<PAGE>
As filed with the Securities and Exchange Commission on July __, 1997
Registration No. 333-_____
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
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 of (IRS Employer
incorporation or organization) Identification No.)
_____________
125 Frontage Road
Orange, Connecticut 06477
(203) 795-9000
(Address, including zip code, of principal executive offices)
______________
1997 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the Plan)
_____________
Russell R. MacDonnell
Chief Executive Officer
Alarmguard Holdings, Inc.
125 Frontage Road
Orange, Connecticut 06477
(203) 795-9000
(Name, address, 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
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering aggregate offering Amount of
to be registered registered (1) price per Share (2) price registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.0001 per
share 770,000 shares $7.50 $5,775,000 $1,750
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 anti-dilution provisions of the Plan.
(2) Calculated pursuant to Rules 457(h)(1), based upon price at which certain
options under the Plan may be exercised.
<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 Registration Statement 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 Registration Statement 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 Alarmguard Holdings, Inc., a Delaware corporation
(formerly known as Triton Group Ltd.) (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 the Registrant's common stock, par value
$.0001 per share (the "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.
II-1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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.
II-2
<PAGE>
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
Registrants 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 common stock, par
value $.0001 per share, of the Registrant (incorporated by
reference to Exhibit 4.04 to the Registrant's Registration
Statement on Form S-4 (File No. 333-23307)).
4.4 Alarmguard Holdings, Inc.'s 1997 Long-Term Stock Incentive
Plan (incorporated by reference to Exhibit 10.25 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 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 Company
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 Orange, Connecticut, 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
Company 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
II-5
<PAGE>
/s/ Stephen L. Green
- ------------------------- Director July 1, 1997
Stephen L. Green
/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
Exhibit Description Sequentially
- ------- ----------- 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)).
4.4 Alarmguard Holdings, Inc. 1997
Long-Term Stock Incentive Plan
(incorporated by reference to
Exhibit 10.25 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.
<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 Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration by the Company of an
aggregate of 770,000 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 Registration Statement (Form
S-8) pertaining to the 1997 Long-Term Stock Incentive Plan 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 Registration
Statement on Form S-8 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.
/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 Registration
Statement on Form S-8 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.
/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 Registration Statement of
Alarmguard Holdings, Inc. on Form S-8 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
