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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ULTRAK, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 75-2626358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1301 WATERS RIDGE DRIVE
LEWISVILLE, TEXAS 75057
(972) 353-6500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
GEORGE K. BROADY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
1301 WATERS RIDGE DRIVE
LEWISVILLE, TEXAS 75057
(972) 353-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications, including communications sent to agent for
service, should be sent to:
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MARK L. WEINTRUB, ESQ. RICHARD L. WAGGONER, ESQ.
ULTRAK, INC. GARDERE & WYNNE, L.L.P.
1301 WATERS RIDGE DRIVE 1601 ELM STREET, SUITE 3000
LEWISVILLE, TEXAS 75057 DALLAS, TEXAS 75201
(972) 353-6449 (214) 999-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [ ]
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
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par value............... $250,000 $6.671875 $1,667,968.70 $464.00
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(1) Pursuant to Rule 416, this Registration Statement also covers such
additional shares of Common Stock as may become issuable as a result of
stock dividends, stock splits, or similar transactions prior to the
termination of this Registration Statement.
(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 27,
1999.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED JUNE 18, 1999
250,000 SHARES OF COMMON STOCK
ULTRAK, INC.
Our Common Stock is listed on the NASDAQ National Market under the symbol
"ULTK". On May 27, 1999, the closing sale price of the Common Stock on the
NASDAQ National Market was $6 5/8.
All of the 250,000 shares of Common Stock are being sold by Robert James,
the selling shareholder. We will not receive any proceeds from the sale.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
June 18, 1999
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No one (including any salesperson or broker) is authorized to provide oral
or written information about this offering that is not included in this
prospectus.
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... iii
Forward Looking Statements.................................. iii
The Company................................................. 1
Risk Factors................................................ 3
Use of Proceeds............................................. 6
Description of Common Stock................................. 6
Selling Shareholder......................................... 6
Plan of Distribution........................................ 7
Legal Matters............................................... 7
Experts..................................................... 7
Indemnification............................................. 7
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(ii)
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information on the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at
the SEC's web site at: http://www.sec.gov.
This prospectus is a part of a registration statement we filed with the
SEC.
The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the selling shareholder sells all the shares or the offering is
terminated:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (File No. 0-9463).
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
(File No. 0-9463).
3. Proxy Statement dated April 21, 1999 (File No. 0-9463).
4. Current Report on Form 8-K filed on March 18, 1999 (File No.
0-9463).
5. The description of our Common Stock contained in our Registration
Statement on Form S-3 filed on November 18, 1996, including any amendment
or report filed to update this description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: 1301 Waters Ridge Drive, Lewisville,
Texas 75057, Attention: Mark L. Weintrub -- Secretary, telephone number (972)
353-6449.
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED OR INCORPORATED IN THIS PROSPECTUS, WHICH ARE NOT
STATEMENTS OF HISTORICAL FACT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "REFORM
ACT"). FORWARD-LOOKING STATEMENTS ARE MADE IN GOOD FAITH BY ULTRAK PURSUANT TO
THE "SAFE HARBOR" PROVISIONS OF THE REFORM ACT. FORWARD-LOOKING STATEMENTS MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE
THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF ULTRAK TO DIFFER MATERIALLY
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS, INCLUDING THE TIMELY DEVELOPMENT AND ACCEPTANCE
OF NEW PRODUCTS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, FLUCTUATIONS IN
OPERATING RESULTS, ABILITY TO INTRODUCE NEW PRODUCTS, TECHNOLOGICAL CHANGES,
RELIANCE ON INTELLECTUAL PROPERTY AND OTHER RISKS. MOREOVER, THE OBJECTIVES AND
INTENTIONS CONTAINED OR INCORPORATED IN THIS PROSPECTUS ARE SUBJECT TO CHANGE
DUE TO DOMESTIC, GLOBAL MARKET AND ECONOMIC CONDITIONS BEYOND THE CONTROL OF
ULTRAK.
For a discussion of important risks of an investment in the Common Stock,
including factors that could cause actual results to differ materially from
results referred to in the forward-looking statements, see "Risk Factors." You
should carefully consider the information set forth under the caption "Risk
Factors."
