SCHNECK WELTMAN HASHMALL & MISCHEL LLP
ATTORNEYS AT LAW
1285 Avenue of the Americas
New York, New York 10019
(212)956-1500
Fax: (212) 956-3252
May 14, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20001
Attn: Stephanie Marks, Esq.
Re: Response USA, Inc.
Registration Statement on Form S-3
File No. 333-3472
Dear Sir or Madam:
Enclosed for filing is Amendment No. 2 to the Registration
Statement on Form S-3 of Response USA, Inc. (the "Company"), relating to
an offering by certain securityholders of the Company (the "Registration
Statement"). The only substantive change made from the prior amendment
is to include the incorporation by reference of the Company's Form 10-
QSB for the quarter ended March 31, 1996. We will file an acceleration
request under separate cover.
Should you require any additional information, please contact the
undersigned at (212) 956-1500.
Very truly yours,
/S/Thomas A. Rose
Enclosures
cc: Richard M. Brooks, Esq.
Mr. Alan Cohen
As filed with the Securities and Exchange Commission on May 14,
1996
Registration No. 333-3472
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
RESPONSE USA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3088639
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11-K Princess Road
Lawrenceville, New Jersey 08648
(609) 896-4500
(Address, Including Zip Code, and Telephone Number, Including
Area Code. of Registrant's Principal Executive Offices)
Richard M. Brooks, President
Response USA, Inc.
11-K Princess Road
Lawrenceville, New Jersey 08648
(609) 896-4500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
___________
Copies to:
Felice F. Mischel, Esq.
Thomas A. Rose, Esq.
Schneck Weltman Hashmall & Mischel LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 956-1500
Approximate date of proposed sale to the public:
From time to time after the effective date of this registration
statement, as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
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, other than securities offered only in
connection with dividend or interest reinvestment plans, 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 of 1933,
please check the following box and list the Securities Act of 1933
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 of 1933, check the following box
and list the Securities Act of 1933 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. [ ]
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, or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a)
may determine.
RESPONSE USA, INC.
1,144,183 Shares of Common Stock
This Prospectus relates to the sale of 1,144,183 shares of
common stock, $.008 par value per share (the "Common Stock"), of
Response USA, Inc. (the "Company"). Of such shares of Common Stock,
378,295 shares may be sold after issuance upon conversion of the
Company's 10% Subordinated Convertible Debentures (the "Debentures"),
61,000 shares of Common Stock may be sold after issuance upon exercise
of certain class C redeemable common stock purchase warrants ("Class C
Warrants") issued to holders of the Debentures, and the sale of 92,500
shares of Common Stock which may be sold after issuance upon the
exercise of a Common Stock purchase warrant issued to Lew Lieberbaum &
Co., Inc. (the "LLCO Warrant"). The foregoing shares of Common Stock
will be offered for the account of certain securityholders (the "Selling
Stockholders") of the Company who acquired such shares in connection
with (i) a private placement of the Company's securities, (ii) the
acquisition of certain assets or capital stock by the Company, or (iii)
compensation to certain individuals for services rendered to the
Company.
The Company has informed the Selling Stockholders that the
anti-manipulative rules under the Securities Exchange Act of 1934, Rules
10b-2, 10b-6 and 10b-7, may apply to their sales in the market and has
furnished the Selling Stockholders with a copy of these rules. The
Company has also informed the Selling Stockholders of the need for
delivery of copies of this Prospectus. The Company will pay all
expenses in connection with this offering, which expenses are estimated
to be approximately $30,000.
The Common Stock is traded in the over-the-counter market
and is quoted on The NASDAQ SmallCap Stock Market ("NASDAQ") under the
symbol RUOK. On May 13, 1996, as reported by NASDAQ, the closing bid
price for the Common Stock was $6.875 per share.
_________________________________
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS
OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS." (PAGE )
_________________________________
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 , 1996
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission, Washington, D.C. (the "Commission") a Registration Statement
on Form S-3 under the Securities Act of 1933 (the "Act") with respect to
the securities offered by this Prospectus. For further information with
respect to the securities offered hereby, reference is made to the
Registration Statement and to the exhibits listed in the Registration
Statement.
The Company is subject to the information requirements of
the Securities Exchange Act of 1934 and in accordance therewith files
reports, proxy statements and other information with the Commission.
Reports, Proxy Statements and other information can be inspected and
copies made at the public reference facilities of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as the following Regional Offices: 7 World Trade Center, New
York, New York, 10007, and Room 1204 Everett McKinley Dirksen Building,
219 South Dearborn Street, Chicago, Illinois, 60604. Copies can also be
obtained at prescribed rates from the Commission's Public Reference
Section, Judiciary Plaza, 450 Fifth Avenue, N.W., Washington, D.C.
20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for its fiscal year
ended June 30, 1995, the Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1995, the Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1995 and March 31, 1996, the Reports on Form
8-K filed February 29, 1996 and March 28, 1996, Amendment Nos. 1 and 2 to
form 8-K, each filed on May 14,1996, and the description of the Company's
Common Stock contained in its Registration Statement on Form S-3 filed with
the Commission on April 11, 1996, as amended, all of which have been previously
filed with the Commission, are incorporated in this Prospectus by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior
to the termination of the offering made hereby are also incorporated by
reference herein and made a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein is modified or superseded for all purposes to the extent that the
statement contained in this Prospectus or in any other subsequently filed
document which is incorporated by reference modifies or replaces such
statement. The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
the written or oral request of such person, a copy of all documents
incorporated herein by reference (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by
reference in such documents).
