<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1998
REGISTRATION NO. 333-65399
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
___________
RESPONSE USA, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-3088639
(State or jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11-H 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
11-H 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:
KENNETH R. KOCH, ESQ.
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
(212) 661-6500 / (212) 697-6686 (Fax)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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.
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(b) UNDER 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.
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 DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
BE OFFERING AGGREGATE
TITLE OF EACH CLASS OF REGISTERED PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED (1) (2) PER SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.008 119,632 $4.625 $ 553,298 $ 163.22
per share ("Common Stock"),
issued in connection with a
financing (the "Financing Shares")
- ---------------------------------------------------------------------------------------------
Common Stock issued in 949,648 $4.625 $4,392,122 $1,295.68
connection with acquisitions (the
"Acquisition Shares")
- ---------------------------------------------------------------------------------------------
TOTAL 1,069,280 $1,458.90(3)
=============================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(C) under the Securities Act of 1933, as
amended, on the basis of fluctuating market prices, solely for the purpose
of calculating the registration fee.
(2) In addition, the Registrant hereby registers such additional shares as may
be issued pursuant to certain anti-dilution protection pursuant to Rule 416
of the Securities Act of 1933, as amended.
(3) Of such amount, $1,431.61 was previously paid and $27.29 is included
herewith.
___________________________________
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 23, 1998
PROSPECTUS
- ----------
RESPONSE USA, INC.
11-H PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-4500
1,069,280 Shares of Common Stock
Certain shareholders of Response USA, Inc. are offering and selling
1,069,280 shares of common stock under this prospectus. See the "Plan of
Distribution" on page 12.
The company will not receive any proceeds from the sale of the common stock
by the selling stockholders.
Information concerning the selling stockholders may change from time to
time and will be set forth in supplements to this prospectus.
Nasdaq SmallCap Market Symbol-- "RSPN"
On December 21, 1998, the closing bid price of the common stock as reported
by the Nasdaq SmallCap Market was approximately $3.375.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this prospectus is January ___, 1999.
<PAGE>
The following is a summary of publicly available information about our
company. You should read all of this prospectus, especially the section "Risk
Factors" starting on page 4, and the current public information and audited
financial statements described in "Where You Can Find More Information" on page
13 of this prospectus, before deciding whether to purchase the common stock
offered in this prospectus.
When we use the term the "Company" in this prospectus, unless the context
indicates otherwise, we mean Response USA, Inc., United Security Systems, Inc.,
Emergency Response Systems, Inc., Response Ability Systems, Inc., The Jupiter
Group, Inc. (doing business as Triple A Patrol), Organization for Enhanced
Capability, Inc., and Response Acquisition Corp., which are wholly owned
subsidiaries of Response USA, and HealthLink, Ltd., an entity in which Response
USA, Inc. owns a 50% equity interest.
SUMMARY
THE COMPANY
The Company sells, monitors, installs and maintains home and business
security systems, and personal emergency response systems.
Our security products are installed in homes and businesses to detect
burglary or fire, and to monitor and protect the home, office or property. Most
of the systems use the customer's telephone line to automatically notify one of
the Company's monitoring stations when an emergency may have occurred. When one
of the Company's monitoring stations receives a notification, the monitoring
station personnel determines the type of emergency signal received from the
customer's system and contacts the police or fire department in the customer's
area.
We also sell and monitor personal emergency response systems. The systems
are generally used by the elderly and the disabled, and can be activated by the
user by pressing a button on the transmitter that is part of the system or
automatically, in the case of heat or smoke suggesting fire. When activated,
the system establishes two-way voice contact with one of the Company's
monitoring stations.
We provide security monitoring products and services to home and small
business customers in the States of New York, New Jersey, Pennsylvania,
Delaware, Maryland and Connecticut. We provide our personal emergency response
system products to customers throughout the United States.
The Company is a Delaware corporation, organized in March 1992. Our
principal executive offices are located at 11-H Princess Road, Lawrenceville,
New Jersey 08648, and our telephone number is 609-896-4500.
