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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
RESPONSE USA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
761235 40 7
(CUSIP Number)
KENNETH W. STICKNEY
8125 MOONSTONE CIRCLE
LAS VEGAS, NEVADA 89128
(310) 796-4875
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 12, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP NO. 761235 40 7 PAGE 2 OF 7 PAGES
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================================================================================
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
Kenneth W. Stickney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
479,164
------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 479,164
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,164
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.2%
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14 TYPE OF REPORTING PERSON
IN
================================================================================
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.008 per share
("Common Stock") issued by Response USA, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 11-K Princess Road,
Lawrenceville, New Jersey 08648.
ITEM 2. Identity and Background.
This statement is filed by Kenneth W. Stickney ("Stickney"), an
individual residing at 8125 Moonstone Circle, Las Vegas, Nevada 89128. Mr.
Stickney is the managing director of Mandalay Sports Entertainment located at
10202 West Washington Blvd., Culver City, CA 90232-3195.
The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The 594,164 shares of Common Stock were issued to Stickney pursuant to
a Release, Stock Distribution and Cooperation Agreement dated May 12, 1997 (the
"Agreement") whereby Stickney acquired the stock in exchange for, and
cancellation of, a $1,800,000 debt owed by BKR, Inc., a Nevada corporation, to
Stickney. The stock was exchanged at a price of $3.016 per share.
ITEM 4. Purpose of Transaction.
The purpose of the acquisition of the stock is for repayment of
indebtedness. The Reporting Person may make purchases of Common Stock from time
to time and may acquire or dispose of any or all of the shares of Common Stock
held by him at any time. The Reporting Person has no plans or proposals which
relate to, or could result in any of the matters referred to in Paragraphs (b)
through (j), of Item 4 of Schedule 13D.
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ITEM 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Persons beneficially owns 479,164
shares of the Company's Common Stock, comprising approximately 7.2% of the
shares outstanding. The percentage used herein is calculated based upon the
6,596,589 shares of Common Stock of the Company stated by the Company as issued
and outstanding as of October 4, 1997, as reported in the Company's 10-K. The
Reporting Person has sole voting and dispositive power with respect to all the
shares of Common Stock to which this statement relates. The Reporting Person has
not effected any transactions in the shares of the Common Stock since May 12,
1997 except for the disposition of shares of Common Shares sold on the open
market as follows:
<TABLE>
<CAPTION>
DATE # OF SHARES PRICE PER SHARE
---- ----------- ---------------
<S> <C> <C>
9-22-97 5,000 $3.375
9-24-97 5,000 $3.0625
9-26-97 5,000 $3.6875
9-30-97 5,000 $3.625
10-02-97 5,000 $3.625
10-06-97 5,000 $3.625
10-08-97 5,000 $3.625
10-10-97 5,000 $3.625
10-14-97 5,000 $3.6875
10-16-97 5,000 $3.625
10-20-97 5,000 $3.625
10-22-97 5,000 $3.50
10-28-97 5,000 $3.375
10-28-97 5,000 $3.50
10-30-97 5,000 $3.375
11-03-97 5,000 $3.375
11-05-97 5,000 $3.375
11-07-97 5,000 $3.375
11-11-97 5,000 $3.406
11-13-97 5,000 $3.406
11-17-97 5,000 $3.500
11-19-97 5,000 $3.375
11-20-97 5,000 $3.406
</TABLE>
No person other than the Reporting Persons has the right to receive or
the power to direct receipt of dividend or the proceeds of sale of the shares of
Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
99.1 Release, Stock Distribution and Cooperation Agreement.
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SIGNATURE
After reasonable inquiry and to the best of such person's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 24, 1997
/s/ KENNETH STICKNEY
----------------------------
Kenneth Stickney
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EXHIBIT 99.1
RELEASE, STOCK DISTRIBUTION
AND COOPERATION AGREEMENT
This Release, Stock Distribution and Cooperation Agreement is entered
into this 12th day of May, 1997 by and between KENNETH W. STICKNEY ("KWS") on
the one hand and GUARD-TECH INDUSTRIES, INC., a Michigan corporation; BKR, INC.,
a Nevada corporation formerly known as HEALTHLINK, INC., a Nevada corporation;
BERT BEDROSIAN, an individual and ROBIN BEDROSIAN, an individual (hereinafter
individually and collectively "BKR") and is made with reference to the following
facts:
WHEREAS: KWS lent money to GUARD-TECH INDUSTRIES, INC. pursuant to a
written Promissory and Corporate Control Agreement; and
WHEREAS: GUARD-TECH INDUSTRIES, INC. sold, assigned and transferred all
of its assets and liabilities to BKR and BKR thereby assumed
the debt and obligations owed to KWS; and
WHEREAS: BKR and KWS have agreed to resolve and settle all debts and
obligations and to set forth the understandings and agreements
in this document.