(iii)
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THE COMPANY
GENERAL
Ultrak, Inc. (the "Company" or "Ultrak") designs, manufactures, markets,
sells and services innovative electronic products and systems for use in
security and surveillance, industrial video and professional audio markets
worldwide. These products and systems include a broad line of cameras, lenses,
high-speed dome systems, monitors, switchers, quad processors, time lapse
recorders, multiplexers, video transmission systems, access control systems,
computerized observation and security systems, audio equipment and accessories.
It is the Company's objective to set new standards in quality, performance
and value by providing single-source Enterprise Security Solutions to its
customers in the form of integrated systems whereby all closed circuit
television ("CCTV") components, alarms, access control, and badging as well as
facility and alarm management functions and reporting are controlled from one
single console. Integrated systems better serve the end user by improving their
ease of operation, security, health/safety and loss prevention, and at the same
time reducing maintenance and training costs. Ultrak's management believes that
integrated systems provide customers maximum functionality at the lowest
possible cost.
The Company was incorporated in Colorado in 1980 and re-incorporated in
Delaware in December 1995. In 1997, the Company built a 170,000 square foot
warehouse and headquarters facility known as the Ultrak Worldwide Support Center
located in the north Dallas suburb of Lewisville, Texas.
Ultrak operates sales, distribution and manufacturing locations worldwide.
The Company has sales facilities in five U.S. cities, England, France, Germany,
Italy, Singapore, Australia, and South Africa, as well as active representation
through systems integrators in China and Brazil. The Company established a
headquarters facility in Antwerp, Belgium in 1999 to coordinate efforts among
its European operations. Customers are supported by twelve distribution centers
worldwide and manufacturing facilities located in the United States, Germany,
Australia and South Africa.
ADDRESS
Our principal executive offices are located at 1301 Waters Ridge Drive,
Lewisville, Texas 75057 and our telephone number is (972) 353-6500.
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THE OFFERING
Common Stock Offered............................ 250,000 shares
Common Stock Outstanding after this offering.... 11,865,188 shares(1)
Use of Proceeds................................. We will not receive any
proceeds from the sale of the
Common Stock by the selling
shareholder. See "Use of
Proceeds."
Nasdaq National Market Symbol................... ULTK
Risk Factors.................................... The securities offered by
this prospectus involve risk.
See "Risk Factors."
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(1) Excludes 995,800 shares of Common Stock issuable upon exercise of
outstanding stock options as of June 18, 1999. In addition, this number of
shares does not include a total of 604,200 additional shares of Common Stock
reserved for issuance if and when holders of options that may be granted in
the future exercise those options.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be carefully considered in evaluating the Company and its
business before purchasing the Common Stock offered hereby.
DEPENDENCE ON PRODUCT SUPPLIERS
Ultrak purchases the products it does not manufacture from a limited number
of non-affiliated foreign manufacturers and will continue to depend
substantially upon such manufacturers in the future. The Company does not itself
manufacture most of the products which it markets and sells. The Company has in
the past and may in the future experience difficulties obtaining, in a timely
manner, those components which are necessary for its finished products. The loss
of any one supplier of components or an inability of suppliers to provide the
Company with the required quantity or quality of components could have a
material adverse effect on Ultrak's business until such time as an alternate
source of supply for such components is found.
TECHNOLOGICAL OBSOLESCENCE
The CCTV product industry is characterized by rapid technological change,
frequent product introductions and worldwide research. The ability of Ultrak to
compete will depend in large part on its ability to successfully adapt to
technological changes in the industry. Although the Company's products are
currently based on what it considers solid processes and technology, there is no
assurance that patents, products, processes or computer software produced by
competing companies could not supersede or make obsolete the products sold by
the Company.
COMPETITION
The Company faces substantial competition in each of its markets.
Significant competitive factors in the Company's markets include price, quality
and product performance, breadth of product line and customer service and
support. Some of the Company's existing and potential competitors have
substantially greater financial, manufacturing, marketing and other resources
than the Company. To compete successfully, the Company must continue to make
substantial investments in its engineering and development, marketing, sales,
customer service and support activities. There can be no assurance that
competitors will not develop products that offer price or performance features
superior to the Company's products.
