SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Firetector Inc. (File No. 0-17580)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Firetector Inc.
262 Duffy Avenue
Hicksville, New York 11801
Dear Stockholder:
You are cordially invited to attend the Special Meeting of the
Stockholders of Firetector Inc., a Delaware corporation (the "Company" or
"Firetector") to be held at the offices of Dolgenos Newman & Cronin LLP, 96
Spring Street, 8th Floor, New York, New York 10012, on September 23, 1998 at
11:00 a.m.
As you are aware, Firetector's common stock is listed for
quotation on the Nasdaq SmallCap Market. Recently, Firetector shares have been
trading at prices less than $1.00 per share. One of Nasdaq's criteria for
maintaining the SmallCap listing requires that the shares trade at a minimum bid
price of $1.00 per share. Your Board of Directors has determined that a reverse
split of the stock is the best method of returning the stock to this level. Your
Board remains convinced that the current market price of the stock represents a
serious undervaluation, however, action is required to maintain the SmallCap
listing and the liquidity it provides to stockholders.
At the meeting you will be asked to consider and vote upon an
amendment to the Company's Certificate of Incorporation to effect a reverse
stock split of the Company's Common Stock such that every three (3) shares of
Common Stock outstanding would be converted into one (1) share of new Common
Stock.
Your vote is important. We urge you to complete, sign, date
and return the enclosed proxy card promptly in the accompanying prepaid
envelope. You may, of course, attend the Meeting and vote in person, even if you
have previously returned your proxy card.
Sincerely yours,
Daniel S. Tamkin, Chairman
Joseph Vitale, President and Chief Operating Officer
<PAGE>
Firetector Inc.
262 Duffy Avenue
Hicksville, New York 11801
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on September 23, 1998
To the Stockholders of
Firetector Inc.
Notice is hereby given that a Special Meeting of Stockholders
of Firetector Inc., a Delaware corporation ("Firetector") will be held at 11:00
a.m., local time, on September 23, 1998 at the offices of Dolgenos Newman &
Cronin LLP, 96 Spring Street, 8th Floor, New York, New York, for the following
purposes:
(1) To approve an amendment to the Company's Restated
Certificate of Incorporation to effect a reverse stock split of the Company's
Common Stock such that every three (3) shares of Common Stock outstanding would
be converted into one (1) share of Common Stock.
(2) To conduct such other business as may properly come before
the Special Meeting or any adjournments or postponements thereof.
Only record holders of Common Stock at the close of business
on August 28, 1998 are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.
To ensure that your vote will be counted, please complete,
sign, date and return the Proxy in the enclosed prepaid envelope whether or not
you plan to attend the Special Meeting. You may revoke your proxy by notifying
the secretary of the company in writing at any time before it has been voted at
the Special Meeting.
By Order of the Board of Directors
Dennis P. McConnell
Secretary, Firetector Inc.
August 31, 1998
Hicksville, New York
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY WHETHER OR NOT YOU PLAN
TO BE PRESENT AT THE SPECIAL MEETING.
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FIRETECTOR INC.
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 23, 1998
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF FIRETECTOR INC.
If properly signed and returned and not revoked, the proxy will be
voted in accordance with the instructions it contains. The persons named in the
accompanying proxy will vote the proxy in favor of the proposal to amend the
Company's Certificate of Incorporation to effect a reverse split of Firetector's
common stock (the "Reverse Split") as recommended by the Board of Directors
unless contrary instructions are given. At any time before it is voted, each
proxy granted may be revoked by the stockholder by a later dated proxy, by
written revocation addressed to the Secretary of Firetector Inc. at the address
below or by voting by ballot at the Special Meeting.
The Company's principal executive offices are located at 262 Duffy
Avenue, Hicksville, New York 11801. This proxy statement and the accompanying
proxy are being sent to stockholders on or about August 31, 1998. ANY PROXY MAY
BE REVOKED IN PERSON AT THE SPECIAL MEETING, BY SUBMITTING A PROXY DATED LATER
THAN THE PROXY TO BE REVOKED OR BY NOTIFYING THE SECRETARY OF THE COMPANY IN
WRITING AT ANY TIME PRIOR TO THE TIME THE PROXY IS VOTED.