PROSPECTUS SUMMARY
The following is a summary of certain information contained
in this Prospectus and is qualified in its entirety by the more detailed
information, Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus.
The Company
Response USA, Inc. (the "Company"), through its wholly-owned
subsidiaries, Response Ability Systems, Inc. ("Systems") and Emergency
Response Systems, Inc. ("ERS"), markets a personal emergency response
system, ("PERS") which enables users, such as elderly or disabled
persons, to transmit a distress signal using a portable transmitter
which is part of the PERS. When activated by the pressing of a button,
the transmitter sends a radio signal to a receiving base installed in
the user's home. The receiving base relays the signal over telephone
lines to a monitoring station which provides continuous monitoring
services. The monitoring station personnel verify the nature of the
emergency and contact the appropriate emergency authorities in the
user's area. The Company, through its wholly-owned subsidiary United
Security Systems, Inc. ("USS"), is also engaged in the sale,
installation, continuous monitoring and maintenance of electronic
security systems.
Systems commenced operations in 1985 and, by 1987, had sold
over 4,000 franchises in 42 states for the distribution of PERS.
Systems marketed the franchises to individuals who purchased such
franchises as a part-time business or second source of income. The
Company believes such franchisees were poorly capitalized. Systems
incurred substantial losses in its franchise operations as costs to
establish, maintain, promote and service the franchise network exceeded
the revenues from the sale of the franchises. Such losses resulted in
Systems filing a petition for reorganization under Chapter 11 of the
Federal Bankruptcy Act in October 1987. While in reorganization,
Systems discontinued its franchise sales operations, and the Company has
no intention of resuming new franchise sales, although a number of its
original franchisees are still actively utilizing the Company's
monitoring and purchasing its PERS. Since the confirmation of Systems'
Plan of Reorganization in January 1990, Systems has devoted substantial
efforts to broadening and diversifying its marketing programs to sell
PERS units through national pharmacy chains including Revco D.S., Wal-
Mart Stores, Inc and K-Mart pharmacies, rather than direct marketing.
The Company sells its PERS products directly to the consumer
and through franchisees in the United States and a distributor in Canada
under the "Instant Response," "Response Ability" trade names. The
Company also sells and leases PERS through its institutional division to
hospitals and home health care agencies. In addition, the Company
provides monitoring services through a third-party monitoring station
located in Euclid, Ohio, to tens of thousands of users of the Company's
PERS. The Company also sells PERS and related accessories, which are
manufactured by a contractor located in Florida, to independent home
alarm and other vendors under private label programs.
The Company's electronic security business utilizes
electronic devices installed in customers' businesses and residences to
provide detection of events, such as intrusion or fire, surveillance and
control of access to property. The detection devices are monitored by
the same third-party monitoring station which monitors the Company's
PERS units. In some instances, commercial customers may monitor these
devices at their own premises or the devices may be connected to local
fire or police departments. The products and services marketed in the
electronic security services industry range from residential systems
that provide basic entry and fire protection to more sophisticated
commercial systems. USS commenced operation in March 1994, upon the
acquisition of substantially all of the assets of two companies engaged
in the electronic security business.
The Company, then known as Larsen Software Corporation and
originally incorporated in Utah in June 1984 for the purpose of
acquiring computer software, consummated an intra-state offering in 1985
in which it issued 184,642 shares of common stock and received proceeds
of $25,850 which were utilized principally to pay accounting and
administrative costs. The Company, which changed its state of
incorporation to Nevada in September 1989, did not engage in any
significant business operations until August 1990 when it acquired all
of the outstanding common stock of Systems. In connection with its
acquisition of Systems, the Company changed its name to Lifecall
America, Inc. Systems was incorporated in Delaware in 1985 to do
business as a franchisor of direct sellers of PERS, and engaged
principally in such business until October 1987, when it filed a
petition for reorganization under Chapter 11 of the Federal Bankruptcy
Act. Systems' plan of reorganization (the "Plan of Reorganization") was
confirmed by the U.S. Bankruptcy Court in January 1990, and became
effective in February 1990. In March 1992, the Company changed its name
to Response USA, Inc. and its state of incorporation from Nevada to
Delaware. ERS was incorporated in Delaware in 1994. References to the
Company include Systems, ERS and USS.
The Company's executive offices are located at 11-K Princess
Road, Lawrenceville, New Jersey 08648, and its telephone number at that
address is (609) 896-4500.
Securities Offered 1,144,183 shares of Common Stock.
Use of Proceeds The Company will not receive any of the proceeds
from the sale of Common Stock offered by the Selling Stockholders
hereby. Any money received by the Company upon the exercise of the
Class C Warrants will be used for working capital purposes.
Risk Factors The securities offered hereby involve a
high degree of risk. See "RISK FACTORS."
Offering Price All or part of the shares of Common Stock
offered hereby may be sold from time to time in amounts and on terms to
be determined by the Selling Stockholders at the time of sale.
