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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported) May 17, 1995
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FIRETECTOR INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17580 11-2941299
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
262 Duffy Avenue, Hicksville, New York 11801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 433-4700
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THIS CURRENT REPORT ON FORM 8-K IS BEING FILED SOLELY TO
DEMONSTRATE COMPLIANCE WITH NASDAQ SMALL-CAP LISTING MAINTENANCE
REQUIREMENTS.
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Item 5. Other Events.
On May 17, 1995, Mirtronics Inc., the Registrant's largest
stockholder converted $250,000 of debt owed to it by the
Registrant into 250,000 shares of Class A, Series 1 Preference
Shares (the "Preference Shares"), pursuant to the terms and
conditions of a Debt/Equity Coversion Agreement (the
"Agreement"), dated as of March 15, 1995. The Agreement provides
Mirtronics with the right to convert outstanding debt owed to it
by the Registrant into Preference Shares. The Preference Shares
(i) are entitled to two(2) votes per share; (ii) convert to two
(2) shares of Common Stock for each share of Preference Stock;
(iii) provide the holders thereof the right, at any time and from
time to time, to require the the Registrant to redeem the
Preference Stock together with all accrued and unpaid dividends
thereon; and (iv) provide the holders thereof with certain
protections against diminution of the the Registrant's assets and
certain organic changes in the existence of the the Registrant.
While the Preference Shares may be redeemed at the option of the
holder or the Registrant it is quite unlikely to occur due to
strict covenants in the Registrant's credit facility. It is not
anticipated that the lender will allow dividends, redemptions, or
debt payments to related parties until the Registrant shows a
continued record of acceptable profits.
The Registrant is not required to and has not included in
this Current Report, financial statements. However, included in
Item 7 to this Current Report are pro forma financial statements
of the Registrant as at May 17, 1995, giving effect to the
conversion.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
10.1 Debt/Equity Conversion Agreement,
dated as of March 15, 1995 between
Mirtronics Inc. and Firetector
Inc.<Fn1>
99.1 Pro-Forma Balance Sheet as at May 17, 1995
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<Fn1> Reference is made to the correspondingly numbered Exhibit
to the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1995.
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Firetector Inc. and Subsidiaries
Pro-Forma Consolidated Balance Sheet
Unaudited
<TABLE>
<CAPTION>
March 31,
1995
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<S> <C>
ASSETS
Current assets:
Cash $ 60,566
Accounts receivable, principally
trade, less allowance for
doubtful accounts of $128,101 3,699,024
Accounts receivable from affiliate 236,533
Inventories 1,808,940
Prepaid expenses and other current assets 170,269
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Total current assets 5,975,332
Property and equipment at cost, less
accumulated depreciation and
amortization of $470,772 485,033
Software development costs, net 105,319
Other assets 515,853
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Total assets $7,081,537
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<FN>
To reflect the conversion of debt from Mirtronics to Preferred
Stock on May 17, 1995
/TABLE
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Firetector Inc. and Subsidiaries
Pro-Forma Consolidated Balance Sheet (continued)
Unaudited
<TABLE>
<CAPTION>
March 31,
1995
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<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable bank - in default $2,336,915
Other notes payable 375,839
Accounts payable and accrued expenses 1,824,730
Unearned service revenue 307,472
Current portion of capital lease obligations 5,177
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Total current liabilities 4,850,133
Other notes payable, less current portion 164,980
Capital lease obligations, less current portion 3,582
Due to affiliated companies 53,411
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Total liabilities 5,072,106
Stockholders' equity:
Convertible preferred stock, 2,000,000
shares authorized - 675,000 shares issued
and outstanding 675,000
Common stock, 25,000,000 shares authorized,
$.001 par value; issued and outstanding
3,183,400 shares 3,183
Capital in excess of par 5,292,611
Deficit (3,961,363)
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Total stockholders' equity 2,009,431
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Total liabilities and stockholders' equity $7,081,537
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<FN>
To reflect the conversion of debt from Mirtronics to Preferred
Stock on May 17, 1995
</TABLE>
