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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1998
REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RESPONSE USA, INC.
(Name of small business issuer in its charter)
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DELAWARE 7382 22-3088639
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
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RESPONSE USA, INC.
11-H PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-4500
(Address and telephone number of principal executive offices)
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RESPONSE USA, INC.
11-H PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-4500
(Address of principal place of business or intended principal place of business)
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RICHARD M. BROOKS, CHIEF EXECUTIVE OFFICER
RESPONSE USA, INC.
11-H PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-4500
(Name, address and telephone number of agent for service)
------------------------------
COPIES TO:
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KENNETH R. KOCH, ESQUIRE ROBERT H. COHEN, ESQUIRE
Squadron, Ellenoff, Plesent & Sheinfeld, LLP Morrison Cohen Singer & Weinstein, LLP
551 Fifth Avenue 750 Lexington Avenue
New York, New York 10176 New York, New York 10022
(212) 661-6500 (212) 735-8680
(212) 697-6686 (fax) (212) 735-8708 (fax)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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. /X/ Registration Statement File No. 333-37595
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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
under the Securities Act, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1)(2) SHARE (2) PRICE (2) REGISTRATION
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Common Stock, par value $.008 per
share.............................. 690,000 $6.50 4,485,000 $1,359.09
Gruntal Warrants (3)................. 60,000 $9.10 546,000 $165.45
Common Stock, par value $.008 per
share.............................. 60,000(4)(5) (6) (6) (6)
Total.............................. 810,000 -- 5,031,000 $1,524.54
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(1) Includes 90,000 shares of Common Stock, par value $.008 per share, which the
Underwriters have the option to acquire solely to cover over-allotments, if
any.
(2) This Registration Statement covers the registration of additional securities
registered pursuant to an earlier Registration Statement, as amended
(Registration Statement File No. 333-37595) with respect to 2,760,000 shares
of Common Stock, 240,000 Gruntal Warrants and 240,000 shares of Common Stock
issuable upon exercise of the Gruntal Warrants, and paid a registration fee
of $9,174.91, $877.82 and $0, respectively, or an aggregate registration fee
of $10,052.73. The maximum offering price per share and the maximum
aggregate offering price are based on the offering price of the Common Stock
offered hereby.
(3) Issued to Gruntal & Co., L.L.C., the lead managing underwriter.
(4) Issuable upon exercise of the Gruntal Warrants.
(5) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable additional shares as may become issuable as a result of the
anti-dilution adjustment in accordance with the terms of the Gruntal
Warrants.
(6) Pursuant to Rule 457(g), no additional registration fee is required for
these shares.
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 Commission, acting pursuant to Section 8(a), may
determine.
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INCORPORATION BY REFERENCE OF REGISTRATION
STATEMENT ON FORM SB-2, REGISTRATION STATEMENT FILE NO. 333-37595
This Registration Statement filed pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, by Response USA, Inc. (the "Company") hereby
incorporates by reference into the Registration Statement on Form SB-2 in its
entirety the Registration Statement on Form SB-2, as amended (Registration
Statement File No. 333-37595) declared effective on February 4, 1998 by the
Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
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SIGNATURES
In accordance with 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 this Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Lawrenceville, New Jersey, on February 4, 1998.
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RESPONSE USA, INC.