NASDAQ Trading
Symbol RUOK
RISK FACTORS
THIS OFFERING INVOLVES SUBSTANTIAL INVESTMENT RISK AND
COMMON STOCK SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS
OF THEIR ENTIRE INVESTMENT. IN EVALUATING AN INVESTMENT IN THE COMPANY
AND ITS BUSINESS PRIOR TO PURCHASE, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AS WELL AS OTHER
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS:
Unprofitable Operations; Significant Obligations. The
Company incurred losses of $4,359,620 and $3,030,830 for the years ended
June 30, 1994 and June 30, 1995, respectively. The Company does not
currently believe that it will become profitable within the next 12
months, absent any significant change in its business operation or
funding. In addition, the Company is required to pay the long-term
indebtedness of Systems in connection with Systems Plan of
Reorganization, through the year 2000. The Company has funded its
operations through various private placements of its securities and will
likely continue to do so until the Company's operations become
profitable or more advantageous sources of capital become available.
However, there can be no assurance that such funds will continue to be
available if needed. Inability to provide for its working capital needs
would seriously inhibit the Company's development, adversely affect its
results of operations and prospects and, if continued for a prolonged
period, may require that the Company curtail its business.
Consequences of Default under Plan of Reorganization. The
Company's wholly-owned subsidiary, Systems, filed a petition for
reorganization under Chapter 11 of the Federal Bankruptcy Act in October
1987. Systems' Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court in January 1990, and became effective in February 1990.
The Plan of Reorganization provides for, among other things, long-term
payments totalling approximately $2.8 million to secured and unsecured
pre-petition creditors and for unpaid state and federal taxes. As of
June 30, 1995, deferred payment obligations to such pre-reorganization
creditors totalled $534,237, which are payable in varying installments
(assuming the adherence to the repayment schedule), through the year
2000, as long as there are no defaults (failure to make timely payments)
under the Plan of Reorganization. In the event that the Company should
default in payment of these deferred obligations, Systems' pre-
reorganization creditors could seek appropriate relief in the bankruptcy
court, the result of which could range from dismissal or conversion of
Systems' bankruptcy to a Chapter 7 proceeding requiring liquidation of
Systems, or modification of Systems' Plan of Reorganization, which could
have a material adverse effect upon the Company. Any such modified plan
could require the Company to pay more to prepetition creditors than the
amounts required under the existing Plan of Reorganization. To date,
payments under the Plan of Reorganization have been made in a timely
fashion.
Limitations on Ability to Obtain Additional Funding. If
additional funds are necessary to sustain operations, the Company will
have to seek such funds through public or private equity or debt
financing, which may result in dilution to the then existing
stockholders, or through bank or other borrowings. As a result of
Systems' prior bankruptcy and the Company's repayment obligations under
Systems' Plan of Reorganization, the Company's ability to obtain credit
with banks or other institutional lenders is extremely limited.
Further, the terms of Systems' debt obligations under its Plan of
Reorganization may restrict the Company's ability to seek additional
asset-based financing. Limitations on the Company's ability to obtain
debt financing as and when required in the future, in light of the
Company's current financial condition (including substantial operating
losses), would materially and adversely affect the Company.
Dependence on Key Personnel. The Company believes that it
is dependent to a significant degree on the services of Richard M.
Brooks, its President, Chief Executive and Financial Officer and Ronald
A. Feldman, its Chief Operating Officer. The Company has purchased key
person insurance on the lives of Messrs. Brooks and Feldman in the
amounts of $2,000,000 and $1,000,000 respectively. There can be no
assurance that such insurance would be sufficient to compensate the
Company in the event of the death of Mr. Brooks or Mr. Feldman. In
addition, the Company has entered into a five-year employment agreement
with Mr. Brooks, effective on October 23, 1992, as amended to expire on
October 23, 1999, but there can be no assurance that Mr. Brooks will
remain with the Company during such term or thereafter. In the event
that Mr. Brooks or Mr. Feldman or other key personnel should die, become
incapacitated, resign, otherwise not remain with the Company or for any
other reason be unable to perform their duties, there can be no
assurance that the business and operations of the Company would not be
adversely affected.
Competition and Markets. The personal emergency response
and electronic security services industries are highly competitive.
There are numerous companies of comparable size to, or larger than, the
Company and many smaller companies that sell PERS and electronic
security service equipment and offer monitoring services. Many of the
Company's competitors have significantly greater financial resources and
a larger sales organization than the Company. In addition, while the
Company generally competes with sellers of PERS and security services,
there are numerous large national and multinational companies, with far
greater resources than the Company, that compete in the information
services industry and the electronic security services industry. There
is no assurance that such larger companies will not attempt to enter the
PERS market in the future, or, if they do, that the Company will be able
to compete successfully.
State and Federal Regulation. As a seller of personal
emergency response units and electronic security systems, the Company is
subject to laws and regulations administered by various states, the
Federal Communications Commission, the Food and Drug Administration and
the Federal Trade Commission. Some states require licenses or permits
to sell PERS and electronic monitoring systems and to provide security
services. In addition, federal and state regulations, including without
limitation, consumer protection laws, govern the promotion and
advertising activities of the Company and other sellers of the Company's
products and services. The Company's relationship with its franchisees
also is subject to regulation under federal and state franchise laws.
