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Registration No. 333-_____
As filed with the Securities and Exchange Commission on June 9, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SECURITY ASSOCIATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 87-0467198
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2101 SOUTH ARLINGTON HEIGHTS ROAD (847) 956-8650
SUITE 100 (Telephone number, including
ARLINGTON HEIGHTS, ILLINOIS 60005 area code, of registrant's
(Address, including zip code, of principal executive offices)
Registrant's principal executive offices)
SECURITY ASSOCIATES INTERNATIONAL, INC.
STOCK OPTION PLAN
(full title of the plan)
MR. JAMES S. BRANNEN
PRESIDENT
SECURITY ASSOCIATES INTERNATIONAL, INC.
2101 SOUTH ARLINGTON HEIGHTS ROAD
SUITE 100
ARLINGTON HEIGHTS, ILLINOIS 60005
(847) 956-8650
(Name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered(1) offering price per aggregate offering registration fee(2)
to be registered share(2) price(2)
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Common Stock, par value 1,000,000 $3.75 $3,750,000 $990
$.001 per share
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(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
the American Stock Exchange on June 5, 2000.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 333-87833, which was filed with the Commission on
September 27, 1999 is incorporated by reference in this S-8 Registration
Statement.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 Village of Arlington Heights, State of Illinois, on the
7th day of June, 2000.
Security Associates International, Inc.
By: /s/ James S. Brannen
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James S. Brannen
President and Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James S. Brannen and Howard S. Schickler, and
each of them singly, his true and lawful attorneys-in-fact and agents, 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 Security Associates International, Inc.) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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President, Chief Executive Officer June 7, 2000
/s/ James S. Brannen and Director (Principal Executive Officer)
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James S. Brannen
Senior Vice President and June 7, 2000
Chief Financial Officer (Principal
/s/ Daniel S. Zittnan Financial and Accounting Officer)
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Daniel S. Zittnan
/s/ Ronald I. Davis Director June 7, 2000
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Ronald I. Davis
/s/ Thomas J. Salvatore Director June 7, 2000
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Thomas J. Salvatore
/s/ Douglas J. Oberlander Director June 7, 2000
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Douglas J. Oberlander
/s/ Michael B. Jones Director June 7, 2000
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Michael B. Jones
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of
Security Associates International, Inc.1
4.2 By-Laws of Security Associates International, Inc., as
amended to date1
4.3 First Amendment to Security Associates International, Inc.
Stock Option Plan
5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of Arthur Andersen, LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
24 Powers of Attorney (contained on the signature page hereto)
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1 Incorporated by reference from the Company's Registration Statement on Form
S-1 dated April 22, 1998, as amended and supplemented.