By: /s/ RICHARD M. BROOKS
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Richard M. Brooks
CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF
FINANCIAL OFFICER AND CHAIRMAN OF THE
BOARD
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In accordance with to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
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SIGNATURE TITLE DATE
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Chief Executive Officer,
President, Chief Financial
/s/ RICHARD M. BROOKS Officer and Chairman of the
------------------------------------------- Board (Principal Executive February 4, 1998
Richard M. Brooks Officer) (Principal Accounting
and Financial Officer)
* Vice President, Chief Operating
------------------------------------------- Officer, Secretary, Treasurer February 4, 1998
Ronald A. Feldman and Director
*
------------------------------------------- Director February 4, 1998
Robert L. May
*
------------------------------------------- Director February 4, 1998
A. Clinton Allen
*
------------------------------------------- Director February 4, 1998
Robert M. Rubin
*
------------------------------------------- Director February 4, 1998
Stuart Levin
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SIGNATURE TITLE DATE
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*
------------------------------------------- Director February 4, 1998
Todd E. Herman
*
------------------------------------------- Director February 4, 1998
Bruce Luehrs
*
------------------------------------------- Director February 4, 1998
Stuart R. Chalfin
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*By: /s/ RICHARD M. BROOKS
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as Attorney-in-fact
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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5 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Fishbein & Company, PC
23(c) Consent of Terry H. Jones, CPA
23(d) Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (contained in the opinion filed as Exhibit 5)
24 Power of Attorney(1)
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(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, as amended (Registration Statement File Number 333-37595).
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[SEPS LETTERHEAD]
EXHIBIT 5
February 4, 1998
Response USA, Inc.
11-H Princess Road
Lawrenceville, New Jersey 08648
Ladies and Gentlemen:
You have requested our opinion, as counsel for Response USA, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form SB-2 (the "Abbreviated Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the registration of 600,000
shares of common stock, par value $.008 per share, of the Company (the "Common
Stock"), up to 90,000 shares of Common Stock to be issued solely to cover
over-allotments, 60,000 warrants to be issued to the Gruntal & Co., L.L.C. (the
"Gruntal Warrants") and 60,000 shares of Common Stock issuable upon exercise of
the Gruntal Warrants (collectively, the "Shares") for an offering pursuant to
Rule 462(b) under the Act. The Abbreviated Registration Statement relates to the
same class of securities registered pursuant to the Company's Registration
Statement on Form SB-2 (No. 333-37595) declared effective earlier today (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering of 3,000,000 shares of Common
Stock, up to 450,000 shares of Common Stock to be issued solely to cover
over-allotments, 300,000 Gruntal Warrants and 300,000 shares of Common Stock
issuable upon exercise of the Gruntal Warrants, all of which shares of Common
Stock are being sold by the Company.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that, when there has been compliance with the Act and the applicable
state securities laws, the Shares to be sold by the Company, when issued,
delivered and paid for in the manner described in the form of Underwriting
Agreement filed as Exhibit 1 to the Initial Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Initial Registration Statement. In so doing, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
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/s/ SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
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Squadron, Ellenoff, Plesent & Sheinfeld, LLP
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Response USA, Inc. on Form SB-2 of our report dated October 8, 1997 (January
9, 1998 as to the second to last paragraph of Note 16) appearing in the
Prospectus, which is part of the Registration Statement on form SB-2
(Registration No. 333-37595) and to the reference to us under the headings
"Selected Financial Data" and "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 4, 1998
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form SB-2 of Response USA, Inc. of our report dated August 22, 1996
(January 9, 1998 as to the last paragraph thereof) on the consolidated financial
statements of Response USA, Inc. contained in the Registration Statement (the
"Incorporated Registration Statement") on Form SB-2 (Registration No.
333-37595), and to the reference to us, as appearing under the headings of
"EXPERTS" in the Prospectus, which is a part of the Incorporated Registration
Statement.
FISHBEIN & COMPANY, P.C.
Elkins Park, PA
February 4, 1998
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EXHIBIT 23(c)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form SB-2 of our report dated March 27, 1997, appearing in the Registration
Statement (the "Incorporated Registration Statement") on Form SB-2 (Registration
No. 333-37595), relating to the financial statements of Triple A Security
Systems, Inc. and our report dated November 21, 1997, appearing in the
Incorporated Registration Statement.
We also consent to the reference to our firm under the caption "Experts" in
the Prospectus, which is part of the Incorporated Registration Statement.
TERRY H. JONES, CPA
West Hazelton, Pennsylvania
February 4, 1998