2
<PAGE>
THE OFFERING
Securities Offered . . . . . . 1,069,280 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.
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 . . . . "RSPN."
3
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS IS
SUBJECT TO MANY RISKS. WE SUMMARIZE SOME OF THE MOST SERIOUS RISKS BELOW. THE
COMPANY IS ALSO SUBJECT TO MORE GENERAL RISKS DESCRIBED IN THE SECTION "SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS" BEGINNING ON PAGE 14. YOU SHOULD
READ AND UNDERSTAND ALL OF THE RISK FACTORS BEFORE MAKING A DECISION TO INVEST.
HISTORY OF LOSSES AND RISK OF FUTURE LOSSES
We had net losses of $18,054,144 for fiscal 1997 and $12,875,836 for fiscal
1998. We had an accumulated deficit of $48,924,414 at September 30, 1998. We
expect that such losses will continue for the foreseeable future. In addition,
our future plans are subject to risks and uncertainties that may cause us to
continue to suffer substantial losses from operations. We cannot assure you
that the Company's operations will ever become profitable. Even if we become
profitable, we cannot assure you that we will be able to maintain profitability.
HIGHLY LEVERAGED; ADDITIONAL PAYMENTS RELATING TO FINANCING ARRANGEMENTS
As of November 30, 1998, the Company had approximately $37,300,000 of
indebtedness outstanding under its financing agreements, with an additional
$12,700,000 available for borrowing. This debt bears interest at an average
rate of 8% per year. A significant portion of the Company's receivables from
monitoring contracts are pledged as security for the repayment of debt incurred
under these financing agreements.
As a result of these arrangements, the Company is required to make
substantial interest payments on this debt. We cannot assure you that cash
from operations will continue to be sufficient to make these payments. If the
Company should ever become unable to meet its debts as they become due, all
revenues from monitoring contracts would become the property of the lender.
In connection with the Company's current financing arrangements, the lender
also received 119,632 shares of the Company's common stock. We have agreed that
if the lender receives less than $780,000 when it sells these shares, we have to
either pay cash or issue additional shares with a value equal to the amount of
the shortfall.
CERTAIN NON-CASH CHARGES
We are aware of certain non-recurring charges that will reduce income for
fiscal 1999. The Company expects to incur charges of up to $437,500 for
performance options we granted to two former officers of one of our
subsidiaries. In addition, the Company incurred a non-cash charge of
approximately $2,600,000 for terminating our previous financing arrangement as
part of our debt restructuring.
RISKS RELATED TO GROWTH THROUGH ACQUISITIONS
A substantial part of our growth since the end of fiscal year 1994 has been
through acquisitions. This remains one of our primary strategies. As we target
larger acquisitions, we expect them to require significant time and capital,
whether or not we accomplish them. Such acquisitions may involve certain
unknown risks in addition to those identified in this prospectus. In addition,
the acquisition of electronic security service
4
<PAGE>
companies may become more expensive. There can be no assurance that the Company
will be able to identify companies to acquire or successfully accomplish the
acquisitions. Even if acquired, we cannot assure you that we will be able to
profitably manage the companies or successfully integrate them into our
operations without substantial costs, delays or other problems.
In addition, the Company cannot predict the size or frequency of any future
acquisitions. We cannot assure you that any businesses acquired will be
profitable at the time of their acquisition. These businesses may not achieve
sales and profitability that justify the investment. We cannot assure you that
the Company will be any more efficient as a result of the acquisitions.
Further, acquisitions may involve a number of special risks, including
(i) negative effects on our reported operating results, (ii) distracting our
management from other important issues, (iii) greater burdens on the Company's
resources, (iv) too much dependence on key personnel, (v) risks associated with
unanticipated problems or legal liabilities and (vi) goodwill resulting from
paying more to buy a business than the book value of its assets, some or all of
which could have a negative effect on the Company's operations and financial
performance.
In February 1998, we entered into an agreement to acquire Triple A Patrol,
a company engaged in the patrol service business. We have limited experience in
the patrol service business. Thus, we may not be aware of all the risks
involved. In addition, the patrol service business has a significantly lower
profit margin than the other services we provide.
