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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Detection Systems, Inc.
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
250644101
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(CUSIP Number)
Mark L. Weintrub
Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas 75057
(972) 353-6500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 2000
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(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 Sections 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 Section 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP NO. 250644101
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ultrak, Inc. (NASDAQ NMS - ULTK)
75-2626358
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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 PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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7 SOLE VOTING POWER
1,335,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,335,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,335,000
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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%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2
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Item 1. Security and Issuer
This Amendment to the previously filed Schedule 13D, Amendment
No. 1 (the "Schedule 13D") relates to the common stock, $0.05 par value ("DETC
Common Stock"), of Detection Systems, Inc., a New York corporation (the
"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 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 Considerations
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
By letter dated May 12, 2000, Ultrak notified the Secretary of
the Issuer, pursuant to Article II, Section 12 of the By-Laws of the Issuer, of
the nomination by Ultrak of George K. Broady, Malcolm J. Gudis, Ronald F.
Harnisch, Robert L. Frome and William D. Breedlove for election as directors
("Directors") of the Issuer at the Issuer's 2000 annual meeting of stockholder
(the "Annual Meeting") and provided certain additional information required by
the By-Laws. A copy of this letter is filed hereto as Exhibit A and is
incorporated herein by reference.
Ultrak intends to propose that the Issuer take steps to
negotiate and complete a sale of the Issuer or take such other steps as will
provide greater immediate value to the shareholders of the Issuer. If Ultrak's
nominees are elected to the Board of Directors of the Issuer at the 2000 Annual
Meeting, such directors will, subject to their fiduciary duties to the
shareholders of the Issuer, seek to negotiate and complete a sale of the Issuer
or take other steps to maximize shareholder value.
Except as indicated above, the information set forth in Item 4
of the Schedule 13D remains unchanged.
Page 3
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Item 5. Interest in Securities of the Company
(a) The aggregate number of shares of DETC Common Stock
beneficially owned by the Reporting Person is 1,335,000, which
represents 21% of the 6,343,024 shares reported by the Issuer
to be outstanding as of February 10, 2000.
(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
Securities of the Company
None.
Item 7. Material to be Filed as Exhibits
The following exhibits are filed hereto:
Exhibit A: Letter, dated May 12, 2000, from Ultrak to the Issuer
regarding the nominations of George K. Broady,
Malcolm J. Gudis, Ronald F. Harnisch, Robert L. Frome
and William D. Breedlove.
Page 4
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: May 12, 2000
ULTRAK, INC.
By: /s/ MARK L. WEINTRUB
----------------------------
Name: Mark L. Weintrub
Title: Secretary
Page 5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
A Letter, dated May 12, 2000, from Ultrak to the Issuer regarding
the nominations of George K. Broady, Malcolm J. Gudis, Ronald F.
Harnisch, Robert L. Frome and William D. Breedlove
</TABLE>
<PAGE> 1
EXHIBIT A
[CEDE & CO. LETTERHEAD]
May 12, 2000
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
Attention: Corporate Secretary
Ladies and Gentlemen:
Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a
holder of record of outstanding shares of common stock, par value $0.05 per
share ("Common Stock"), of Detection Systems, Inc., a New York corporation (the
"Company"). DTC is informed by its Participant, Pershing Division of Donaldson
Lufkin & Jenrette Securities Corporation ("Participant"), that on the date
hereof an aggregate of 1,335,000 shares of Common Stock (the "Shares") credited
to Participant's DTC account are beneficially owned by Ultrak, Inc., a customer
(the "Customer") of Banc One Securities Corporation ("BOSC"), for which
Participant provides clearing services.
Cede & Co. has been advised by Participant that the purpose of this
notice is to enable the Customer to nominate five individuals to stand for
election as directors of the Company at the Annual Meeting of Stockholders of
the Company to be held in 2000 or any adjournment or postponement thereof
(collectively, the "Meeting"). Cede & Co. has been advised by Participant that
the Customer or a wholly-owned subsidiary of Customer intends to continue to
beneficially own Shares as of the record date for the Meeting and as of the date
of the Meeting.
At the request of Participant, on behalf of the Customer and pursuant
to Article II, Section 12 of the Company's Amended and Restated Bylaws (the
"Bylaws"), Cede & Co., as the holder of record of the Shares, hereby gives
notice of its nomination of each of George K. Broady, Malcolm J. Gudis, Ronald
F. Harnisch, Robert L. Frome and William D. Breedlove (the "Nominees") to stand
for election as a director of the Company at the Company's next annual meeting
of stockholders (the "Annual Meeting"). All information required to be included
in this notice pursuant to the Bylaws has been provided to Cede & Co. by the
Participant, who obtained such information from the Customer.