Compliance with such laws and regulations is costly, and changes in laws
and regulations could increase the cost of compliance and materially
affect the Company in other respects not presently foreseeable. In the
past, Systems has been the subject of enforcement actions brought under
state and federal law to enforce certain of these laws and regulations
concerning the sales of franchises. There can be no assurance that the
Company will not be subjected to enforcement actions in the future.
Products Liability and Errors and Omissions. The Company is
subject to claims by customers that a PERS unit was defective, that the
Company has failed to provide monitoring services as required, or that
some action or inaction by the Company or failure of its products or
services has caused or contributed to injury to the customer. While the
Company has liability insurance which it deems adequate ($1,000,000 per
occurrence and $5,000,000 in the aggregate), there can be no assurance
that the Company will be able to maintain such insurance or will not be
subjected to claims in excess of its insurance coverage.
Prior Sale of Unregistered Securities. In February 1996,
the Company consented to the issuance of an Order Instituting
Proceedings pursuant to the Securities Act of 1933 (the "Securities
Act") and the Securities Exchange Act of 1934 and Findings and Order of
the Securities and Exchange Commission (the "Finding"), without
admitting or denying any allegations or facts contained therein. In
July 1993, the Company sold 60,000 shares of Common Stock pursuant to
what it claimed to be an exemption from registration under Regulation S
of the Securities Act. The Finding stated that such sales were made
under circumstances in which the Company knew or should have known that
such exemption was not available. Consequently, the Finding stated, the
sales were made in violation of the registration provisions of the
Securities Act. The Company consented to permanently cease and desist
from committing or causing any violation, and any future violation, of
Section 5 of the Securities Act.
Limitation of Directors' Liability. The Company's
Certificate of Incorporation limits the liability of the Company's
directors for breach of their fiduciary duty of care to the Company.
The effect of this provision is to eliminate the directors' liability
for monetary damages resulting from negligent or grossly negligent
conduct in most situations. A director remains responsible for damages
to the Company resulting from a breach of his duty of loyalty to the
Company, a failure to act in good faith, intentional misconduct, a
knowing violation of law, receipt of an improper personal benefit, or
approval of an illegal dividend or stock purchase. Liabilities under
the federal securities laws also are not affected by this provision, as
the SEC views such provisions as unenforceable.
Authorization and Discretionary Issuance of Preferred Stock.
The Company's Certificate of Incorporation authorizes the issuance of
"blank check" preferred stock with such designations, rights and
preferences as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which would adversely
affect the voting power or other rights of the holders of the Company's
Common Stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company, which could
have the effect of discouraging bids for the Company and thereby prevent
stockholders from receiving the maximum value for their shares. There
can be no assurance that preferred stock of the Company will not be
issued at some time in the future.
Shares Eligible for Future Sale; Market Overhang from
Outstanding Warrants and Options. As of March 31, 1996, the Company had
outstanding 1,959,000 shares of Common Stock, of which substantially all
of such shares are freely transferable without restriction or further
registration under the Securities Act. For the "restricted securities,"
under Rule 144, if certain conditions are met, persons who satisfy a two
year "holding period" may sell within any three-month period a number of
such shares which does not exceed the greater of one percent of the
total number shares outstanding or the average weekly trading volume of
such shares during the four calendar weeks prior to such sale. After a
three-year holding period is satisfied, persons who are not "affiliates"
of the issuer of the securities are permitted to sell such shares
without regard to these volume restrictions.
Warrants and options to purchase shares of Common Stock
(including 370,014 shares issuable upon exercise of Class A Warrants at
a price of $4.50 per share until October 1998, 444,484 shares issuable
upon exercise of Class B Warrants at a price of $5.50 until October
1998, 61,000 shares issuable upon exercise of Class C Warrants,
1,616,508 shares issuable upon exercise of options issued to officers,
directors and employees of the Company, 947,500 shares issuable to
unaffiliated parties upon exercise of warrants issued for services, and
378,295 shares issuable upon conversion of the Debentures) are
outstanding.
No prediction can be made as to the effect, if any, that
sales of shares of Common Stock or the availability of such shares for
sale will have on the market prices of the Company's securities
prevailing from time to time. The possibility that substantial amounts
of currently restricted shares or newly issued shares of Common Stock
into the public market may adversely affect prevailing market prices for
the Common Stock and could impair the Company's ability to raise capital
in the future through the sale of equity securities.
NASDAQ Maintenance Requirements; Possible Delisting of
Securities from NASDAQ System. The Board of Governors of the National
Association of Securities Dealers, Inc. has established certain
standards for the continued listing of a security on NASDAQ. The
maintenance standards require, among other things, that an issuer have
total assets of at least $2,000,000 and capital and surplus of at least
$1,000,000; that the minimum bid price for the listed securities be $1
per share; and that the minimum market value of the "public float" be at
least $1,000,000. A deficiency in either the market value of the public
float or the bid price maintenance standard will be deemed to exist if
the issuer fails the individual stated requirement for ten consecutive
trading days. If an issuer falls below the bid price maintenance
standard, it may remain on NASDAQ if the market value of the public
float is at least $1,000,000 and the issuer has $2,000,000 in equity.
The Company's current Common Stock price is above $1 per share, however,
there can be no assurance that the Company will continue to satisfy the
requirements for maintaining a NASDAQ listing. If the Company's
securities were excluded from NASDAQ, it would adversely affect the
prices of such securities and the ability of holders to sell them.