The Company considers its major competitors to be the CCTV and access
control operations of Sensormatic Electronics Corporation, Burle (part of
Philips Communication & Security Systems, Inc.), Panasonic, Pelco, Vicon
Industries, Inc. and Cassi Rusco.
DEPENDENCE UPON MANAGEMENT AND KEY PERSONNEL
The ability of the Company to continue profitable operations will depend
significantly upon its Chairman of the Board and Chief Executive Officer, George
K. Broady, its Executive Vice President, Ted Wlazlowski and its Vice
President-Finance, Treasurer and Chief Financial Officer, Tim D. Torno, and upon
certain other key employees of the Company. The loss of the services of Messrs.
Broady, Wlazlowski or Torno or any of the Company's other key employees could be
expected to have a material adverse effect upon the Company's business and
operations. In addition, the Company's future success will be dependent upon its
ability to recruit and retain qualified personnel.
DEPENDENCE UPON MAJOR CUSTOMER
Sales to one customer accounted for approximately 17% of the Company's
total sales during 1998. During each of 1996 and 1997, sales to this customer
accounted for approximately 12% of the Company's total sales. An unexpected
decline in sales to this customer could have a material adverse effect on the
Company.
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ACQUISITIONS AND EXPANSION
Acquisitions have contributed significantly to the Company's recent growth.
The Company believes that acquisitions are an effective way to obtain new CCTV
and related products and integrated systems, add experienced personnel, access
additional channels of distribution, expand into new geographic territories,
diversify its customer base and improve operating efficiencies through economies
of scale. As the security industry continues to consolidate, Ultrak will also
continue to search for growth through acquisitions. There can be no assurance
that future acquisition opportunities will become available, that future
acquisitions can be consummated on favorable terms or that such acquisitions
will contribute to the Company's profitability. The Company's business strategy
to pursue additional acquisitions may require the Company to incur debt in the
future, result in potentially dilutive issuances of securities or result in
increased goodwill, intangible assets and amortization expense.
Successful integration of an acquired company into existing operations can
be difficult and costly. The desired benefits of an acquisition may not be
achieved unless the separate operations of the Company and the acquired company
are successfully combined in an orderly and timely manner. The acquisition and
transition process also may divert substantial management time and attention
from the Company's other operations and activities. Any limitations or
difficulties encountered in the transition process could have a material adverse
effect on the Company's business, financial condition and results of operations.
ABILITY TO ACHIEVE AND MANAGE GROWTH
In addition to growth from acquisitions, the Company has experienced
significant internal growth. The Company's ability to continue its internal
growth will depend on a number of factors, including the availability of working
capital to support such growth, existing and emerging competition, the Company's
ability to maintain sufficient profit margins, and the Company's ability to
adapt its infrastructure and systems to accommodate growth and recruit and train
additional personnel.
EXCHANGE RATE FLUCTUATIONS
A substantial portion of the Company's purchases and sales occur outside
the United States. Since the revenues and expenses of the Company's foreign
operations are generally denominated in local currencies, exchange rate
fluctuations between local currencies and the dollar subject the Company to
currency exchange risks with respect to the results of its foreign operations.
Therefore, the Company is subject to these risks to the extent it is unable to
denominate it purchases or sales in U.S. dollars or otherwise shift to its
customers or suppliers the risks of currency exchange rate fluctuations. The
Company's foreign-based operations, primarily in Western Europe, accounted for
34% of 1998 net sales. The Company issues intercompany loans to its foreign
subsidiaries denominated in U.S. dollars, exposing the foreign subsidiaries to
the effect of changes in spot exchange rates of their local currency relative to
the U.S. dollar. In addition, many of the foreign-based operations make sales to
customers denominated in different currencies, which carry minimal market risk
because the transactions normally settle quickly. The Company does not regularly
use forward-exchange contracts to hedge these exposures. Therefore, fluctuations
in exchange rates may affect the results of the Company's international
operations reported in U.S. dollars and the value of such operations' net assets
reported in U.S. dollars. Additionally, the results of operations, financial
condition and competitive position of the Company may be affected by the
relative strength of the currencies in countries where its products are sold.
Based on the Company's foreign currency exchange rate exposure for intercompany
borrowings of approximately $15.4 million at December 31, 1998, a 10% adverse
change in currency rates would create an additional comprehensive loss of
approximately $1.5 million.
