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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DETECTION SYSTEMS, INC.
(Name of Subject Company (Issuer))
ROBERT BOSCH GMBH
BOSCH SECURITY SYSTEMS CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.05
(Title of Class of Securities)
250644101
(CUSIP Number of Class of Securities)
DR. HEIKO CARRIE
ROBERT BOSCH GMBH
ROBERT BOSCH PLATZ 1
70839 GERLINGEN-SCHILLERHOEHE
GERMANY
TELEPHONE: 011 49 711 811 6864
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copies 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
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$124,919,433.15 $24,983.89
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes that the Offerors purchase (i) the 6,729,015 shares
of common stock of Detection Systems, Inc. currently outstanding at
$18.00 per share (the "Offer Price") and (ii) pay to the holders of the
currently outstanding options to purchase 500,285 shares of common stock
of Detection Systems, Inc. the difference between the Offer Price and
$10.41, the average exercise price of all such outstanding options. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
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Amount Previously Paid: ...... N/A
Form or Registration No.: .... N/A
Filing Party: ................. N/A
Date Filed: ................... N/A
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[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14d-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13e-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13e-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the Offer (as
defined below) by Bosch Security Systems Corporation (the "Purchaser"), a New
York corporation and wholly owned subsidiary of Robert Bosch GmbH, a limited
liability company organized under the laws of Germany ("Parent"), to purchase
all outstanding shares of common stock, par value $.05 per share (the
"Shares"), of Detection Systems, Inc., a New York corporation (the
"Company"), at a price of $18.00 per share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal, copies of which are attached hereto
as Exhibits (a)(1) and (a)(2), respectively (which, as they may be amended or
supplemented from time to time, together constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal, including all schedules and annexes thereto, is hereby
incorporated by reference in response to Items 1-9 and 11 of this Schedule
TO. The Agreement and Plan of Merger, dated as of December 10, 2000, as
amended, between Parent and the Company, and to which the Purchaser
subsequently became a party, the Stock Option Agreement, dated as of December
10, 2000, between Parent and the Company, and the Voting and Option
Agreement, dated as of December 10, 2000, among Parent and certain
shareholders of the Company, copies of which are attached hereto as Exhibits
(d)(1), (d)(2) and (d)(3), respectively, are incorporated herein by reference
with respect to Items 5 and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
In partial response to Item 3, during the past five years, neither the
Purchaser nor Parent nor, to the best knowledge of the Purchaser and Parent,
any of the persons listed on Schedule I to the Offer to Purchase (i) have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree, or final order enjoining any
such person from future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation of federal or
state securities laws.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
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(a)(1) Offer to Purchase dated December 20, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7) Press Release issued by Parent on December 11, 2000, incorporated herein by reference to the
Schedule TO filed by the parties on December 11, 2000.
(a)(8) Press Release issued by Parent on December 15, 2000, incorporated herein by reference to the
Schedule TO filed by the parties on December 18, 2000.
(a)(9) Summary Advertisement as published in The Wall Street Journal on December 20, 2000.
(a)(10) Press Release issued by Parent on December 20, 2000.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 10, 2000, between Parent and the Company, to
which the Purchaser subsequently became a party.
(d)(2) Amendment to the Agreement and Plan of Merger, dated as of December 14, 2000, among Parent, the
Company and the Purchaser.
(d)(3) Stock Option Agreement, dated as of December 10, 2000, between Parent and the Company.
(d)(4) Voting and Option Agreement, dated as of December 10, 2000, among Parent and certain
shareholders of the Company.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due 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.
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
Dated: December 20, 2000
3
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT NAME
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(a)(1) Offer to Purchase dated December 20, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(9) Summary Advertisement as published in The Wall Street Journal on December 20, 2000.
(a)(10) Press Release issued by Parent on December 20, 2000.
(d)(1) Agreement and Plan of Merger, dated as of December 10, 2000, between Parent and the
Company, to which the Purchaser subsequently became a party.
(d)(2) Amendment to the Agreement and Plan of Merger, dated as of December 14, 2000, among
Parent, the Company and the Purchaser.
(d)(3) Stock Option Agreement, dated as of December 10, 2000, between Parent and the Company.
(d)(4) Voting and Option Agreement, dated as of December 10, 2000, among Parent and certain
shareholders of the Company.
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