VOTING SECURITIES
The Board has fixed the close of business on August 28, 1998 as the
record date (the "Record Date") for determination of stockholders entitled to
receive notice of and to vote at the Special Meeting or any adjournment thereof.
Only stockholders of record at the close of business on the Record Date will be
entitled to notice of and to vote at the Special Meeting. At the close of
business on the Record Date, the Company had outstanding 4,713,287 shares of
Common Stock. The Common Stock is entitled to vote on the proposed Reverse
Split. The holders of a majority of the Common Stock constitute a quorum for
those portions of the Special Meeting where action is required of holders of
Common Stock.
ACTION TO BE TAKEN UNDER PROXY
All proxies for holders of Common Stock in the accompanying form that
are properly executed and returned will be voted at the Special Meeting and any
adjournments thereof in accordance with any specifications thereon or, if no
specifications are made, will be voted in favor of the proposal of an amendment
to the Restated Certificate of Incorporation of the Company, effecting the
Reverse Split.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's outstanding Common Stock at July
31, 1998 of (i) each beneficial owner of more than five percent of the Common
Stock, (ii) each of the Company's Directors, and (iii) all Officers and
Directors of the Company as a group.
Common Stock Beneficially Owned At July 31, 1998
Number of Shares Percent of Shares
--------------------------------------
Mirtronics Inc.(1) 3,289,634 55.3%
Gentera Capital Corp.(2) 500,000 9.8%
Daniel S. Tamkin (3) 368,200 7.3%
Joseph Vitale (4, 5) 36,375 nil
Henry Schnurbach (5) 11,000 nil
John A. Poserina (4, 5) 27,500 nil
Dennis P. McConnell (5, 6) 5,000 nil
All Executive Officers and
Directors as a Group (5 Persons) 448,075 8.9%
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(1) Includes 1,240,000 shares of Common Stock issuable upon exercise of
presently exercisable options held by Mirtronics and conversion of debt owed to
Mirtronics and convertible into shares of Common Stock. Address is 106 Avenue
Road, Toronto, Ontario.
(2) Includes 400,000 shares of Common Stock issuable upon exercise of
presently exercisable options. Address is 106 Avenue Road, Toronto, Ontario.
(3) Includes 308,200 shares of Common Stock issuable upon exercise of
presently exercisable options; of these options, 17,500 were granted by the
Company and 290,700 were acquired from Mirtronics. Address is 106 Avenue Road,
Toronto, Ontario.
(4) Address is 262 Duffy Avenue, Hicksville, NY.
(5) Issuable upon exercise of presently exercisable options.
(6) Address is 96 Spring Street, New York, NY.
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APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK
GENERAL
The Board of Directors of the Company has unanimously approved, and is
hereby soliciting stockholder approval of, an amendment to the Company's
Certificate of Incorporation, in the form of Exhibit "A" attached to this Proxy
Statement (the "Amendment"), effecting the Reverse Split with respect to all
issued shares of Common Stock. As a result of the Reverse Split, every three (3)
shares of existing Common Stock outstanding ("Old Common Stock") as of the time
of filing of the Amendment with the Delaware Secretary of State (the "Effective
Date") would be automatically converted into one (1) new share of Common Stock
("New Common Stock").
The Certificate of Incorporation of the Company, as amended to date,
provides for 25,000,000 authorized shares of Common Stock, par value $.001 per
share; 4,713,287 of which were issued and outstanding as of the Record Date, and
2,000,000 shares of Preferred Stock, par value $.01, of which none were issued
and outstanding as of the Record Date.
In order to effect the Reverse Split, the stockholders are being asked
to approve the Amendment. The Board of Directors of the Company believes that
the Reverse Split is in the best interests of both the Company and its
stockholders and has approved the Reverse Split. The Board of Directors of the
Company reserves the right, notwithstanding stockholder approval and without
further action by the stockholders, to decide not to proceed with the Reverse
Split if at any time prior to its effectiveness it determines, in its sole
discretion, that the Reverse Split is no longer in the best interests of the
Company and its stockholders.