Penny Stock Regulation. In the event that the Company is
unable to satisfy NASDAQ's maintenance requirements, trading would be
conducted in the "pink sheets" or the NASD's Electronic Bulletin Board.
In the absence of the Common Stock being quoted on NASDAQ, or the
Company having $2,000,000 in net tangible assets, trading in the Common
Stock would be covered by Rules 15g-1 through 15g-6 promulgated under
the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange
listed securities. Under such rules, broker/dealers who recommend such
securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction
prior to sale. Securities also are exempt from these rules if the
market price is at least $5.00 per share.
The SEC adopted regulations that generally define a penny
stock to be any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions (such exceptions
including an equity security listed on NASDAQ and an equity security
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three
years, (ii) net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years, or (iii)
average revenue of at least $6,000,000 for the preceding three years.
Unless an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith.
If the Company's Common Stock were subject to the
regulations on penny stocks, the market liquidity for the Company's
Common Stock could be severely affected by limiting the ability of
broker/dealers to sell the Company's Common Stock and ability of
purchasers in this offering to sell their securities in the secondary
market. There is no assurance that trading in the Company's securities
will not be subject to these or other regulations that would adversely
affect the market for such securities.
Lack of Dividends. The Company has never paid and does not
plan to pay in the foreseeable future any dividends on its Common Stock,
although it is not restricted from doing so.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Common Stock offered by the Selling Stockholders hereby. Any
proceeds realized by the Company from the exercise of Class C Warrants
will be used for working capital purposes.
Proceeds from the Private Placement were used for the
acquisition of monitoring accounts and for general working capital
purposes.
SELLING SECURITYHOLDERS
The securities offered (i) are issuable upon conversion of
Debentures purchased by the Selling Stockholders in the Private
Placement or upon exercise of Class C Warrants issued to such
individuals, (ii) were issued in connection with the acquisition of
certain assets or capital stock by the Company, or (iii) were issued as
compensation to certain individuals for services rendered to the
Company. Upon the sale of the securities offered by each Selling
Stockholder, he/she will have no further beneficial interest in the
Company's securities, unless otherwise noted. As of the date hereof,
none of the Debentures have been converted and none of the Warrants have
been exercised.
Shares Beneficial Ownership
Offered Prior to Sale After Sale
Stockholder
Mark Spiegelman 3,000 3,000 *
Barry Spiegelman 3,000 3,000 *
Paul Spiegelman 3,000 3,000 *
Jack Spiegelman 2,500 2,500 *
McGinn Smith & Co., Inc. 180,122 180,122 *
William Todd Financial, Ltd. 15,000 15,000 *
Monitoring Acquisitions Corp. 127,868 127,868 *
The Hi-Tel Group, Inc. 17,500 17,500 *
Mindy Goldberg 5,700 5,700 *
Michael Asch 2,000 2,000 *
Susan Kuzon as custodian for
Jillian Kuzon 953 953 *
Ariel Kuzon 953 953 *
Joshua Kuzon 951 951 *
Sterling Capital LLC 3,700 3,700 *
William Gerber 1,643 1,643 *
Robert Kramer 800 800 *
Gregg Trautman 800 800 *
Howard Bronson & Company, Inc. 20,000 20,000 *
Westergaard Publishing Co., Inc. 4,000 4,000 *
Steven Levy 23,898 23,898 *
William Stoltz 2,300 2,300 *
Tara Garbarino 1,500 1,500 *
Robert Rubin 60,000 381,321 321,321(1)
Todd Herman 35,000 90,544 55,544
John Colehower 42,202(2) 88,674(2) 46,472
Michael Schleimer 50,000 50,000 *
Frank Fishman 10,000 10,000 7,500
James Michael 5,000 5,000 *
William J. Levy 50,000 50,000 *
Bruce Goldenberg 5,700 5,700 *
Brian Clendenin 7,202(2) 7,202(2) 2,500
CLFS Equities, Ltd. 7,202(2) 7,202(2) *
Herbert Cyrlin 14,404(3) 14,404(3) *
Marshall Cyrlin 14,404(3) 14,404(3) *
Richard & Frank Diandrea 7,202(2) 7,202(2) *
Michael Erber 7,202(2) 7,202(2) *
James Finstad 7,202(2) 7,202(2) *
Gertrude Goldstein 7,202(2) 7,202(2) *
Allen Green 7,202(2) 7,202(2) *
Eric and Laure Green JTWROS 7,202(2) 7,202(2) *
Peter Greenblatt 3,601(4) 3,601(4) *
K&K Realty Co. 14,404(3) 14,404(3) *
Mitchel Kersch 21,605(5) 21,605(5) *
Steven Kessler 7,202(2) 7,202(2) *
Norman Laufer 7,202(2) 7,202(2) *
Mark Richard Laufer 7,202(2) 7,202(2) *
Moshe Levy & Dan Levy JTWROS 144,031(6) 144,031(6) *
Hanka Lew 7,202(2) 7,202(2) *
Alan Lips 28,806(7) 28,806(7) *
Jack B. Lipsky CLU CHFC IRA 7,202(2) 7,202(2) *
Arthur Luxenberg 14,404(3) 14,404(3) *
Michael & Irwin Luxenberg 7,202(2) 7,202(2) *
Bernard Mermelstein 7,202(2) 7,202(2) *
Felice F. Mischel, Keogh(10) 7,202(2) 7,202(2) *
Michael Papsidero 3,601(4) 3,601(4) *
Esther Rose 3,601(4) 3,601(4) *
Sy Rosen 7,202(2) 7,202(2) *
Harold Rothlin 7,202(2) 7,202(2) *
Rosalie Vigliarolo 14,404(3) 14,404(3) *
Perry Weitz 7,202(2) 7,202(2) *
Charlotte Wert 3,601(4) 3,601(4) *
Stephen A. Weseley 14,404(3) 14,404(3) *
David Weseley 3,601(4) 3,601(4) *
Lew Lieberbaum & Co., Inc. 92,500(8) 92,500(8) (9)
* No beneficial ownership after sale.