NOW, THEREFORE, KWS and BKR agree as follows:
1. In full payment and satisfaction of any and all debts and
obligations which may be owed to KWS by GUARD-TECH INDUSTRIES, INC., a Michigan
corporation; BKR, INC., a Nevada corporation formerly known as HEALTHLINK, INC.,
a Nevada corporation; BERT BEDROSIAN, an individual and ROBIN BEDROSIAN, an
individual KWS shall receive:
A. At such time as the Securities and Exchange Commission has
accepted and approved a Registration Statement for the Response USA, Inc. common
stock (hereinafter "the shares") KWS shall have the right to have transferred
into his individual name 594,164 of the shares which were received by BKR as a
result of the Purchase Agreement (the "Purchase Agreement") dated March 4, 1997
by and between BKR, INC., a Nevada corporation and Response USA, Inc., a
Delaware corporation the terms and conditions of which Purchase Agreement are
incorporated herein by reference.
B. Pursuant to the Purchase Agreement the shares have a guaranteed
value of $3.016 thereby equating to KWS a value of $1,800,000.00.
2. The transferability of all the shares is restricted pursuant to the
Purchase Agreement whereby only five thousand (5,000) shares per day for a total
of one hundred thousand (100,000) shares per month may be sold in the open
market.
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3. KWS and BKR each acknowledge and agree that pursuant to the
restrictions contained in the Purchase Agreement each shall only be entitled to
sell a maximum of twenty-five hundred (2500) shares per day or fifty thousand
(50,000) shares per month. Therefore, KWS and BKR agree to notify the other at
least twenty-four (24) hours in advance of any proposed sale of the shares. In
the event that either KWS or BKR shall determine not to sell either's full
allotment of shares during any given month, the other party may sell up to the
maximum amount allowed, at their option, so long as said sales do not exceed the
Purchase Agreement restrictions. KWS and BKR shall determine not to sell
either's full allotment of shares during any given month, the other party may
sell up to the maximum amount allowed, at their option, so long as said sales do
not exceed the Purchase Agreement restrictions. KWS and BKR agree that as to the
calculation of any shortfall amount, pursuant to the Shortfall Guarantee
contained in the Purchase Agreement, which may have to be made, if any, KWS
shall only be entitled to receive a guaranteed value of One Million Eight
Hundred Thousand Dollars ($1,800,000.00) and BKR One Million Five Hundred
Thousand Dollars ($1,500,000.00) when and if the terms and provisions of the
Shortfall Guarantee are invoked. Additionally, KWS and BKR agree that to the
extent that the provisions regarding indemnification as set forth in Article 9
of the Purchase Agreement are invoked, each shall be responsible to contribute
their pro rata share up to a maximum of the guaranteed dollar amount each is
entitled to receive for an indemnifiable claim. This obligation is several and
each of KWS and BKR agree to be responsible for an indemnifiable claim despite a
transfer or assignment of any of the shares. KWS and BKR agree to be responsible
for the timely filing and payment of any and all costs and fees associated with
any filings which may be required to be made pursuant to the Securities and
Exchange Commission as a result of the ownership of a five percent (5%) or more
interest of the Response USA shares.
4. KWS shall receive two hundred (200) shares of the common stock in
BKR, Inc., a Nevada corporation represented by Share Certificate No. 2. KWS
acknowledges that there are no preemptive rights attendant to the ownership of
such stock.
5. As a result of a recent loan in the amount of One Hundred Thousand
Dollars ($100,000.00) made by KWS to BKR, KWS shall be entitled to receive
repayment of said One Hundred Thousand Dollars ($100,000.00) upon the first sale
of shares owned by BKR, or its successors or assigns. The sale of the shares may
trigger a shortfall amount pursuant to the Purchase Agreement which shortfall
amount shall inure to the benefit of the seller of the shares up to the
shortfall guarantee amount.
6. KWS acknowledges and agrees that the five hundred thousand (500,000)
shares owned by BKR will be distributed to BERT BEDROSIAN who is entitled
thereto as a result of debts and obligations owed him. Said transfer is subject
to all of the terms and conditions of the Purchase Agreement. KWS waives any and
all claims that he may have to those shares whether direct or indirect, as a
result of his ownership stock in BKR.
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7. KWS and BKR, individually and on behalf of their successors and
assigns agree to cooperate with the other by way of making available full and
complete records of any and all transactions in the shares for purposes of the
monthly restriction calculation and any shortfall calculations which may have to
be made as a result of the Purchase Agreement. Such records shall be delivered
to the requesting party within three (3) business days after written or oral
request therefor.
8. KWS has agreed to pay all legal fees and costs incurred in
connection with the transaction between BKR and Response USA, Inc. and the
formation of HealthLink, Ltd., a Nevada limited liability company including such
fees as have been incurred by Loyd E. Wright III, a Professional corporation;
Kummer, Kaempfer, Bonner and Renshaw and Stradling, Yocca, Carlson & Rauth. Such
fees currently total the sum of Thirty-Four Thousand Seven Hundred Seventy-Seven
Dollars and Thirteen Cents ($34,777.13). Concurrent with the execution of this
Agreement KWS shall deliver to Loyd E. Wright III, APC a check in payment of the
foregoing amount.