EFFECTS OF THE REVERSE SPLIT
If effected, the Reverse Split would reduce the number of outstanding
shares of Old Common Stock from 4,713,287 as of the Record Date of the Special
Meeting (August 28, 1998) to approximately 1,571,096 shares of New Common Stock
as of the Effective Date. (The foregoing assumes no issuances of Common Stock
between said Record Date and the Effective Date.) The Reverse Split would have
no effect on the number of authorized shares of either the Common Stock or
Preferred Stock or the par value of the stock and each share of New Common Stock
will continue to entitle its holder to one vote.
All outstanding options, warrants, rights and convertible securities
that include provisions for adjustments in the number of shares covered thereby,
and the exercise or conversion price thereof, would be appropriately adjusted
for the Reverse Split automatically on the Effective Date. The Reverse Split
would not affect any stockholder's proportionate equity interest or proportional
voting power in the Company except for those stockholders whose holdings will be
rounded up or down in lieu of fractional shares. None of the rights currently
accruing to holders of the Company's Common Stock, or options or warrants to
purchase Common Stock, will be affected by the Reverse Split.
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The Reverse Split will result in some stockholders holding odd lots of
the Company's Common Stock (blocks of less than 100 shares). Because
broker/dealers typically charge a higher commission to complete trades in odd
lots of securities, the transaction costs may increase for those stockholders
who will hold odd lots after the Reverse Split.
Although the Board of Directors believes as of the date of this Proxy
Statement that the Reverse Split is advisable, the Reverse Split may be
abandoned by the Board of Directors at any time before, during or after the
Special Meeting and prior to the Effective Date.
The Board of Directors may make any and all changes to the Amendment
that it deems necessary in order to file the Amendment with the Delaware
Secretary of State and give effect to the Reverse Split.
REASONS FOR THE REVERSE SPLIT
The Board of Directors believes that the Reverse Split is beneficial to
the Company and the stockholders. The principal reason for the Reverse Split is
the desire to remain eligible for listing on the NASDAQ SmallCap Market. Failure
to maintain a bid price in excess of $1.00 per share could result in the future
delisting of the Common Stock on the NASDAQ SmallCap Market, which might
adversely affect the trading in and liquidity of the Common Stock. The Company's
trading symbol will remain unchanged (FTEC).
The high and low bid and ask quotations for the Common Stock for each fiscal
quarter for the last two complete fiscal years and the fiscal quarters
subsequent to fiscal year end have been as follows:
Quarter Ended BID ASK
High Low High Low
---------------------------------------------
December 31, 1995 1 5/8 15/16 1 3/4 1 1/8
March 31, 1996 1 1/2 1 1/8 1 5/8 1 1/4
June 30, 1996 2 3/8 1 3/16 2 7/16 1 1/4
September 30, 1996 2 1/4 1 1/2 2 5/16 1 5/8
December 31, 1996 1 3/4 7/8 1 13/16 1 1/16
March 31, 1997 1 15/16 1 2 1/32 1 1/32
June 30, 1997 1 5/8 1 1/8 1 23/32 1 3/8
September 30, 1997 1 9/32 15/16 1 1/2 1
December 31, 1997 1 1/8 5/8 1 3/16 13/16
March 31, 1998 1 1/4 3/4 1 5/16 7/8
June 30, 1998 1 1/4 25/32 1 5/16 13/16
By reason of the Reverse Split, the market value of a share of Common
Stock may increase to a level above the current market trading price. Failure to
maintain a closing bid price in excess of $1.00 per share following the Reverse
Split could result in the future delisting of the Company's Common Stock from
the NASDAQ SmallCap Market, which might adversely affect the trading in and
liquidity of such shares. While the Board of Directors believes that the shares
of Common Stock will trade at higher prices than those which have prevailed in
recent months, there can be no assurance that such increase in the trading price
will occur or, if it does occur, that it will equal or exceed the direct
arithmetical result of the Reverse Split since there are numerous factors and
contingencies
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<PAGE>
which could affect such price. No assurance can be given that the Company will
continue to meet the listing requirements for the NASDAQ SmallCap Market
following the Reverse Split.
MECHANICS OF REVERSE SPLIT
If the Reverse Split is approved by the requisite vote of the Company's
stockholders, the Amendment will be filed no later than September 25, 1998 and
the Reverse Split will thus be effected, unless abandoned by the Board of
Directors as described above. Upon filing of the Amendment, every three (3)
issued and outstanding shares of Old Common Stock will, immediately following
filing of the Amendment, be automatically and without any action on the part of
the stockholders converted into and reconstituted as one (1) share of New Common
Stock.
