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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997
REGISTRATION STATEMENT NO. 333-31775
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
AMENDMENT NO. 4 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
SECURITY ASSOCIATES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 7382 87-0467198
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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2101 SOUTH ARLINGTON HEIGHTS ROAD, ARLINGTON HEIGHTS, ILLINOIS 60005-4142
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(847)956-8650
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JAMES S. BRANNEN
PRESIDENT
SECURITY ASSOCIATES INTERNATIONAL, INC.
2101 SOUTH ARLINGTON HEIGHTS ROAD, ARLINGTON HEIGHTS, ILLINOIS 60005-4142
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(847)956-8650
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
________________
Copies to:
JEROLD N. SIEGAN
SACHNOFF & WEAVER, LTD.
30 S. WACKER DRIVE, 29TH FLOOR
CHICAGO, ILLINOIS 60606-7484
TELEPHONE NO. (312) 207-1000
________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time after this Registration Statement becomes effective.
_________________
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, $0.001 par value 2,778,088 shares(2) $6.00 $16,668,528.00 $5,051.07
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Warrants 2,000,000 warrants $0 $0 $0
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(1) Estimated solely for purposes of computing the registration fee pursuant
to Rule 457 under the Securities Act of 1933 on the basis of the expected
offering price of the Common Stock.
(2) 778,088 of which shares are also registered for resale, with the consent
of the Registrant, by (i) certain stockholders of the Company; (ii)
persons who are holders of currently exercisable options; and (ii) persons
who receive shares covered by this Registration Statement in connection
with acquisitions and who may wish to sell such shares under circumstances
requiring or making desirable use of the Prospectus contained herein.
Also includes 2,000,000 shares which may be issued pursuant to the
exercise of the Warrants.
_________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED OCTOBER 20, 1997
PROSPECTUS
2,778,088 SHARES AND
2,000,000 WARRANTS
SECURITY ASSOCIATES INTERNATIONAL, INC.
COMMON STOCK
AND
WARRANTS
This Prospectus relates to 2,000,000 shares of common stock, $.001 par
value per share ("Common Stock") and warrants to purchase up to 2,000,000 of
said shares of Common Stock (the "Warrants"), which may be offered and issued
by Security Associates International, Inc. (the "Company"): (i) in connection
with offerings to independent security alarm system sales and installation
organizations ("Dealers") to induce them to enter into long term contractual
relationships with the Company (the "Dealer Program") which will be commenced
promptly, will be made on a continuous basis and may continue for a period in
excess of 30 days from the date of initial effectiveness under Rule
415(a)(1)(ix) of Regulation C promulgated under the Securities Act of 1933, as
amended (the "Securities Act"); (ii) in connection with acquisitions of other
businesses, real or personal properties, or securities in business combination
transactions in accordance with Rule 415(a)(1)(viii) of Regulation C; and (iii)
or otherwise under Rule 415 of Regulation C promulgated under the Securities
Act. The Common Stock offered in the Dealer Program under Rule 415(a)(1)(ix)
will be issued by the Company at an assigned value of $6.00 per share, although
no cash outlay or capital investment will be made by the Dealers for such
shares. The Company will receive no proceeds from the issuance of Common Stock
to the Dealers.
This Prospectus also covers 778,088 shares of Common Stock which may
be offered for sale by certain selling stockholders ("Selling Stockholders")
under Rule 415(a)(1)(i) and 415(a)(1)(iii). See "Securities Covered by this
Prospectus."
Dealers receiving Common Stock or Warrants under the Dealer Program will
be assuming several risks related to the securities they receive. Such Dealers
will contractually commit themselves to transfer and maintain all of their
owned Accounts for monitoring by the Company's central monitoring stations for
a period of five years. In addition, such Dealers will grant the Company (or
its subsidiaries) rights of first refusal to purchase its Accounts and for
borrowings secured by Accounts for five years. The securities issued to such
Dealers will also be subject to restrictions on transfer. The right to transfer
or pledge the securities they receive (as well as the right to exercise the
Warrants) will vest annually, at the rate of 20% a year, over a period of five
years. If the Dealer defaults on its obligations to the Company, the Dealer
will forfeit all of the securities as to which the right to transfer or pledge
have not yet vested. See "Business - Dealer Program."
The Common Stock is traded on the OTC Bulletin Board under the symbol
LRMD. On October 13, 1997, the last reported sale price of the Common Stock
was $4.50. See "Price Range of Common Stock."
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SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ________, 1997.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Amendment No. 4 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Arlington Heights, State of Illinois, on October 20, 1997.
SECURITY ASSOCIATES INTERNATIONAL, INC.
By: /s/ James S. Brannen
-------------------------------------
James S. Brannen
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to the Registration Statement has been signed by the
following persons in the capacities on the 20th day of October, 1997.
SIGNATURE TITLE
/s/ James S. Brannen President (Principal Executive Officer)
-------------------- and Director
James S. Brannen
/s/ Ronald I. Davis* Director
--------------------
Ronald I. Davis
/s/ Thomas J. Salvatore* Director
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Thomas J. Salvatore
/s/ Douglas Oberlander* Director
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Douglas Oberlander
/s/ Daniel S. Zittnan* Vice President, Treasurer and Chief
----------------------- Financial Officer (Principal Financial and
Daniel S. Zittnan Accounting Officer)
*By/s/ Howard Schickler Attorney-In-Fact
-----------------------
Howard Schickler
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