SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Detection Systems, Inc.
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(Name of issuer)
COMMON STOCK, $.05 PAR VALUE PER SHARE
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(Title of class of securities)
250644-10-1
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(CUSIP number)
DUNCAN SOUKUP, PRESIDENT
LIONHEART GROUP, INC.
230 Park Avenue, Suite 316
New York, New York 10169
(212) 599-5077
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 23, 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 Rule 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)
(Page 1 of 7 Pages)
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CUSIP No. 250644-10-1 13D Page 2 of 7 pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
LIONHEART GROUP, INC.
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH
REPORTING
PERSON WITH 330,200
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
330,200
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,200
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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)
5.22%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 250644-10-1 13D Page 3 of 7 pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
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This statement relates to shares (the "Shares") of the common stock,
$.05 par value per share ("Common Stock"), of Detection Systems, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at 130
Perinton Parkway, Fairport, New York 14450.
Item 2. Identity and Background.
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(a) This Statement is filed by Lionheart Group, Inc., a Delaware
corporation (the "Reporting Person").
The officers of Lionheart Group, Inc. are Duncan Soukup, President,
Vice-President, Secretary and Treasurer. The sole director of Lionheart Group,
Inc. is Duncan Soukup.
(b) The principal business address of the Reporting Person is 230
Park Avenue, Suite 516, New York, New York 10169. The business address of Duncan
Soukup is 230 Park Avenue, Suite 516, New York, NY 10169.
(c) The Reporting Person acts as investment adviser to several
private investment funds and managed accounts which are the ultimate beneficial
owners of the shares to which this statement relates. No such client of the
Reporting Person owns 5% or more of the outstanding Common Stock. The present
occupation of Duncan Soukup is President of Lionheart Group, Inc. and Managing
Director of Acqusitor plc, a company incorporated in England and Wales, with
business address c/o Lawrence Graham at 190 Strand, London WC2R 1JN, United
Kingdom.
(d) Neither the Reporting Person nor Duncan Soukup has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor Duncan Soukup has, during the
last five years, been 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.
(f) Duncan Soukup is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 330,200 Shares of Common Stock
owned by the Reporting Person is $3,030,001. The Shares of Common Stock owned by
the Reporting
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CUSIP No. 250644-10-1 13D Page 4 of 7 pages
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Person were purchased with the working capital of the investment funds and
managed accounts for whose accounts such Shares were purchased.
Item 4. Purpose of Transaction.
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The Reporting Person purchased the shares of Common Stock based on
the Reporting Person's belief that the shares at current market prices are
undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the
Reporting Person, and the availability of shares of Common Stock at prices that
would make the purchase of additional shares desirable, the Reporting Person may
endeavor to increase their position in the Issuer through, among other things,
the purchase of shares of Common Stock on the open market, in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
The Reporting Person has recently learned that a group of dissident
stockholders of the Issuer led by Ultrak, Inc. has filed a preliminary proxy
material to nominate its own slate to the Board of Directors at the Annual
Meeting of Stockholders of the Issuer scheduled for December 19, 2000 (the
"Annual Meeting"). As a result, Duncan Soukup, President of the Reporting
Person, held discussions with representatives of the Board of Directors of the
Issuer (the "Board") regarding the business operations of the Issuer and how the
Board would implement steps to seek to enhance stockholder value. The Issuer
advised the Reporting Person that it would actively seek to enhance stockholder
value. In such discussions, Mr. Soukup requested that he be nominated to the
Board to assist the Issuer in seeking to enhance stockholder value. The Issuer
agreed in principle that should the existing Board be reelected at the Annual
Meeting, the Board would be expanded to six (6) members and Mr. Soukup would be
elected to fill the vacancy. Mr. Soukup, in his capacity as a director, would
request the Board to consider various alternatives to enhance stockholder value
including (i) seeking strategic buyers of the Company at an aggregate price
greater than its current market price, (ii) analyzing financing techniques such
as a leveraged recapitalization, a management led leveraged buyout or share
repurchase program and (iii) researching alternative transactions designed to
optimize stockholder value in the near term. While the Reporting Person reserves
its right to vote its Shares as it deems advisable at the Annual Meeting, the
Reporting Person currently intends to vote its Shares for the reelection of the
existing Board.
The Reporting Person has no present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Reporting Person intends to
review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, purchasing additional Shares of
Common Stock or selling some or all of its Shares or to change its intention
with respect to any and all matters referred to in Item 4.
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CUSIP No. 250644-10-1 13D Page 5 of 7 pages
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Item 5. Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares of Common Stock reported
owned by each person named herein is based upon 6,328,167 Shares outstanding,
which is the total number of Shares of Common Stock outstanding as reported in
the Issuer's Preliminary Proxy Statement on Schedule 14A for the Annual Meeting
of Stockholders of the Issuer on December 19, 2000 and filed with the Securities
and Exchange Commission on October 13, 2000.
As of the close of business on November 1, 2000 the Reporting
Persons beneficially owns 330,200 Shares of Common Stock, constituting
approximately 5.22% of the Shares outstanding. All of such Shares were acquired
in open-market transactions.
(b) The Reporting Person has the sole power to vote and dispose of
the Shares reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the Issuer's
Common Stock in the last sixty days by the Reporting Person.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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Other than as described herein, there are no contracts, arrangements
or understandings among the Reporting Persons, or between the Reporting Persons
and any other Person, with respect to the securities of the Issuer.
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CUSIP No. 250644-10-1 13D Page 6 of 7 pages
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SIGNATURES
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After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 1, 2000 LIONHEART GROUP, INC.
By: /s/ Duncan Soukup
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Duncan Soukup
President
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CUSIP No. 250644-10-1 13D Page 7 of 7 pages
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SCHEDULE A
Transactions in the Shares
Within the Past 60 Days
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Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
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500 9.25 8/31/2000
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1,400 8.63 9/13/2000
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2,100 8.81 9/14/2000
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6,200 8.52 9/18/2000
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5,000 8.69 9/20/2000
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2,500 9.03 9/21/2000
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7,500 9.06 9/26/2000
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1,500 9.31 9/29/2000
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6,400 9.00 10/4/2000
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1,000 9.00 10/5/2000
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16,000 9.06 10/6/2000
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5,000 8.88 10/9/2000
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6,600 9.06 10/10/2000
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2,500 8.94 10/11/2000
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6,500 8.94 10/12/2000
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2,000 10.63 10/17/2000
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2,500 11.00 10/20/2000
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6,000 11.05 10/23/2000
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12,000 10.58 10/24/2000
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2,500 10.56 10/25/2000
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