As soon as practical after the Effective Date, the Company will forward
a letter of transmittal to each holder of record of shares of Old Common Stock
outstanding as of the Effective Date. The letter of transmittal will set forth
instructions for the surrender of certificates representing shares of Old Common
Stock to American Stock Transfer & Trust Company, the Company's transfer agent
in exchange for certificates representing the number of whole shares of New
Common Stock into which the shares of Old Common Stock have been converted as a
result of the Reverse Split.
CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT PRIOR TO
RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM THE COMPANY.
Until a stockholder forwards a completed letter of transmittal together
with certificates representing his shares of Old Common Stock to the transfer
agent and receives a certificate representing shares of New Common Stock, such
stockholder's Old Common Stock shall be deemed equal to the number of whole
shares of New Common Stock to which each stockholder is entitled as a result of
the Reverse Split.
No scrip or fractional certificates will be issued in the Reverse
Split. Instead, the Company will round up or round down to the nearest whole
number of shares. Share holdings which as a consequence of the Reverse Split
result in fractional positions of (i) greater than .5 shares will be rounded up,
and (ii) less than .5 shares will be rounded down, to the nearest whole number
of shares of New Common Stock in lieu of fractional shares.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of the material anticipated federal income
tax consequences of the Reverse Split to stockholders of the Company. This
summary is based on the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury Department Regulations (the "Regulations")
issued pursuant thereto, and published rulings and court decisions in effect as
of the date hereof, all of which are subject to change. This summary does not
take into account possible changes in such laws or interpretations, including
amendments to the Code, applicable statutes, Regulations and proposed
Regulations or changes in judicial or administrative rulings, some of which may
have retroactive effect. No assurance can be given that any such changes will
not adversely affect the discussion of this summary.
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This summary is provided for general information only and does not
purport to address all aspects of the possible federal income tax consequences
of the Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. In
particular, and without limiting the foregoing, this summary does not consider
the federal income tax consequences to stockholders of the Company in light of
their individual investment circumstances or to holders subject to special
treatment under the federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers). In addition,
this summary does not address any consequence of the Reverse Split under any
state, local or foreign tax laws. As a result, it is the responsibility of each
stockholder to obtain and rely on advice from his or her personal tax advisor as
to: (i) the effect on his or her personal tax situation of the Reverse Split,
including the application and effect of state, local and foreign income and
other tax laws; (ii) the effect of possible future legislation and Regulations;
and (iii) the reporting of information required in connection with the Reverse
Split on his or her own tax returns. It will be the responsibility of each
stockholder to prepare and file all appropriate federal, state and local tax
returns.
No ruling from the Internal Revenue Service ("Service") nor opinion of
counsel will be sought or obtained regarding the federal income tax consequences
to the stockholders of the Company as a result of the Reverse Split.
ACCORDINGLY, EACH STOCKHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH
STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN
INCOME AND OTHER TAX LAWS.
The Company believes that the Reverse Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Code. As a result, no gain
or loss will be recognized by the Company or its stockholders in connection with
the Reverse Split. A stockholder of the Company who exchanges his or her Old
Common Stock solely for New Common Stock will recognize no gain or loss for
federal income tax purposes. A stockholder's aggregate tax basis in his or her
shares of New Common received from the Company will be the same as his or her
aggregate tax basis in the Old Common Stock exchanged therefor. The holding
period of the New Common Stock received by such stockholder will include the
period during which the Old Common Stock surrendered in exchange therefor was
held, provided all such Common Stock was held as a capital asset on the date of
the exchange.
NO DISSENTERS' RIGHTS
Dissenting stockholders have no appraisal rights under Delaware law or
under the Company's Certificate of Incorporation or Bylaws in connection with
the Reverse Split.
VOTE REQUIRED
The approval of the Amendment to the Company's Restated Certificate of
Incorporation effecting the Reverse Split requires the affirmative vote of a
majority of the outstanding shares of the Common Stock entitled to vote thereon
at the Special Meeting.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
OTHER BUSINESS
The proxy confers discretionary authority on the proxies with respect to
any other business which may come before the Special Meeting. The Board of
Directors of Firetector knows of no other matters to be presented at the Special
Meeting. The persons named in the proxy will vote the shares for which they hold
proxies according to their best judgment if any matters not included in this
Proxy properly come before the meeting, unless the contrary is indicated.
