<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ULTRAK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2626358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1220 CHAMPION CIRCLE, SUITE 100
CARROLLTON, TEXAS 75006
(214) 280-9675
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GEORGE K. BROADY
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
1220 CHAMPION CIRCLE, SUITE 100
CARROLLTON, TEXAS 75006
(214) 280-9675
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
<TABLE>
<S> <C>
RICHARD L. WAGGONER ALAN J. BOGDANOW
GARDERE & WYNNE, L.L.P. HUGHES & LUCE, L.L.P.
1601 ELM STREET, SUITE 3000 1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(214) 999-3000 (214) 939-5500
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If the registrant elects to deliver its latest annual report to
securityholders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-14545
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE
TITLE OF SHARES TO BE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, $0.01 par value 230,000 $26.56 $6,108,800 $2,107
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</TABLE>
(1) Includes 30,000 shares subject to an over-allotment option granted to the
Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices of the Common Stock on the Nasdaq National Market on November
18, 1996.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement originally filed by Ultrak,
Inc. with the Securities and Exchange Commission (File No. 333-14545) pursuant
to the Securities Act of 1933, as amended, and declared effective on November
18, 1996, is incorporated by reference into this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on the 19th day of November,
1996.
ULTRAK, INC.
By: /s/ GEORGE K. BROADY
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George K. Broady
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ GEORGE K. BROADY Chairman of the Board, Chief November 19, 1996
--------------------------- Executive Officer and
George K. Broady President (Principal
Executive Officer)
* Executive Vice President and November 19, 1996
--------------------------- Director
James D. Pritchett
/s/ TIM D. TORNO Vice President-Finance, November 19, 1996
--------------------------- Secretary, Treasurer and
Tim D. Torno Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director November 19, 1996
---------------------------
William C. Lee
* Director November 19, 1996
---------------------------
Charles C. Neal
* Director November 19, 1996
---------------------------
Robert F. Sexton
Director
---------------------------
Roland Scetbon
*By /s/ GEORGE K. BROADY
--------------------------------
George K. Broady,
as Attorney-in-Fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.1 -- Opinion of Gardere & Wynne, L.L.P. regarding legality of
securities being registered
23.1 -- Consent of Grant Thornton LLP
23.2 -- Consent of Norman, Jones, Enlow & Co.
23.3 -- Consent of Grant Thornton
23.4 -- Consent of KPMG
23.5 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
(214) 999-4510
November 18, 1996
Ultrak, Inc.
1220 Champion Circle, Suite 100
Carrollton, Texas 75006
Gentlemen:
We have served as counsel for Ultrak, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, covering
the proposed public offering of 200,000 shares (the "Shares") of the Company's
Common Stock, $0.01 par value (the "Common Stock"), to be issued and sold by the
Company, and, subject to the exercise of an over-allotment option granted by the
Company, an additional 30,000 shares (the "Additional Shares") of the Common
Stock to be issued and sold by the Company.
With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinions expressed
below. Based upon the foregoing, we are of the opinion that the Shares and the
Additional Shares, when sold, issued, and delivered in the manner and for the
consideration stated in the Registration Statement, will be duly authorized,
validly issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the heading "Legal Matters."
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ RICHARD L. WAGGONER
----------------------------
Richard L. Waggoner, Partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 19, 1996, accompanying the financial
statements of Ultrak, Inc. and subsidiaries included in the Annual Report and
Form 10-K of Ultrak, Inc. for the year ended December 31, 1995, and our report
dated October 18, 1996, accompanying the financial statements of Groupe Bisset
S.A., included in Form 8-K/A dated October 11, 1996, which are incorporated by
referenced in the Registration Statement and Prospectus. We consent to the
incorporation by reference of said reports in the Registration Statement and
Prospectus and to the use of our name as it appears under the caption
"Experts."
GRANT THORNTON LLP
Dallas, Texas
November 19, 1996
<PAGE> 1
EXHIBIT 23.2
We have issued our report dated March 17, 1995, accompanying the financial
statements of Diamond Electronics, Inc. and Subsidiary appearing in the S-2 of
Ultrak, Inc. effective May 30, 1996 which is incorporated by reference in the
Registration Statement and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts".
/s/ NORMAN, JONES, ENLOW & CO.
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Columbus, Ohio
November 19, 1996
<PAGE> 1
[GRANT THORNTON LETTERHEAD]
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated 7 August 1996 accompanying the financial
statements of Maxpro Systems Pty Ltd appearing in Form 8-K filed on 23 August
1996, for the year ended 30 June 1996, which is incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned report and to the use of our
name as it appears under caption "Experts".
/s/ GRANT THORNTON
GRANT THORNTON
PERTH, AUSTRALIA
21 OCTOBER 1996
<PAGE> 1
EXHIBIT 23.4
[KPMG LETTERHEAD]
CONSENT OF CHARTERED ACCOUNTS
We have issued our report dated 15 November 1995 accompanying the financial
statements of Maxpro Systems Pty Ltd appearing in Form 8-K filed on August 23,
1996 for the year ended June 30, 1995 which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use or our name
as it appears under caption "Experts."
KPMG
Chartered Accountants
Perth Australia
October 21, 1996