RISKS OF INTERNATIONAL TRADE
Because a substantial portion of the Company's purchases and sales of
products are made internationally, international trade is important to the
Company's business. International trade is subject to numerous risks, including
labor strikes, shipping delays, political or economic instability, military
actions and import duties. There is no assurance that the United States, South
Korea, Japan, Italy, France, Germany, Australia,
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Hong Kong, China or other nations will not in the future impose trade
restrictions which could adversely affect the Company's operations.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes 2,000,000 shares of
Preferred Stock, $5.00 par value, of which 195,351 shares of Series A Preferred
Stock (the "Series A Preferred Stock") are currently issued and outstanding. The
Company's Preferred Stock may be issued in series from time to time with such
designations, rights, preferences and limitations as the Board of Directors of
the Company may determine by resolution. The potential exists that additional
series of the Company's Preferred Stock might be issued that would grant
dividend preferences and liquidation preferences to preferred stockholders over
holders of the Common Stock. Unless the nature of a particular transaction and
applicable statutes requires such approval, the Board of Directors has the
authority to issue Preferred Stock without stockholder approval. The issuance of
Preferred Stock may have the effect of delaying or preventing a change in
control of the Company without any further action by stockholders.
CONTROL BY PRINCIPAL STOCKHOLDER
George K. Broady, the Chairman of the Board and Chief Executive Officer of
the Company, is the beneficial owner of 1,975,553 shares of the Common Stock. Of
that amount, Mr. Broady directly owns 1,377,403 shares of Common Stock, has
stock options that allow him to acquire 191,169 shares of Common Stock within 60
days, and the 195,351 shares of Series A Preferred Stock owned by Mr. Broady are
convertible into 406,981 shares of the Common Stock. Each share of the Series A
Preferred Stock has voting rights equal to 16.667 shares of the Common Stock.
Mr. Broady therefore controls approximately 31% of the votes on all matters
which are or may be submitted to a vote of stockholders of the Company. The
holders of shares controlling a majority of the votes of the stockholders of the
Company can elect all of the directors of the Company and approve or disapprove
certain fundamental corporate transactions, including mergers, liquidation, a
"going private" transaction, the sale of substantially all of the Company's
assets and the authorization, issuance and sale of new securities of the
Company, and may delay or prevent a change in control of the Company.
NO DIVIDENDS
The Company has never paid cash dividends on the Common Stock. The Company
presently intends to retain earnings to finance the development and expansion of
its business. The declaration in the future of any cash dividends on the Common
Stock will be at the discretion of the Company's Board of Directors and will
depend upon the earnings, capital requirements and financial position of the
Company, general economic conditions and other pertinent factors. The Company
intends to continue to pay dividends on outstanding shares of Series A Preferred
Stock, all of which are owned by George K. Broady, the Chairman and Chief
Executive Officer of the Company. Dividends in the amount of $117,210 have been
paid annually to Mr. Broady since the issuance of the Series A Preferred Stock.
ANTI-TAKEOVER PROVISIONS
The shares beneficially owned by Mr. Broady and the Company's other
executive officers, directors and affiliates and certain provisions contained in
the Company's Certificate of Incorporation and By-Laws may have the effect of
discouraging persons from pursuing a non-negotiated takeover of the Company and
preventing certain changes of control.
Section 203 of the Delaware General Corporation Law, which is applicable to
the Company, contains provisions that restrict certain business combinations
with interested stockholders, which may have the effect of inhibiting a
non-negotiated merger or other business combination involving the Company.
In addition, the Company's Certificate of Incorporation authorizes
2,000,000 shares of Preferred Stock, $5.00 par value. The Company's Preferred
Stock might be issued in series from time to time with such designations,
rights, preferences and limitations as the Board of Directors of the Company may
determine by
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resolution. The potential exists, therefore, that additional series of the
Company's Preferred Stock might be issued that would grant dividend preferences
and liquidation preferences to preferred stockholders over holders of the Common
Stock. Unless the nature of a particular transaction, applicable statutes or
NASDAQ rules require such approval, the Board of Directors has the authority to
issue Preferred Stock without stockholder approval. The issuance of Preferred
Stock may have the effect of delaying or preventing a change in control of the
Company without any further action by stockholders.