Where information sought by Schedule 14A under the Securities Exchange
Act of 1934, as amended, would be answered in the negative and no response would
be required to be included in a proxy statement, no such response is included
below.
George K. Broady, age 61, has served as Chairman of the Board and Chief
Executive Officer of the Customer since March 1991, and served as President of
the Customer from March 1991 to August
<PAGE> 2
Detection Systems, Inc.
May 12, 2000
Page 2
1997. Mr. Broady's business address is Ultrak, Inc., 1301 Water's Ridge Drive,
Lewisville, TX 75057, and his home address is 10050 Strait Lane, Dallas, TX
75219. Mr. Broady is the Chairman of the Board of Directors of the Customer.
Malcolm J. Gudis, age 58, became a Director of the Company in June
1999. Mr. Gudis has been a private investor for the past seven years. He was a
consultant for Electronic Data Services Corporation, his former employer, from
January 1993 through May 1998. Mr. Gudis' business and home address is 6101 St.
Andrews Dallas, TX 75205.
Ronald F. Harnisch, age 55, has been an attorney in private practice
for over 20 years. Mr. Harnisch's business address is 1 Tudor City Place, New
York, NY 10017, and his home address is 458 Beach 131 Street, Belle Harbour, NY
11694.
Robert L. Frome, age 62, has been the managing partner of the law firm
of Olshan, Grundman, Frome, Rosenzweig & Wolsky, LLP for over 20 years. He
currently sits on the Boards of Directors of Health Care Services Group, Inc.
and NUCO 2. His business address is Olshan, Grundman, Frome, Rosenzweig &
Wolsky, LLP., 505 Park Avenue, New York, NY 10022, and his home address is 985
Fifth Avenue, New York, NY 10021.
William D. Breedlove, age 60, has been the Chairman of Breedlove,
Wesneski, Co. since 1984 and is currently the Vice Chairman of HBW Holdings, the
parent company of Breedlove, Wesneski, Co. He currently sits on the Board of
Directors of NCI Building Systems. His business address is Hoak Securities
Corp., One Galleria Tower, 13355 Noel Road, Suite 1650, Dallas TX 75240, and his
home address is 12609 CR 3900, Athens, TX 75751.
The Customer represents that it intends to appear in person or by proxy
at the Meeting to nominate the persons named above in this Notice. Proxies may
be solicited by the Customer, any participant in the solicitation, regular
employees of the Customer or by a professional proxy solicitation firm and may
be solicited by mail and other courier services, telephone, telecopier, the
Internet and personal solicitation. The Customer will bear all costs in
connection with the solicitation in favor of the foregoing nominees; the
Customer has not yet determined whether it will seek reimbursement therefor from
the Company or, if such reimbursement is sought, whether such question would be
submitted to a vote of stockholders. Apart from the Customer and the foregoing
nominees, the Customer has not identified any other participant in the
solicitation as of the date of this Notice.
While Cede & Co. is furnishing this demand as the stockholder of record
of the Shares, it does so at the request of Participant and only as a nominal
party for the true party in interest, the Customer. Cede & Co. has no interest
in this matter other than to take those steps which are necessary to ensure that
the Customer is not denied its rights as the beneficial owner of the Shares, and
Cede & Co. assumes no further responsibility in this matter.
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Detection Systems, Inc.
May 12, 2000
Page 2
Please acknowledge receipt of this letter by signing the enclosed copy
of this letter in the place indicated below and returning it with our messenger
who has been instructed to wait.
Very truly yours,
CEDE & CO.
By: /s/ John L. Scheuermann
-------------------------------
Receipt of a signed and notarized copy of this letter on May ___, 2000 is hereby
acknowledged on behalf of Detection Systems, Inc.
Name:
----------------------------
Title:
---------------------------
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
John L. Scheuermann, having been first duly sworn according to
law, deposes and says that he is a partner of Cede & Co., that he is authorized
on behalf of Cede & Co. to execute the foregoing demand for stock list and
corporate records and to make the demand designations, authorizations and
representations contained therein and that the facts and statements contained in
the foregoing demand for a stock list and corporate records are true and
correct.
CEDE & CO.
