<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 333-23307
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 1
on
FORM S-8
to
REGISTRATION STATEMENT ON
FORM S-4
Under
THE SECURITIES ACT OF 1933
___________
ALARMGUARD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0318116
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
125 Frontage Road
Orange, Connecticut 06477
(203) 795-9000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1994 Stock Option Plan
1995 Stock Option Plan
1996 Stock Option Plan
(Full Title of Plans)
___________
Russell R. MacDonnell
Chief Executive Officer
Alarmguard Holdings, Inc.
125 Frontage Road
Orange, Connecticut 06477
(203) 795-9000
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
___________
Copies to:
David P. Blea, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
<PAGE>
EXPLANATORY NOTES
This Post-Effective Amendment No. 1 on Form S-8 (this "Amendment")
registers offers and sales of up to 46,003 shares of common stock, par value
$.0001 per share (the "Common Stock"), of Alarmguard Holdings, Inc. (formerly
known as Triton Group Ltd.) (the "Registrant") issuable pursuant to the 1994
Stock Option Plan, 1995 Stock Option Plan and 1996 Stock Option Plan
(collectively, the "SSH Plans") and assumed by the Registrant in connection
with the merger of Security Systems Holdings, Inc. ("SSH") with and into
Triton Acquisition Corp., a wholly-owned subsidiary of the Registrant,
whereby SSH became the surviving corporation and a wholly-owned subsidiary of
the Registrant.
Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends or similar transactions in accordance
with the adjustment provisions of the SSH Plans.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Amendment in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the
Introductory Note to Part I of Form S-8.
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 this Amendment in accordance with Rule 428 under
the Securities Act and the Introductory Note to Part I of Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997 as filed with the Commission on June 30, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the Quarter
ended June 30, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the Quarter
ended September 30, 1996;
(d) The Registrant's Quarterly Report on Form 10-Q for the Quarter
ended December 31, 1996;
(e) The Registrant's Current Report on Form 8-K dated April 15, 1997,
filed with the Commission on April 22, 1997 (as amended on Form 8-K/A filed
June 20, 1997);
(f) The Registrant's Current Report on Form 8-K dated May 1, 1997,
filed with the Commission on May 15, 1997 (as amended on Form 8-K/A filed
June 20, 1997);
(g) The Registrant's Proxy Statement/Prospectus (File No. 333-23307)
relating to 2,923,371 shares of Common Stock, filed with the Commission on
March 14, 1997; and
(h) The description of the Common Stock, registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained
in the Registrant's Proxy Statement/Prospectus referred to in Item 3(f)
above, including any amendments or reports filed for the purpose of
updating such description.
In addition, all reports and other documents subsequently filed by the
Registrant 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 herein
and to be a part hereof from the date of filing of such reports and documents.
Any statement contained herein, or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's Second Amended and Restated Certificate of Incorporation
(the "Charter") provides that the Registrant shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
The Charter provides that the Registrant's directors will not be
personally liable to the Registrant or its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors except (a) for
any breach of the duty of loyalty to the Registrant or its stockholders, (b)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the
General Corporation Law of the State of Delaware, as amended, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive improper
personal benefit.
The Charter requires that the Registrant provide, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnification for
each director and officer of the Registrant from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section. Section 145 of the General Corporation Law of the State of Delaware,
as amended, permits a corporation, under specified circumstances, to
indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit
or proceeding brought by third parties by reason of the fact that they were
or are directors, officers, employees or agents of the corporation, if such
directors, officers, employees or agents acted in good faith and in a manner
they 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
reason to believe their conduct was unlawful. In an action by or in the
right of the corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors, officers, employees or agents
in connection with the defense or settlement of an action or suit, and only
with respect to a matter as to which they shall have acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought
shall determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnify for such
expenses despite such adjudication of liability.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
Exhibit Description
------- -----------
4.1 Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.03 to the
Registrant's Registration Statement on Form S-4 (File
No. 333-23307)).
4.2 Second Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.04 to the
Registrant's Registration Statement on Form S-4
(File No.333-23307)).
4.3 Form of certificate evidencing ownership of the Registrant's
common stock, par value $.0001 per share (incorporated by
reference to Exhibit 4.04 to the Registrant's Registration
Statement on Form S-4 (File No. 333-23307)).
II-2
<PAGE>
5* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Price Waterhouse LLP.
23.4* Consent of Price Waterhouse LLP.
23.5* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
23.6* Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on signature pages hereof).
_____________________________
* Filed herewith.
II-3
<PAGE>
Item 9. Undertakings
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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.
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) 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
Commission pursuant to Rule 424(b) of 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; and
(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 the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs 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.
(b) The undersigned registrant hereby 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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 Post-effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Orange,
Connecticut, on July 1, 1997.
ALARMGUARD HOLDINGS, INC.