YEAR 2000
The Company has designed and tested the most current versions of its
products to be Year 2000 compliant. Based upon the expected timely completion of
changes to its management information systems and its discussions with its
primary suppliers and vendors, the Company does not believe that the Year 2000
issues will have a material impact on the financial position, results of
operations or cash flows of the Company. However, there can be no assurances
that the Company will not experience serious unanticipated negative consequences
and/or material costs caused by undetected errors or defects in the technology
used in the Company's products or internal systems, which are composed of third
party software, third party hardware that contains embedded software and the
Company's own software products, that may result in material costs to the
Company.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Common Stock
offered by this prospectus.
DESCRIPTION OF COMMON STOCK
The Company has authorized capital stock consisting of 20,000,000 shares of
the Common Stock, $0.01 par value, and 2,000,000 shares of Preferred Stock,
$5.00 par value.
THE COMMON STOCK
All outstanding shares of Common Stock are fully paid and nonassessable.
All holders of Common Stock have full voting rights and are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders. Votes may not be cumulated in the election of directors.
Stockholders have no preemptive or subscription rights. The Common Stock is
neither redeemable nor convertible, and there are no sinking fund provisions.
Holders of shares of Common Stock are entitled to dividends when, as and if
declared by the Board of Directors from funds legally available therefor and are
entitled, upon liquidation, to share ratably in all assets remaining after
payment of liabilities. The rights of holders of Common Stock will be subject to
the preferential rights of the Series A Preferred Stock and any preferential
rights of any Preferred Stock which may be issued in the future.
TRANSFER AGENT
Securities Transfer Corp. is the Transfer Agent and Registrar for the
Company's Common Stock.
SELLING SHAREHOLDER
Under an Agreement and Plan of Merger, dated March 15, 1999 (the "ABM
Merger Agreement"), among ABM Data Systems, Inc. ("ABM"), the selling
shareholder (Robert F. James), the Company, and ABM Acquisition Corp., we must
file and cause to become effective a registration statement covering the shares
issued to the selling shareholder under the ABM Merger Agreement. We have filed
this Registration Statement according to the terms of the ABM Merger Agreement.
The selling shareholder received 250,000 shares of Common Stock pursuant to
the ABM Merger Agreement. All of the 250,000 shares of Common Stock being
offered under this prospectus are being offered
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by the selling shareholder. The selling shareholder is an employee of ABM and
ABM is a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The selling shareholder may from time to time sell the shares directly or
offer the shares through underwriters, dealers or agents. The distribution of
securities by the selling shareholder may be effected in one or more
transactions that may take place on the over-the-counter market, including
ordinary brokers' transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of such shares as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
shareholder in connection with such sales of shares. Sales of the shares may be
made pursuant to this prospectus or, upon compliance with the provisions of Rule
144 under the Securities Act, pursuant to Rule 144.
At the time a particular offer of shares is made by or on behalf of the
selling shareholder, to the extent required, a prospectus will be distributed
which will set forth the number of shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents, if
any, the purchase price paid by any underwriter for shares purchased from the
selling shareholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.
LEGAL MATTERS
Our legal counsel, Gardere & Wynne, L.L.P., Dallas, Texas, will issue for
us an opinion about certain legal matters relating to the shares of Common Stock
being offered under this prospectus.
EXPERTS
The consolidated financial statements of the Company and subsidiaries for
and as of the fiscal years ended December 31, 1996, 1997 and 1998 included in
this Prospectus and the Registration Statement have been audited by Grant
Thornton LLP, independent public accountants, as stated in their reports thereon
appearing elsewhere herein and in the Registration Statement, and are so
included in reliance on such reports given upon the authority of that firm as
experts in auditing and accounting.
INDEMNIFICATION
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.
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
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(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.
8
<PAGE> 13
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information... iii
Forward Looking Statements............ iii
The Company........................... 1
Risk Factors.......................... 3
Use of Proceeds....................... 6
Description of Common Stock........... 6
Selling Shareholder................... 6
Plan of Distribution.................. 7
Legal Matters......................... 7
Experts............................... 7
Indemnification....................... 7
</TABLE>
---------------------
UNTIL , ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
250,000 SHARES
ULTRAK, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
June , 1999
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be borne by the Company in
connection with the sale and distribution of the Common Stock offered hereby.