1. Of which 300,000 shares are issuable upon the exercise of
currently exercisable options. Mr. Rubin is a member of the Company's
Board of Directors.
2. Of which 1,000 shares are issuable upon exercise of currently
exercisable Class C Warrants.
3. Of which 2,000 shares are issuable upon exercise of currently
exercisable Class C Warrants.
4. Of which 500 shares are issuable upon exercise of currently
exercisable Class C Warrants.
5. Of which 3,000 shares are issuable upon exercise of currently
exercisable Class C Warrants.
6. Of which 20,000 shares are issuable upon exercise of currently
exercisable Class C Warrants.
7. Of which 4,000 shares are issuable upon exercise of currently
exercisable Class C Warrants.
8. All of which are issuable upon exercise of currently exercisable
warrants. Lew Lieberbaum & Co., Inc. received such warrants as
compensation for its services as placement agent of the Debentures and
Class C Warrants.
9. Does not include shares which may be owned in their capacity as a
market-maker of the Company's securities.
10.Felice Mischel is a member of Schneck Weltman Hashmall & Mischel
LLP, corporate legal counsel to the Company.
Each Selling Stockholder is free to offer and sell his
shares of Common Stock at such times, in such manner and at such prices
as he or she shall determine. Such shares may be offered by the Selling
Stockholders in one or more types of transactions, which may or may not
involve brokers, dealers or cash transactions. The Selling Stockholders
may also use Rule 144 under the Securities Act of 1933 (the "Securities
Act"), to sell such securities, if they meet the criteria and conform to
the requirements of such Rule. There is no underwriter or coordinating
broker acting in connection with the proposed sale of shares by the
Selling Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock and Warrants
under applicable state law will be passed upon for the Company by
Schneck Weltman Hashmall & Mischel LLP, 1285 Avenue of the Americas, New
York, New York 10019.
EXPERTS
The financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement
have been audited by Fishbein & Company, P.C., Holzer, Hum & Jocoby,
LLP, and Good Swartz and Berns, Independent Certified Public
Accountants, to the extent indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said
firms as experts in accounting and auditing in giving said reports.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of the Company's
Certificate of Incorporation, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such officer, director or
controlling person in connection with the securities being registered,
the Company will, unless in he opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The amount of expenses (other than underwriting discounts
and commissions) in connection with the issuance and distribution of the
shares registered hereby are set forth in the following table. All the
amounts are estimates, except the registration fee and the NASD filing
fee.
Registration Fee $ 2,796
Legal fees and expenses 15,000
Accounting fees and expenses 6,000
Miscellaneous 6,204
-------
Total $30,000
=======
Item 15. Indemnification of Directors and Officers.
Article V of the Company's Bylaws provides the following:
5.1 Right to Indemnification. The Corporation shall
indemnify any person who was or is a party or threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(collectively, a "proceeding"), by reason of the fact whether civil,
criminal, administrative or investigative (collectively, a
"proceeding"), by reason of the fact such person is or was a director or
officer of the Corporation or a constituent corporation absorbed in a
consolidation or merger (hereinafter, a "constituent corporation"), or
is or was serving at the request of the Corporation or a constituent
corporation as a director, officer, partner, employee or agent of
another corporation, partnership, joint venture or other enterprise or
entity, or is or was a director or officer of the Corporation serving at
its request as an administrator, trustee or other fiduciary of one or
more of the employee benefit plans, if any, of the Corporation or
another entity which may be in effect from time to time (any such
person, an "Authorized Representative"), against all expenses, liability
and loss actually and reasonably incurred or suffered by such Authorized
Representative in connection with such proceeding, whether or not the
indemnified liability arises or arose from any proceeding by or in the
right of the Corporation, to the extent that such Authorized
Representative is not otherwise indemnified and to the extent that such
indemnification is not prohibited by law as it presently exists or may
hereafter be amended.
5.2 Advance of Expenses. The Corporation shall pay all
reasonable expenses incurred by an Authorized Representative in
defending a Proceeding in advance of the final disposition of such
Proceeding, upon receipt by the Corporation of a written undertaking by
or on behalf of such Authorized Representative to repay all amounts
advanced (without interest unless a court of competent jurisdiction
determined the payment of interest is required by law) if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation.