7
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SHARES FIRETECTOR INC. PROXY NO.
262 Duffy Avenue, Hicksville, New York 11801
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel S. Tamkin and Dennis P.
McConnell as Proxies, each with the power to appoint his substitute and hereby
authorizes them to represent and to vote, as designated below and on the reverse
hereof, all shares of common stock of Firetector Inc. ("Firetector") held of
record by the undersigned on August 28, 1998 at the Special meeting of
stockholders of Firetector to be held on September 23, 1998 or any adjournments
thereof. The undersigned hereby revokes any proxies heretofore given to vote
said shares.
1. APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO
EFFECT A THREE (3) FOR ONE (1) REVERSE STOCK SPLIT OF THE COMPANY'S COMMON
STOCK, PAR VALUE $0.001 PER SHARE.
[_] FOR [_] AGAINST [_] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
2. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AS THE
NAMED PROXIES CONSIDER ADVISABLE IN THEIR JUDGMENT WITH REGARD TO ANY OTHER
MATTERS PROPERLY BROUGHT TO A VOTE AT THE MEETING.
Please sign exactly as your
name appears to the left
hereof. When signing as
corporate officer, partner,
attorney, administrator,
trustee or guardian, please
give your full title as
such.
Dated , 1998
Authorized Signature
Title
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
FIRETECTOR INC.
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
The undersigned, President and Secretary of Firetector Inc. (the
"Corporation"), a corporation organized and existing under and pursuant to the
General Corporation Law of the State of Delaware, hereby certify as follows:
FIRST: The name of the Corporation is Firetector Inc.
SECOND: The first paragraph of Article FOURTH of the Certificate of
Incorporation of the Corporation is hereby amended in its entirety
to read as follows:
"FOURTH (a) The aggregate number of shares which the
corporation shall have the authority to Issue is twenty-seven million
(27,000,000) shares, of which twenty-five million (25,000,000) shares
shall be designated as Common Stock having a par value of $.001 per
share and two million (2,000,000) shares shall be designated as
Preferred Stock, having a par value of $.01 per share.. Upon the
amendment of this Article, every three (3) issued and outstanding
shares of Common Stock, $0.001 par value per share ('Old Common
Stock'), shall be automatically and without any action on the part of
the stockholders converted into and reconstituted as one (1) share of
Common Stock, $0.001 par value per share ('New Common Stock'), subject
to the treatment of fractional interests as described below. Each
holder of a certificate or certificates which immediately prior to the
Amendment of the Certificate of Incorporation becoming effective
pursuant to the General Corporation Law of the State of Delaware (the
'Effective Date'), represented outstanding shares of the Old Common
Stock shall be entitled to receive a certificate for the number of
shares of New Common Stock they own by presenting their old
certificate(s) to the Corporation's transfer agent for cancellation and
exchange. No scrip or fractional certificates will be issued. In lieu
of fractional shares, the Company will round up or round down to the
nearest whole number of shares. Share holdings which as a consequence
of the Reverse
<PAGE>
Split result in fractional positions of (i) greater than .5 shares will
be rounded up, and (ii) less than .5 shares will be rounded down, to
the nearest whole number of shares of New Common Stock in lieu of
fractional shares."
THIRD: This Certificate of Amendment of Restated Certificate of
Incorporation shall be effective as of September 31, 1998.
FOURTH: This Certificate of Amendment of Certificate of Incorporation was
duly adopted by the requisite vote of the Board of Directors of the corporation.
FIFTH: That at a special meeting of stockholders held on September 23,
1998, in accordance with Section 222 of the General Corporation Law of the State
of Delaware, the necessary number of shares as required by statute were voted in
favor of the amendments.
SIXTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation law.
IN WITNESS WHEREOF, this Certificate has been signed and is affirmed as
true under penalties of perjury by the undersigned on this _______ day of
September 1998
FIRETECTOR INC.
-----------------------------------
Joseph Vitale, President
ATTEST
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Dennis P. McConnell, Secretary