All of the amounts, except the SEC registration fee, are estimates.
<TABLE>
<CAPTION>
ITEM AMOUNT
- ---- ---------
<S> <C>
SEC registration fee...................................... 464.00
Legal fees and expenses................................... 6,000.00*
Accounting fees and expenses.............................. 1,000.00*
Miscellaneous............................................. 2,000.00*
---------
Total........................................... $9,464.00
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(i) 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.
(ii) The Company's Certificate of Incorporation includes a provision that
provides generally for mandatory indemnification of all the Company's officers
and directors.
(iii) 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.
(iv) The Company also has a policy insuring it and its directors and
officers against certain liabilities.
(v) 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 SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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, that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE> 15
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4 -- Form of certificate representing shares of the Common
Stock (Filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-2, Registration No. 333-02891)
5* -- Legal Opinion of Gardere & Wynne, L.L.P. regarding
legality of securities being registered
23.1* -- Consent of Grant Thornton LLP
23.2* -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit
5)
24* -- Power of attorney (set forth on page II-4)
</TABLE>
- ---------------
* filed herewith
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or event 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the "SEC") pursuant to Rule
424(b) promulgated under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the 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 herein, 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.
(4) 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 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) which is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<PAGE> 16
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 Lewisville, State of Texas on June 18, 1999.
ULTRAK, INC.
By: /s/ GEORGE K. BROADY
----------------------------------
George K. Broady
Chairman of the Board and Chief
Executive
Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints George K. Broady and Tim D. Torno
and each of them (with full power to act alone) as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 18, 1999.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ GEORGE K. BROADY Chairman of the Board and Chief June 18, 1999
- ----------------------------------------------------- Executive Officer (Principal
George K. Broady Executive Officer)
/s/ TIM D. TORNO Vice President -- Finance, June 18, 1999
- ----------------------------------------------------- Treasurer and Chief Financial
Tim D. Torno Officer (Principal Financial and
Accounting Officer)
/s/ CHARLES C. NEAL Director June 18, 1999
- -----------------------------------------------------
Charles C. Neal
/s/ ROBERT F. SEXTON Director June 18, 1999
- -----------------------------------------------------
Robert F. Sexton
/s/ ROLAND SCETBON Director June 18, 1999
- -----------------------------------------------------
Roland Scetbon
/s/ MALCOLM J. GUDIS Director June 18, 1999
- -----------------------------------------------------
Malcolm J. Gudis
/s/ GEORGE VINCENT BROADY Director June 18, 1999
- -----------------------------------------------------
George Vincent Broady
</TABLE>
II-3
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4 -- Form of certificate representing shares of the Common
Stock (Filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-2, Registration No. 333-02891)
5* -- Legal Opinion of Gardere & Wynne, L.L.P. regarding
legality of securities being registered
23.1* -- Consent of Grant Thornton LLP
23.2* -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit
5)
24* -- Power of attorney (set forth on page II-4)
</TABLE>
- ---------------
* filed herewith
<PAGE> 1
EXHIBIT 5
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
June 18, 1999
Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas 75057
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Ultrak, Inc., a Delaware corporation (the
"Registrant"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of the above-captioned
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the resale by the
holder named therein of up to an aggregate of 250,000 shares of common stock,
$0.01 par value per share, of the Registrant (the "Shares").
In connection therewith, we have examined the Certificate of
Incorporation and the By-Laws of the Registrant, resolutions of the Board of
Directors of the Registrant and the Registration Statement. We also have made
such inquiries and have examined originals or copies of other instruments as we
have deemed necessary or appropriate for the purpose of this opinion. For
purposes of such examination, we have assumed the genuineness of all signatures
on and the authenticity of all documents submitted to us as originals, and the
conformity to the originals of all documents submitted to us as certified or
photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized, validly issued, fully paid and non-assessable shares of common
stock of the Registrant.
<PAGE> 2
Ultrak, Inc.
June 18, 1999
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference therein to our firm under the
caption "Legal Matters." In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
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-3 and Prospectus. We consent to the incorporation by reference in the
Registration Statement and Prospectus of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
Grant Thornton, LLP
Dallas, Texas
June 14, 1999
