SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 12, 1997
Response USA, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-20770 52-1441922
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11-H Princess Road, Lawrenceville, NJ 08648
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(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (609) 896-4500
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(Former Name or former address, if changed since last report)
Item 5. Other Events.
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As disclosed pursuant to its current report on Form 8-K filed on October
24, 1996, Response USA, Inc. (the "Company"), effective September 30, 1996,
suspended conversion of its 1996 Series A Convertible Preferred Stock
("Preferred Stock").
On January 2, 1997, Lake Management LDC and KA Invetments LDC, each holders
of the Preferred Stock, filed a Complaint in the Court of Chancery of the
State of Delaware against the Company challenging among other things, the
Company's decision to suspend conversion and seeking, among other things,
specific performance under a Certificate of Designation to convert their
Preferred Stock to Common Stock of the Company. The case is captioned
Lake Management LDC and KA Investments LDC v. Response USA, Inc., Civil
Action No. 15449. on February 10, 1997, the Company responded to the Complaint
by filing an Answer, Defenses and Counterclaim. A Reply to the Counterclaim
was filed on March 3, 1997.
On February 18, 1997, Halifax Fund, L.P., holder of the Preferred Stock,
filed a Complaint, a Motion for a Preliminary Injunction and a Motion for
Expedited Proceedings in the Court of Chancery of the State of Delaware
against the Company also challenging, among other things, the Company's
decision to suspend conversion and seeking, among other things, specific
performance under a Certificate of Designation to convert its Preferred Stock
to Common Stock No. 15553. On march 5, 1997, the Court held a conference
and denied plaintiff's request for a hearing on plaintiff's motion for a
preliminary injunction. On March 11, 1997, plaintiff filed a second Motion
for a Preliminary Injunction. The Court held a telephonic conference on
March 12, 1997 and denied plaintiff's request for a hearing on its second
preliminary injunction motion. Plaintiff has indicated that it intends to file
a motion for summary judgment, and the Court has scheduled a hearing on that
motion for May 13, 1997.
The Company continues to believe that suspension of the conversion is
warranted for various reasons, including without limitation, the unusual
trading activity in the Company's Common Stock following the issuance of the
Preferred Stock, coupled with the substantial conversions of the Preferred
Stock at conversion prices linked to the market price of the Common Stock.
The Company intends to take whatever action is required to protect the
interests of the Company, its Stockholders generally and its Preferred
Stockholders, which may include renegotiation of the terms and conditions
of the Preferred Stock, and intends to vigorously defend its decision to
suspend conversion of the Preferred Stock.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the under-
signed thereunto duly authorized.
RESPONSE USA, INC.
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(registrant)
Dated: March 18, 1997 By:/s/RICHARD M. BROOKS
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Richard M. Brooks
President
