or Registration Statement No.:_______________
3) Filing Party: ______________________________________________
4) Date Filed: ________________________________________________
As filed with the Commission on October 13, 2000
FOR IMMEDIATE RELEASE October 13, 2000
DETECTION SYSTEMS FILES PROXY;
REJECTS ACQUISITION PROPOSAL
Fairport, N.Y.--Detection Systems, Inc. (Nasdaq: DETC) announced
today that it filed with the Securities and Exchange Commission a
preliminary proxy statement in connection with its 2000 Annual Meeting of
shareholders. The Company's Annual Meeting will be held on December 19,
2000, at 9:30 a.m. Eastern Time, at Strong Museum, One Manhattan Square,
Rochester, New York 14607. The Company intends to mail its proxy materials
to shareholders beginning in mid-November.
Ultrak, Inc., the Company's largest shareholder (and a
competitor), is waging a costly and disruptive proxy contest to gain
control of the Company's Board of Directors. As further explained in the
proxy statement, the Board believes that Ultrak and its Chairman and CEO,
George Broady, are motivated by their own financial and competitive
interests. The Company intends to vigorously oppose Ultrak's solicitation.
Detection Systems also announced today that its Board of Directors
received a letter dated September 23, 2000 from Bosch Telecom GmbH, in
which Bosch proposed to acquire Detection Systems for $14 per share in
cash, subject to certain other conditions.
In reviewing Bosch's offer, the Board consulted Fleet Securities,
Inc., the Company's financial advisor. The Board also considered the
Company's financial track record and future profit potential due to its
award-winning new products and significant investments (all of which are
further described in the proxy statement). After careful consideration of
the Company's potential, Fleet's analysis of the Company's strategic
alternatives and other factors, the Board determined that the $14 per share
offer did not represent a fair value for the Company and would not be in
the best interests of the Company's shareholders. On October 13, 2000, the
Company rejected Bosch's offer.
Detection Systems is a leading supplier of equipment to the
electronic protection industry, with facilities in New York, California,
Argentina, Australia, Belgium, China, France, Hong Kong, Hungary, Italy,
New Zealand, Norway, Spain, Sweden and the United Kingdom. The Company
designs, manufactures and markets electronic detection, control and
communication equipment for security, fire protection, access control and
closed circuit television applications.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT: Detection Systems,
Inc., Frank J. Ryan, Vice President, Secretary and Treasurer, or
Christopher P. Gerace, Vice President, 130 Perinton Parkway, Fairport, New
York 14450, (716) 223-4060, www.dsworld.com or
Stanley J. Kay, Jr.
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 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 annual meeting. 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, whose
contact information is provided above. The Company will furnish copies of
its definitive proxy statement to shareholders beginning in mid-November.
FORWARD-LOOKING STATEMENTS
This release 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.