5.3 Procedure for Determining Permissibility. To
determine whether any indemnification under this Article V is
permissible, the Board by a majority vote of a quorum consisting of
directors not parties to such proceeding may, and on request of any
Authorized Representative seeking indemnification shall be required to,
determine in each case whether the applicable standards in any
applicable statute have been required to, determine in each case whether
the applicable standards in any applicable statute have been met, or
such determination shall be made (a) the stockholders of the Corporation
or (b) by independent legal counsel in a written opinion if such quorum
is not obtainable, or, even if obtainable, a majority vote of a quorum
of disinterested directors so directs; provided that, if there has been
a change in control of the Corporation between the time of the action or
failure to act giving rise to the claim for indemnification and the time
such claim is made, at the option of the Authorized Representative
seeking indemnification, the permissibility of indemnification shall be
determined by independent legal counsel. If a claim for indemnification
under this Article is not paid in full within ninety (90) days after a
written claim therefor has been received by the Corporation, the
claimant may file suit to recover the unpaid amount of such claim, and
the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification under applicable law. The
reasonable expenses of any Authorized Representative in prosecuting a
successful claim for indemnification, and the fees and expenses of any
independent legal counsel engaged to determine permissibility of
indemnification, shall be borne by the Corporation. For purposes of
this paragraph, "independent legal counsel" means legal counsel other
than that regularly or customarily engaged by or on behalf of the
Corporation.
5.4 Proceedings Initiated by Authorized Representatives.
Notwithstanding any other provision of this Article V, the Corporation
shall be requested to indemnify an Authorized Representative in
connection with a proceeding initiated by such Authorized Representative
only if the proceeding was authorized by the Board.
5.5 Indemnification Not Exclusive; Inuring of Benefit.
The indemnification provided by this Article V shall not be deemed
exclusive of any other right to which one seeking indemnification may
have or hereafter acquired under any statute, provision of the
Certificate of Incorporating, these Bylaws, agreement, vote of
stockholders or disinterested directors of otherwise, and shall inure to
the benefit of the heirs, executors and administrators of any person.
5.6 Insurance and Other Indemnification. The Board shall
have the power to (i) authorize the Corporation to purchase and
maintain, at the Corporation's expenses, insurance on behalf of the
Corporation and on behalf of others to the extent that power to do so
has not been prohibited by applicable law, and (ii) give other
indemnification to the extent not prohibited by applicable law.
5.7 Modification or Repeal. Any modification or repeal of
any provision of this Article V shall not adversely affect any right or
protection of an Authorized Representation existing hereunder with
respect to any act or omission occurring prior to such modification or
repeal.
Article Nine of the Company's Certificate of Incorporation
provides the following:
A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by a director except for (i) any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or
modification of this paragraph shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with
respect to any act or omission of occurring prior to such repeal or
modification.
If the Delaware General Corporation Law is hereafter amended
to authorize the further elimination or limitation of the liability of a
director, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extend permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this
paragraph shall not adversely affect any right or protection of a
director of the corporation existing hereunder with respect to any act
or omission occurring prior to such repeal or modification.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
2(a) - Agreement and Plan of Reorganization dated August 9, 1990,
by and among the Company (Corsica Capital Corp.), Management of Corsica
Capital Corp. and Lifecall Systems, Inc.(1)
2(b) - Plan and Agreement of Reorganization dated May 13, 1991, by
and among the Company, Lifecall Systems, Inc., Monitor Emergency Alert
Lifecall Systems, Inc., and its sole stockholder(1)
2(c) - Plan and Agreement of Merger dated March 18, 1992 by and
between Response USA, Inc. (Delaware) and Lifecall America, Inc.(1)
2(d) - Delaware Certificate of Ownership and Merger Merging
Response USA, Inc., a Nevada Corporation with and into its wholly-owned
subsidiary Response USA, Inc., a Delaware corporation(1)
2(e) - Nevada Articles of Merger of Response USA, Inc. (Formerly
Lifecall America, Inc.), a Nevada corporation, into Response USA, Inc.,
a Delaware corporation(1)
3(a) - Certificate of Incorporation of the Company(1)
3(b) - Bylaws of the Company(1)
4(a) - Form of Common Stock Certificate(1)
4(b) - Form of Class A Warrant Certificate(1)
4(c) - Form of Class B Warrant Certificate(1)
4(d) - Form of Class C Warrant Certificate(1)
4(e) - Form of Warrant Agreement(1)
5 - Opinion of Schneck Weltman Hashmall & Mischel as to legality
of securities being registered*
10(a) - Lifecall Systems, Inc. Third Amended Plan of Reorganization
with Order affirming Third Amended Plan of Reorganization dated January
9, 1990(1)
10(c) - Agreement dated October 31, 1991, by and between Bucks
County Bank & Trust Company and Lifecall Systems, Inc.(1)
10(d) - Distributorship Agreement, dated October 6, 1987 and as
amended December 31, 1990,l by and between Lifecall systems, Inc. and
Teck World Industries, Inc.(1)
10(e) - Servicing Agreement dated June 13, 1991, by and between the
