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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ULTRAK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2626358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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:
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
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/ 333-2891
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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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
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 460,000 $16.06 $7,387,600 $2,550
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(1) Includes 60,000 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 May 30,
1996.
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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. 333-2891) pursuant to
the Securities Act of 1933, as amended, and declared effective on May 30, 1996,
is incorporated by reference into this Registration Statement.
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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-2 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 30th day of May, 1996.
ULTRAK, INC.
By: /s/ GEORGE K. BROADY
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 indicated on the 30th day of May, 1996.
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NAME TITLE DATE
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<S> <C> <C>
/s/ GEORGE K. BROADY Chairman of the Board, Chief May 30, 1996
George K. Broady Executive Officer and President
(Principal Executive Officer)
* Executive Vice President and May 30, 1996
James D. Pritchett Director
/s/ TIM D. TORNO Vice President-Finance, Secretary, May 30, 1996
Tim D. Torno Treasurer and Chief Financial
Officer (Principal Financial and
Accounting Officer)
* Director May 30, 1996
William C. Lee
* Director May 30, 1996
Charles C. Neal
* Director May 30, 1996
Robert F. Sexton
*By /s/ GEORGE K. BROADY
George K. Broady,
as Attorney-in-Fact
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II-1
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<C> <S> <C>
5.1 -- Opinion of Gardere & Wynne, L.L.P. regarding legality of
securities being registered
23.1 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
23.3 -- Consent of Norman, Jones, Enlow & Co.
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EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
(214) 999-4510
May 30, 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-2 (the
"Registration Statement"), filed with the Securities Exchange Commission
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, covering
the proposed public offering of 400,000 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 60,000 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
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Richard L. Waggoner, Partner
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EXHIBIT 23.2
We have issued our report dated February 19, 1996, accompanying the financial
statements of Ultrak, Inc. and Subsidiaries contained 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".
GRANT THORNTON LLP
Dallas, Texas
May 30, 1996
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EXHIBIT 23.3
We have issued our report dated March 17, 1995, accompanying the financial
statements of Diamond Electronics, Inc. and Subsidiary contained 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
May 30, 1996
