<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.)
1301 WATERS RIDGE DRIVE
LEWISVILLE, TEXAS 75057
(Address of registrant's principal executive offices)
(972) 353-6500
(Registrant's telephone number, including area code)
ULTRAK, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
and
ULTRAK, INC. INCENTIVE STOCK OPTION PLAN
(Full Title of Plans)
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Mark L. Weintrub Copy to: Richard L. Waggoner, Esq.
General Counsel Gardere & Wynne, L.L.P.
1301 Waters Ridge Drive 1601 Elm Street
Lewisville, Texas 75057 Suite 3000
(972) 353-6449 Dallas, Texas 75201
(214) 999-4654
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1)(2) SHARE PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,600,000 shares $6.86 $10,973,897 $3,051
===============================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act, shares issuable upon any
stock split, stock dividend or similar transaction with respect to the
shares registered under the Plans are also being registered hereunder.
(2) Calculated pursuant to Rule 457(h), based on the prices at which
outstanding options may be exercised (as to 1,007,300 shares), plus the
average of the high and low prices for the Common Stock on July 8, 1999 as
reported on the NASDAQ National Market System (as to 592,700 shares for
which the exercise price is not known).
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PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Ultrak, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed March 23, 1999;
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report on Form 10-K in (1) above; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3, as filed with
the Securities and Exchange Commission on November 18, 1996,
including any amendments or reports filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant and the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. The
consolidated financial statements and schedules of the Registrant appearing in
its latest Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 23, 1999, for the year ended December 31, 1998, have been
audited by Grant Thornton LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated by reference in
this registration statement. Such consolidated financial statements are, and
audited consolidated financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Grant
Thornton LLP, or such other auditors as the Registrant may employ, pertaining to
such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the maximum extent permitted by the Delaware General Corporation Law ("DGCL").
The DGCL does not permit liability to be eliminated (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the DGCL, or (iv) for
any transaction for which the director derived an improper personal benefit.
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The Company's Certificate of Incorporation includes a provision that
provides generally for mandatory indemnification of all the Company's officers
and directors.
Article VI of the Company's By-Laws provides generally for indemnification
of all of the Company's officers and directors to the fullest extent permitted
under the DGCL. Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Company also has a policy insuring it and its directors and officers
against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or person controlling the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 8. EXHIBITS.
4.1 Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
and restated as of November 1, 1991 (previously filed as
Exhibit 10.6 to the Registrant's Registration Statement on
Form S-1, Registration No. 55-3-31110 and incorporated herein
by reference)
4.2 Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan (previously filed as Exhibit 10 to the
Registrant's Current Report on Form 8-K dated December 28,
1993 and incorporated herein by reference)
4.3 Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan (previously filed as Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference)
4.4 Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan*
4.5 Ultrak, Inc. Incentive Stock Option Plan (previously filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 and incorporated herein
by reference)
5.1 Opinion of Gardere & Wynne, L.L.P.*
23.1 Consent of Grant Thornton LLP*
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of
Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature pages of the
registration statement)
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*filed herewith
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<PAGE> 4
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered by them, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lewisville, State of Texas, on the 14th day of July,
1999.
ULTRAK, INC.
(Registrant)
By: /s/ GEORGE K. BROADY
---------------------------------
George K. Broady, Chairman of the
Board and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Geroge K. Broady and Tim D. Torno, and each of them (with full power in each of
them to act alone), his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign and to file with the Securities and
Exchange Commission and the securities regulatory authorities of the several
states registration statements, any amendment or post-effective amendments or
any and all other documents in connection therewith, in connection with the
registration under the Securities Act, or the registration or qualification
under any applicable state securities laws or regulations, of shares of Common
Stock issuable pursuant to the Plans, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
below in the City of Lewisville, State of Texas on the 14th day of July, 1999.
<TABLE>
<CAPTION>
Name Title
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<S> <C>
/s/ GEORGE K. BROADY Chairman of the Board and Chief Executive Officer
- -------------------------------- (principal executive officer)
George K. Broady
/s/ TIM D. TORNO Vice President - Finance, Chief Financial Officer,
- -------------------------------- Treasurer and Assistant Secretary
Tim D. Torno (principal financial and accounting officer)
/s/ CHARLES C. NEAL Director
- --------------------------------
Charles C. Neal
Director
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Roland Scetbon
/s/ ROBERT F. SEXTON Director
- --------------------------------
Robert F. Sexton
/s/ MALCOLM J. GUDIS Director
- --------------------------------
Malcolm J. Gudis
/s/ GEORGE V. BROADY Director
- --------------------------------
George V. Broady
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4.1 Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
and restated as of November 1, 1991 (previously filed as
Exhibit 10.6 to the Registrant's Registration Statement on
Form S-1, Registration No. 55-3-31110 and incorporated herein
by reference)
4.2 Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan (previously filed as Exhibit 10 to the
Registrant's Current Report on Form 8-K dated December 28,
1993 and incorporated herein by reference)
4.3 Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan (previously filed as Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference)
4.4 Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan*
4.5 Ultrak, Inc. Incentive Stock Option Plan (previously filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 and incorporated herein
by reference)
5.1 Opinion of Gardere & Wynne, L.L.P.*
23.1 Consent of Grant Thornton LLP*
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of
Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature pages of the
registration statement)
</TABLE>
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*filed herewith
<PAGE> 1
EXHIBIT 4.4
AMENDMENT NO. 4
TO
ULTRAK, INC.
