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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
APRIL 9, 1997
(Date of Report)
ULTRAK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-9463 75-2626358
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) file Number) Identification No.)
1220 CHAMPION CIRCLE, SUITE 100
CARROLLTON, TEXAS 75006
(Address of principal executive offices)
(972) 280-9675
(Registrant's telephone number, including area code)
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ULTRAK, INC. AND SUBSIDIARIES
ITEM 5: OTHER EVENTS.
Acquisition of Casarotto Security SpA and Videosys Limited and intellectual
property rights of Albenita Enterprises Limited
On April 9, 1997, Ultrak Holdings Limited, a United Kingdom private limited
liability company and wholly-owned subsidiary of the registrant ("Holdings"),
acquired all of the outstanding share capital of Casarotto Security SpA, an
Italian public corporation ("Casarotto"), and Videosys Limited ("Videosys"), a
United Kingdom private limited liability company, and all of the intellectual
property rights of Albenita Enterprises Limited, an Irish private limited
liability company ("Albenita"). Casarotto markets and sells closed-circuit
television security and surveillance systems purchased from a number of
manufacturers and is based in San Vendemiano, Italy (near Venice). The share
capital of Casarotto and Videosys and the intellectual property rights of
Albenita were purchased for US$9,550,000.00, of which $5,550,000.00 was paid in
cash and $4,000,000.00 was paid in unregistered shares of Common Stock, $0.01
par value per share, of the registrant. Enio Casarotto was elected Managing
Director of Casarotto and a director of Videosys.
ITEM 9: SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
(a) On April 3, 1997, pursuant to the above-mentioned acquisitions, One
Hundred Sixty Thousand (160,000) shares of Common Stock, $0.01 par value per
share, of the registrant ("Ultrak Stock") were issued to Albenita. Holders of
shares of Ultrak Stock are entitled to receipt of dividends when, as and if
declared by the Board of Directors of the registrant.
(b) The shares of Ultrak Stock were issued to Albenita.
(c) The shares of Ultrak Stock were issued as part of the consideration
for the purchase by Holdings of the share capital of Casarotto and Videosys and
the intellectual property rights of Albenita.
(d) In connection with the issuance of the Ultrak Stock, the registrant
relied, in part, on Rule 901 of the Securities Exchange Commission, 17 C.F.R.
Section 230.901 et seq. as no offer to issue the shares of Ultrak Stock was
made to a person in the United States, and, at the time the offer to issue the
shares of Ultrak Stock was originated, the offeree was outside the United
States (or the registrant reasonably believed that the offeree was outside the
United States) and no directed selling efforts were utilized by the registrant
in connection with the issuance of the shares of Ultrak Stock.
(e) The shares of Ultrak Stock are not convertible into or exchangeable
for equity securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ULTRAK, INC.
(Registrant)
Date: April 18, 1997 By: /s/ TIM D. TORNO
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Tim D. Torno, Vice President-Finance
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