/s/ John L. Scheuermann
-----------------------------------
By: John L. Scheuermann, partner
Sworn to before me this
eleventh day of
May, 2000
Notary Public
/s/ Zainuddin Rajkotwala
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My commission expires: February 8, 2001
<PAGE> 5
Annex I
CONSENT OF
NOMINEE FOR ELECTION TO
THE BOARD OF DIRECTORS OF
DETECTION SYSTEMS, INC.
To the Secretary of Detection Systems, Inc.:
As required by Article II, Section 12 of the Amended and Restated By-laws of
Detection Systems, Inc., a New York corporation (the "Corporation"), and in
connection with the Notice of Nominations of Persons for Election to the Board
of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date
herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc.,
the undersigned hereby consents to being named in the Notice as a nominee for
election to the Board of Directors of the Corporation at the Corporation's 2000
Annual Meeting of Stockholders and, if elected at such meeting, to serving as a
director of the Corporation until the next annual meeting and until the
undersigned's successor has been elected and qualified.
Dated: May 9, 2000
/s/ George K. Broady
--------------------------------
George K. Broady
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CONSENT OF
NOMINEE FOR ELECTION TO
THE BOARD OF DIRECTORS OF
DETECTION SYSTEMS, INC.
To the Secretary of Detection Systems, Inc.:
As required by Article II, Section 12 of the Amended and Restated By-laws of
Detection Systems, Inc., a New York corporation (the "Corporation"), and in
connection with the Notice of Nominations of Persons for Election to the Board
of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date
herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc.,
the undersigned hereby consents to being named in the Notice as a nominee for
election to the Board of Directors of the Corporation at the Corporation's 2000
Annual Meeting of Stockholders and, if elected at such meeting, to serving as a
director of the Corporation until the next annual meeting and until the
undersigned's successor has been elected and qualified.
Dated: May 9, 2000
/s/ Malcolm J. Gudis
--------------------------------
Malcolm J. Gudis
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CONSENT OF
NOMINEE FOR ELECTION TO
THE BOARD OF DIRECTORS OF
DETECTION SYSTEMS, INC.
To the Secretary of Detection Systems, Inc.:
As required by Article II, Section 12 of the Amended and Restated By-laws of
Detection Systems, Inc., a New York corporation (the "Corporation"), and in
connection with the Notice of Nominations of Persons for Election to the Board
of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date
herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc.,
the undersigned hereby consents to being named in the Notice as a nominee for
election to the Board of Directors of the Corporation at the Corporation's 2000
Annual Meeting of Stockholders and, if elected at such meeting, to serving as a
director of the Corporation until the next annual meeting and until the
undersigned's successor has been elected and qualified.
Dated: May 9, 2000
/s/ Ronald F. Harnisch
--------------------------------
Ronald F. Harnisch
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CONSENT OF
NOMINEE FOR ELECTION TO
THE BOARD OF DIRECTORS OF
DETECTION SYSTEMS, INC.
To the Secretary of Detection Systems, Inc.:
As required by Article II, Section 12 of the Amended and Restated By-laws of
Detection Systems, Inc., a New York corporation (the "Corporation"), and in
connection with the Notice of Nominations of Persons for Election to the Board
of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date
herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc.,
the undersigned hereby consents to being named in the Notice as a nominee for
election to the Board of Directors of the Corporation at the Corporation's 2000
Annual Meeting of Stockholders and, if elected at such meeting, to serving as a
director of the Corporation until the next annual meeting and until the
undersigned's successor has been elected and qualified.
Dated: May 10, 2000
/s/ Robert L. Frome
--------------------------------
Robert L. Frome
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CONSENT OF
NOMINEE FOR ELECTION TO
THE BOARD OF DIRECTORS OF
DETECTION SYSTEMS, INC.
To the Secretary of Detection Systems, Inc.:
As required by Article II, Section 12 of the Amended and Restated By-laws of
Detection Systems, Inc., a New York corporation (the "Corporation"), and in
connection with the Notice of Nominations of Persons for Election to the Board
of Directors of Detection Systems, Inc. (the "Notice"), dated as of even date
herewith, being delivered to the Corporation by or on behalf of Ultrak, Inc.,
the undersigned hereby consents to being named in the Notice as a nominee for
election to the Board of Directors of the Corporation at the Corporation's 2000
Annual Meeting of Stockholders and, if elected at such meeting, to serving as a
director of the Corporation until the next annual meeting and until the
undersigned's successor has been elected and qualified.
Dated: May 10, 2000
/s/ William D. Breedlove
--------------------------------
William D. Breedlove