1988 NON-QUALIFIED STOCK OPTION PLAN
This Amendment No. 4 amends the Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan adopted by the Board of Directors (the "Board") of Ultrak, Inc., a
Delaware corporation (the "Company"), on April 15, 1988, as amended affective
November 1, 1991, December 28, 1993 and September 27, 1996 (the "Plan").
WITNESSETH
WHEREAS, the Plan provided that the Company may grant options to purchase
up to an aggregate of 5,000,000 shares of the Company's Common Stock, no par
value ("Common Stock"), pursuant to the Plan; and
WHEREAS, Section 4(f) of the Plan provides that the number of shares of
Common Stock for which options may be granted to persons participating under the
Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from the subdivision or
consolidation of shares of Common Stock; and
WHEREAS, on December 17, 1993 the stockholders of the Company approved,
effective December 28, 1993, a one for six reverse stock split in the form of a
reclassification of the Company's Common Stock and, as a result, the authorized
number of shares of Common Stock under the Plan was revised from 5,000,000 to
833,334; and
WHEREAS, pursuant to Section 7 of the Plan, on September 27, 1996, the
Board approved an increase in the number of authorized shares of Common Stock
under the Plan from 833,334 to 1,000,000;
WHEREAS, pursuant to Section 7 of the Plan, on March 30, 1999, the Board
approved an increase in the number of authorized shares of Common Stock under
the Plan from 1,000,000 to 1,200,000.
NOW, THEREFORE, in consideration of the foregoing, effective March 30,
1999, Section 2 of the Plan is amended to read in its entirely as follows:
"2. Stock Subject to Option. Subject to adjustment as provided in Sections
4(h) and 4(j) hereof, Options may be granted by the Company from time to
time to purchase up to an aggregate of 1,200,000 shares of the Company's
authorized but unissued Common Stock, provided that the number of shares
are reasonable in relation to the purpose of the Program. Shares that by
reason of the expiration of an Option or otherwise are no longer subject to
purchase pursuant to an Option granted under the Program may be re-Optioned
under the Program. The Company shall not be required, upon the exercise of
any such exemption, registration or other qualification of such shares
under state or Federal law, rule or regulation as the Company shall
determine to be necessary or desirable.
This Amendment No. 4 to the Plan was adopted by the Board as of March 30,
1999.
-----------------------------------
George K. Broady
Chairman of the Board
and Chief Executive Officer.
-----------------------------------
Mark L. Weintrub
General Counsel and Secretary
<PAGE> 1
Exhibit 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
July 14, 1999
Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas 75057
Gentlemen:
We have acted as counsel to Ultrak, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-8 (the "Registration
Statement") of 1,600,000 shares of Common Stock, $0.01 par value ("Common
Stock"), of the Company, of which (i) 1,200,000 are authorized for issuance
under the Ultrak, Inc. 1988 Non-Qualified Stock Option Plan (the "1998 Plan")
and (ii) 400,000 are authorized for issuance under the Ultrak, Inc. Incentive
stock Option Plan (the "1997 Plan") (the 1998 Plan and the 1997 Plan are
collectively referred to herein as the "Plans").
We have assisted the Company in the preparation of, and are familiar with, the
Registration Statement of the Company to be filed with the Securities and
Exchange Commission on July 14, 1999 for the registration under the Securities
Act of the 1,600,000 shares of Common Stock covered by the Plans.
With respect to the foregoing, we have examined and have relied upon originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, documents, orders, certificates and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion
expressed below.
<PAGE> 2
Ultrak, Inc.
July 14, 1999
Page 2
Based upon the foregoing, we are of the opinion that the 1,600,000 shares
of Common Stock of the Company which from time to time may be issued under
the Plans in accordance with appropriate proceedings of the Board of
Directors of the Company or a committee thereof, when so issued and sold at
prices in excess of the par value of the Common Stock, in accordance with
the respective provisions of the Plans and related agreements entered into
by the Company, will be duly and validly authorized and issued by the
Company and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
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 reports dated February 13, 1999 accompanying the consolidated
financial statements and schedule of Ultrak, Inc. and subsidiaries appearing in
the 1998 Annual Report on Form 10-K for the year ended December 31, 1998, which
is incorporated by reference in this Registration Statement on Form S-8 and the
related Prospectus. We consent to the incorporation by reference in the
Registration Statement and Prospectus of the aforementioned report.
GRANT THORNTON LLP
Dallas, Texas
July 6, 1999