9. In consideration of the foregoing, KWS does hereby release, acquit
and forever discharge GUARD-TECH INDUSTRIES, INC., a Michigan corporation;
HEALTHLINK, INC., a Nevada corporation, Predecessor-In-Interest to BKR, Inc., a
Nevada corporation and BKR, INC., a Nevada corporation; BERT BEDROSIAN, an
individual, ROBIN BEDROSIAN, an individual and their respective officers,
directors, shareholders, partners, heirs, executors, attorneys, administrators,
successors, assigns, agents and employees (collectively the "released parties")
from any and all claims, demands, actions, causes of actions, damages, costs or
other claims whatsoever in law or in equity, which he may have against any of
the parties named in this Release pertaining to, relating to, connected with or
arising out of any matter or thing whatsoever made by KWS to any of the parties
stated herein from the beginning of time until the date hereof. In so doing, KWS
released, relinquishes, remises, waives forever, discharges, absolves and quits
each and all of the released parties of and from, every and all things including
by way of example, but not limitation, each, every and all manner of actions,
causes of actions, liabilities, debts, sums of money, controversies,
indebtedness, breaches of contract, breaches of duty of any relationships, acts,
omissions, promises, agreements, representations, damages, and any demand of any
type, nature, kind or description, whether in law or in equity or otherwise by
reason of any matters, causes or things, whatsoever, whether known or unknown,
suspected or unsuspected, heretofore or now existing or which could, might or
may be claimed to exist from the beginning of time until the date of these
presents.
KWS does hereby acknowledge and agree that it is his intention that
this Agreement shall be effective as a full and final accord and satisfaction
and settlement of and as a bar to each and every claim, demand, debt, account,
reckoning, liability, obligation, cost, expense, lien, action and cause of
action, heretofore referred to and released, which he has, or may have, against
the released parties, or any of them. In connection with such waiver and
relinquishment, KWS acknowledges that he is aware that he may hereafter discover
facts different from or in addition to the facts which he now knows or believes
to be true with respect to the subject matter of this
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Agreement, but that it is his intention to fully, finally, absolutely and
forever settle any and all claims, disputes and differences which do now exist
or heretofore have existed between any of the parties to this Agreement, and
that in furtherance of such intention the release herein given shall be and
remain in effect as a full and complete general release notwithstanding the
discovery of any such different or additional facts. Therefore, KWS acknowledges
that he has been informed and that he is familiar with the provisions of law
which provide as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
KWS does hereby abandon, release, waive and relinquish all rights and
benefits which he may acquire pursuant to the provisions of such law.
10. KWS herein represents and warrants that he has the whole right,
power and authority to enter into and execute this Release and that he has not
assigned or transferred or purported to assign or transfer any claim, demand,
debt, liability, damage, obligation, action or cause of action against the
released parties, or any of them, to any other person, firm, corporation or
entity of any type.
11. Should either party transfer or assign any of their right to the
shares, such party shall insure that any such transferee or assignee shall agree
to be bound by the terms, conditions and restrictions of the Purchase Agreement
and this Agreement. Any reference contained anywhere in this Agreement herein to
KWS or BKR shall also be deemed to refer and include their respective successors
and assigns.
12. This Release is made and executed pursuant to the laws of the State
of Nevada and shall in all respects be interpreted, enforced and governed under
such laws. The language and all parts of this Release shall be in all cases
construed as a whole, according to their fair meaning and not strictly for or
against either KWS or the released parties, or any of them. The individual
headings in this Agreement are for reference only and shall not be binding on
any of the parties to this Agreement with respect to the content of the subject
matter of the paragraphs they precede. Should any provision of this Release be
declared or determined by a Court of competent jurisdiction to be illegal or
invalid, the validity of the remaining parts, terms and provisions shall not be
effected thereby and said illegal or invalid party, term or provision shall be
deemed not to be a part of this Release.
13. This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes any and all
prior and contemporaneous agreements, representations, and understandings of any
of the parties collectively or individually. No supplements, modification or
amendments to
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this agreement shall be binding unless executed in writing by all parties. No
waiver of any of the provisions of this Agreement shall be deemed, or construed
to be a waiver of any other provision, whether or not similar, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
14. In the event of a dispute concerning this Agreement or its
interpretation such dispute shall be submitted to binding Arbitration before a
retired judge of the State of Nevada. The prevailing party in any such matter
shall be entitled, in addition to such other relief as may be awarded, actual
costs and attorneys' fees.
15. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original but all of which shall constitute one
document.
IN WITNESS WHEREOF this Release of All Claims has been executed as
follows:
Dated: May 12, 1997
"KWS" "BKR"
GUARD-TECH INDUSTRIES, INC.,
a Michigan corporation
By:
--------------------------------
Kenneth W. Stickney
By:
------------------------------
Bert Bedrosian, President
BKR, INC.,
a Nevada corporation formerly known
as HEALTHLINK, INC., a Nevada
corporation
By:
-------------------------------
Bert Bedrosian, President
-----------------------------------
Bert Bedrosian, an individual
-----------------------------------
Robin Bedrosian, an individual
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