By: /s/ Russell R. MacDonnell
-------------------------
Russell R. MacDonnell
Chief Executive Officer
POWERS OF ATTORNEY
Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby
authorizes and constitutes Russell R. MacDonnell and David Heidecorn, and
each of them singly, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer
of Alarmguard Holdings, Inc.) to sign and file any and all amendments
(including post-effective amendments) to this Registration Statement with all
exhibits thereto, and other documents in connection therewith with the
Commission, and he hereby ratifies and confirms all that said
attorneys-in-fact or any of them, or this or his 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 below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Russell R. MacDonnell
- ------------------------- Director, Chairman of the Board, July 1, 1997
Russell R. MacDonnell President and Chief Executive Officer
/s/ David Heidecorn
- ------------------------- Director, Executive Vice President July 1, 1997
David Heidecorn and Chief Financial Officer
/s/ Michael M. Earley
- ------------------------- Director July 1, 1997
Michael M. Earley
/s/ Stuart L. Bell
- ------------------------- Director July 1, 1997
Stuart L. Bell
/s/ Stephen L. Green
- ------------------------- Director July 1, 1997
Stephen L. Green
II-5
<PAGE>
/s/ Michael E. Cahr
- ------------------------- Director July 1, 1997
Michael E. Cahr
/s/ Thomas W. Janes
- ------------------------- Director July 1, 1997
Thomas W. Janes
II-6
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
4.1 Second Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to Exhibit
3.03 to the Registrant's Registration Statement on Form
S-4 (File No. 333-23307)).
4.2 Second Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.04 to the
Registrant's Registration Statement on Form S-4
(File No. 333-23307)).
4.3 Form of certificate evidencing ownership of the Registrant's
common stock, par value $.0001 per share, (incorporated by
reference to Exhibit 4.04 to the Registrant's Registration
Statement on Form S-4 (File No. 333-23307)).
5* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Price Waterhouse LLP.
23.4* Consent of Price Waterhouse LLP.
23.5* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
23.6* Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on signature pages hereto).
_____________________________
* Filed herewith.
II-7
<PAGE>
EXHIBIT 5
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
July 1, 1997
Alarmguard Holdings, Inc.
125 Frontage Road
Orange, Connecticut 06477
Re: Issuance of Shares Pursuant to
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Alarmguard Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of a Post-Effective Amendment No. 1 on Form S-8 (the
"Registration Statement") relating to the registration by the Company of
offers and sales of up to 46,003 shares (the "Shares") of the Company's
common stock, $.0001 par value per share.
In so acting, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of (a) the Certificate of
Incorporation of the Company, (b) the By-Laws of the Company, (c) a good
standing certificate dated June 27, 1997 from the State of Delaware and (d)
such other documents, records, certificates and other instruments of the
Company as in our judgment are necessary or appropriate for purposes of this
opinion. We have assumed that (i) the Registration Statement, and any
amendments thereto, will have become effective, (ii) the Shares will have
been duly authorized and reserved for issuance and certificates evidencing
the same will have been duly executed and delivered, against receipt of the
consideration approved by the Board of Directors of the Company or a
committee thereof which will be no less than the par value thereof, and (iii)
the Shares will be issued in compliance with applicable federal and state
securities laws.
<PAGE>
Alarmguard Holdings, Inc.
July 1, 1997
Page 2
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Shares, when issued, will be duly authorized, validly
issued, fully paid and non-assessable.
We are expressing the opinions above as members of the Bar of
the State of New York and express no opinion as to any law other than the
laws of that state, the General Corporation Law of the State of Delaware and
the federal laws of the Untied States of America.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Morgan Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8, to the Registration Statement on Form S-4 (No. 333-23307)
pertaining to the 1994, 1995 and 1996 Stock Option Plans of Alarmguard Holdings,
Inc. of our report dated March 6, 1997, with respect to the consolidated
financial statements and schedule of Security Systems Holdings, Inc. included in
the Proxy Statement/Prospectus which is referred to and made part of the
Registration Statement (Form S-4 No. 333-23307) of Alarmguard Holdings, Inc.
(formerly Triton Group Ltd.) and of our report dated June 25, 1997 with respect
to the consolidated financial statements of Triton Group Ltd. ("Triton")
included in Triton's annual report on Form 10-K for the year ended March 31,
1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
June 25, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 and the Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 pertaining to the 1997 Long-term Stock Incentive Plan of
Alarmguard Holdings, Inc. (formerly known as Triton Group, Ltd.) and the 1994
Stock Option Plan, 1995 Stock Option Plan and 1996 Stock Option Plan of
Alarmguard Holdings, Inc., respectively, of our report dated March 10, 1995,
with respect to the consolidated financial statements and schedule of The Actava
Group, Inc. included in Form 10-K of The Actava Group, Inc. for the year ended
December 31, 1994 as amended by Amendment No. 1 on Form 10K/A on April 28, 1995
and Amendment No. 2 on Form 10K/A on July 13, 1995, incorporated by reference in
the Form 10-K of Triton Group, Ltd. for the year ended March 31, 1997.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Atlanta, Georgia
June 30, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (No.
333-23307) of Alarmguard Holdings, Inc. of our report dated May 23, 1996,
except as to the Reverse Stock Split discussed in Note 1, which is as of June
25, 1997, appearing on page 20 of Triton Group Ltd.'s Annual Report on Form
10-K for the year ended March 31, 1997. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Diego, California
June 25, 1997
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (No.
333-23307) of Alarmguard Holdings, Inc. of our report dated February 11, 1997
relating to Mission West Properties appearing on page 8 of Mission West
Properties' Annual Report on Form 10-K which is incorporated by reference in
Item 14 (a)(2)(iii) of the Triton Group Ltd. Annual Report on Form 10-K for
the year ended March 31, 1997. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Diego, California
June 25, 1997
<PAGE>
Exhibit 23.6
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-23307 of Alarmguard Holdings, Inc. of
our report on the financial statements of Protective Alarms, Inc. as of and for
the years ended September 30, 1996 and 1995, dated December 20, 1996 (except for
Notes 3, 4 and 9, for which the date is April 30, 1997), appearing in Alarmguard
Holdings, Inc. Current Report on Form 8-K/A dated June 20, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Stamford, Connecticut
June 30, 1997
