SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): April 24, 1998
Alarmguard Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-08138 33-0318116
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
125 Frontage Road, Orange, Connecticut 06477
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 795-9000
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This Current Report on Form 8-K is filed by Alarmguard
Holdings, Inc., a Delaware corporation (the "Company"), in
connection with the transactions described herein.
Item 5 - Other Events
On April 6, 1998 the Board of Directors of Alarmguard
Holdings, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each share of
common stock, $.0001 par value (the "Common Shares"), of the
Company outstanding at the close of business on April 24, 1998
(the "Record Date"). As long as the Rights are attached to the
Common Shares, the Company will issue one Right (subject to
adjustment) with each new Common Share so that all such shares
will have attached Rights. When exercisable, each Right will
entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series C Junior Participating
Preferred Stock (the "Preferred Shares") at a price of $65.00 per
one one-hundredth of a Preferred Share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement, dated as of April 10, 1998,
as the same may be amended from time to time (the "Agreement"),
between the Company and American Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten (10) days following
a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 20% (or, in the case of an
Existing Holder (as defined in the Agreement), 25%)) or more of
the Common Shares (an "Acquiring Person") or (ii) ten (10)
business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or
group of affiliated persons becomes an Acquiring Person)
following the commencement or announcement of an intention to
make a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
20% or more of the Common Shares (the earlier of (i) and (ii)
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate together with a copy of this Summary of Rights.
The Agreement provides that until the Distribution Date
(or earlier redemption, exchange, termination, or expiration of
the Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the close of business on the Record
Date upon transfer or new issuance of the Common Shares will
contain a notation incorporating the Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange,
termination or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares, with or without
such notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on April 6, 2008, subject to the
Company's right to extend such date (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Company or
terminated.
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Each Preferred Share purchasable upon exercise of the
Rights will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1.00 per share but
will be entitled to an aggregate dividend of 100 times the
dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the
holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes and will vote together
with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. Preferred Shares
will not be redeemable. These rights are protected by customary
antidilution provisions. Because of the nature of the Preferred
Share's dividend, liquidation and voting rights, the value of one
one-hundredth of a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness,
cash, securities or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last
regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid,
at a rate not in excess of 50% of the average net income per
share of the Company for the four quarters ended immediately
prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the
adjustment described in clause (i) above)) or of subscription
rights or warrants (other than those referred to above).
In the event that a Person becomes an Acquiring Person or
if the Company were the surviving corporation in a merger with an
Acquiring Person or any affiliate or associate of an Acquiring
Person and the Common Shares were not changed or exchanged, each
holder of a Right, other than Rights that are or were acquired or
beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market value
of two times the then current Purchase Price of the Right. In
the event that, after a person has become an Acquiring Person,
the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning
power were sold, proper provision shall be made so that each
holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of
the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction would have a market
value of two times the then current Purchase Price of the Right.
At any time after a Person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last
sentence of the previous paragraph or the acquisition by such
Acquiring Person of 50% or more of the outstanding Common Shares,
the Board of Directors may cause the Company to exchange the
Rights (other than Rights owned by an Acquiring Person which will
have become void), in whole or in part, for that number of Common
Shares having an aggregate value equal to the Spread (the excess
of the value of the Common Shares issuable upon exercise of a
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Right after a Person becomes an Acquiring Person over the
Purchase Price) per Right (subject to adjustment).
No adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares or Common
Shares will be issued (other than fractions of Preferred Shares
which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by
depository receipts), and in lieu thereof, a payment in cash will
be made based on the market price of the Preferred Shares or
Common Shares on the last trading date prior to the date of
exercise.
The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of
Directors at any time prior to the time that an Acquiring Person
has become such. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company beyond those
as an existing stockholder, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Agreement may be amended by
the Board of Directors of the Company for so long as the Rights
are then redeemable, and after the Rights are no longer
redeemable, the Company may amend or supplement the Agreement in
any manner that does not adversely affect the interests of the
holders of the Rights.
As of April 10, 1998, there were 5,602,540 shares of
Common Stock outstanding. One Right will be distributed to
stockholders of the Company for each share of Common Stock owned
of record by them on April 24, 1998. As long as the Rights are
attached to the Common Stock, the Company will issue one Right
with each new share of Common Stock so that all such shares will
have attached Rights. Two Hundred Fifty Thousand (250,000)
shares of Preferred Stock have been reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time
that a Person or group has become an Acquiring Person as the
Rights may be redeemed by the Company at $0.01 per Right prior to
such time.
The Rights Agreement, dated as of April 10, 1998, between
the Company and the Rights Agent specifying the terms of the
Rights, the text of the press release announcing the declaration
of the Rights, and the form of a letter to be sent to the holders
of the Company's Common Stock, dated April 24, 1998, explaining
the Rights, are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibits.
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Item 7 - Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
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4 Rights Agreement dated as of April 10, 1998
between Alarmguard Holdings, Inc. and American Stock
Transfer & Trust Company, which includes Certificate of
Designations of Series C Junior Participating Preferred
Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C.*
99.1 Form of Letter to the holders of Alarmguard
Holdings, Inc. Common Stock, dated April 24, 1998.*
99.2 Text of Press Release, dated April 7, 1998.*
___________________
*Previously filed as exhibits to the Company's registration
statement on Form 8-A, declared effective by the SEC on April 22,
1998, and incorporated herein by this reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 22, 1998 Alarmguard Holdings, Inc.
By: /s/ Russell R. MacDonnell
----------------------------
Russell R. MacDonnell
Chairman and
Chief Executive Officer
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Exhibit Index
-------------
Exhibit No. Title
- ----------- -----
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
--------
4 Rights Agreement dated as of
April 10, 1998 between Alarmguard Holdings,
Inc. and American Stock Transfer & Trust
Company, which includes Certificate of
Designations of Series C Junior Participating
Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred
Shares as Exhibit C.*
99.1 Form of Letter to the holders of Alarmguard
Holdings, Inc. Common Stock, dated April
24, 1998.*
99.2 Text of Press Release dated April 7, 1998.*
________________
*Previously filed as exhibits to the Company's registration
statement on Form 8-A, declared effective by the SEC on April 22,
1998, and incorporated herein by this reference.
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