Lifecall Emergency Response Center, Inc. and The Emergency Response
People, Inc.(1)
10(f) - Stock Pledge Agreement dated June 13, 1991, by and among The
Emergency Response People, Inc., Lifecall Systems, Inc., and OFC Leasing
Corp.(1)
10(g) - Security Agreement dated June 13, 1991, by and between
Lifecall Emergency Response Center, Inc. and OFC Leasing Corp. with
Consent, Waiver and Indemnity Agreement(1)
10(h) - Security Agreement dated June 13, 1991, by and between The
Emergency Response People, Inc. and Lifecall Emergency Response Center,
Inc.(1)
10(i) - Emergency Backup Service Agreement dated June 13, 1991, by
and between Lifecall Emergency Response Center, Inc., and the Emergency
Response People, Inc.(1)
10(j) - First Amended and Restated License and Royalty Agreement
dated as of July 1, 1991, by and between Lifecall Systems, Inc. and the
Emergency Response People, Inc.(1)
10(k) - Purchase Agreement dated as of August 15, 1991, by and
between The Emergency Response People, Inc. and Lifecall Systems,
Inc.(1)
10(l) - Master Agreement dated September 6, 1991, by and between
Visiting Nurse Associations of America and Lifecall Systems, Inc. and
attached Member Agency Form Agreement(1)
10(m) - Agreement dated March 17, 1992 by and between Synchronal
Marketing, Inc. and Lifecall Systems Inc.(1)
10(n) - Stock Purchase Agreement dated as of March 30, 1992, by and
between the Emergency Response People, Inc. and Lifecall Systems,
Inc.(1)
10(o) - Agreement dated May 28, 1992, by and among Response Ability
Systems, Inc., Promotion Specialists, Inc. and Sterling Financial Group,
Inc.(1)
10(p) - Lease Agreement dated February 8, 1990 by and between Rahn
J. Farris and Lifecall Systems, Inc. for Camden, NJ premises(1)
10(s) - Employment Agreement dated August 28, 1992, by and between
the Company and Richard R. Brooks, and Addendum thereto dated October 1,
1992(1)
10(t) - Employment Agreement dated August 28, 1992, by and between
the Company and Ronald A. Feldman, and Addendum thereto dated October 1,
1992(1)
10(u) - Consulting Agreement dated January 2, 1992 by and among the
Company, Lifecall Systems, Inc. and Scott Affrime(1)
10(v) - Consulting Agreement dated May 22, 1986 by and between LC
Products, Inc. and Nevin Jenkins, as amended(1)
10(w) - Incentive Stock Option Plan of the Company adopted by the
Company's Board on March 18, 1992 and approved by the Company's
stockholders on March 30, 1992(1)
10(x) - Restricted Stock Option Plan of the Company adopted August
20, 1990, as amended August 30, 1991, January 2, 1992 and March 18,
1992(1)
11 - Calculation of Earnings (Loss) Per Share
22 - Subsidiaries of the Company(1)
24(a) - Consent of Fishbein & Company, P.C.
24(b) - Consent of Schneck Weltman Hashmall & Mischel (included in
Exhibit 5)
24(c) - Consent of Sanford Holzer & Company
24(d) - Consent of Good Swartz and Berns
* Previsously filed.
1. Filed with the Registrant's registration statement on Form
S-1 (File No. 33-47589), and incorporated by reference herein.
Item 17. Undertakings.
A. Certificates
The undersigned small business issuer hereby undertakes to provide
to the Underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such
names as required by the underwriter to permit prompt delivery to each
purchaser.
The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change
in the information set forth in the Registration Statement; (iii) to
include any additional or changed material information on the plan of
distribution.
(2) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
Offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer and controlling
persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person
of the small business issuer in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue. The undersigned
registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
SIGNATURES
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-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Lawrenceville and
State of New Jersey on the 13th day of May, 1996.
RESPONSE USA, INC
By: /s/RICHARD M. BROOKS
Richard M. Brooks,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/RICHARD M. BROOKS Director, President, Chief May 13, 1996
Richard M. Brooks Executive Officer (Principal
Executive, Financial
Accounting Officer)
/s/RONALD A. FELDMAN Director, Vice President May 13, 1996
Ronald A. Feldman and Chief Operating Officer
Sheldon Lieberbaum Director
/s/JEFFREY S. BUDIN Director May 13, 1996
Jeffrey S. Budin
/s/STUART LEVIN Director May 13, 1996
Stuart Levin
Robert M. Rubin Director
Todd E. Herman Director
Exhibit 24(a)
Consent of Independent Auditors
We hereby consent to the use in Amendment No. 2 to Registration
Statement No. 333-3472 on Form S-3 of Response USA, Inc. of our report
dated August 17, 1995 on the consolidated financial statements of
Response USA, Inc. contained in such Registration Statement, and to the
reference to us, as appearing under the headings of "Experts" in the
Prospectus, which is a part of such Registration Statement.
/S/Fishbein & Company, P.C.
Elkins Park, PA
May 2, 1996
Exhibit 24 (c)
We hereby consent to the use in Amendment No. 2 to Registration
Statement No. 333-3472 on Form S-3 of Response USA, Inc. of our report
dated November 23, 1994 relating to the financial statements of
Universal Security Systems, Inc. We also consent to the reference to
our firm under the headings of "Experts" in the Registration.
/S/Holzer, Hum & Jacoby, LLP
East Hanover, New Jersey
May 1, 1996
Exhibit 24(d)
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement on form S-3
Amendment #2 of our report dated February 15, 1994, relating to the
financial statements of the Medical Alert Systems Monitoring Division of
Emergency Response Systems, Inc.
We also consent to the reference to our firm under the caption "Experts"
in the Registration.
/S/Good Swartz & Berns
Los Angeles, California
May 1, 1996
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