When we make our acquisitions, we do not generally require audited
financial statements for the targeted companies. As a result, our estimate of
the acquired company's value may be higher than its actual worth. In addition,
differences in accounting policies and projections made from financial
statements regarding our subscriber accounts could lead us to pay more to
purchase a company than it turns out to be worth.
POSSIBLE NEED FOR ADDITIONAL FINANCING; POSSIBLE DILUTIVE EFFECT OF ACQUISITIONS
We expect to continue to require outside sources of financing for our
strategy of growth through acquisitions. We may offer stock as payment for such
acquisitions, or raise funds by selling common stock, preferred stock or debt
securities. We may also seek bank financing. We cannot assure you that the
Company will be able to obtain capital on a timely basis, on favorable terms, or
at all. If we are unable to obtain such financing, or generate funds from our
operations sufficient to meet our needs, we may be unable to expand and develop.
CANCELLATION OF SUBSCRIBER ACCOUNTS
Our revenues depend on retaining current subscribers and continuing to add
new subscribers for our monitoring and service contracts. As a result, the
Company is vulnerable to subscribers canceling their contracts. In recent
years, lost revenues from subscriber cancellations have exceeded new revenues
added by our sales efforts.
Our assumed rate of loss for all our subscriber accounts, expressed as
total accounts lost per year net of new accounts, is approximately 5%. There
could be a negative impact on the Company's financial condition if the number of
accounts actually lost is significantly greater than current predictions.
5
<PAGE>
PRODUCT LIABILITY AND AVAILABILITY OF INSURANCE
Because the Company's business involves responding to personal emergencies,
failures of the Company's products or services carry a high risk of liability
claims. We try to manage this risk through contractual limits on liability and
damages, and by carrying insurance. However, the contractual limits may not be
enforceable in all jurisdictions or circumstances. In addition, a successful
claim may be made for damages which exceed the coverage under any insurance
policy. In the future, the Company's insurance costs may become more expensive,
and there can be no assurance that additional insurance will be available on
acceptable terms. If one or more of these occur, it could have an adverse
effect on the Company's financial condition and operations.
POSSIBLE ADVERSE EFFECT OF "FALSE ALARM" ORDINANCES
Alarm activations that result in the dispatch of police or firefighters
which are not emergencies are considered "false alarms." We believe that
approximately 97% of alarm activations are actually false alarms.
Laws have been proposed or enacted in response to the high incidence of
false alarms. These laws may include (1) fines or penalties payable by the
monitoring company, (2) requiring a monitoring company to obtain a license, and
then revoking the license, (3) fines or penalties payable by the subscriber, (4)
limiting the number of times police will respond to an address, and (5)
requiring other verification of alarms before the police will respond.
Enactment of any of these measures could discourage customers from subscribing
for or continuing with the Company's services, and adversely effect the
Company's operations.
COMPETITION
The electronic security services industry is highly competitive and
fragmented. We compete with national and regional companies, as well as smaller
local companies, in all of our operations. New competitors, including telephone
and cable companies, continue to enter the industry. Our main competitors with
respect to our personal emergency response system are other national or regional
emergency response providers and burglar alarm companies that offer medical
emergency features in addition to their home protection systems. Certain of
these companies have greater financial resources than we do. They also may enjoy
a competitive advantage due to their access to a larger client base. There can
be no assurance that we will be able to compete successfully in the personal
emergency response system industry.
DEPENDENCE ON SUPPLIERS AND MANUFACTURERS
We do not manufacture any of the equipment or components that we design and
install, and we have no guaranteed arrangements with our suppliers. We purchase
components through purchase orders placed in the ordinary course of business.
Although we believe these components are available from other sources at
reasonable prices, we cannot assure you that shortages of components will not
occur in the future.
DEPENDENCE ON KEY PERSONNEL AND MANAGEMENT
Our success largely depends on the efforts of our senior management and
other key employees, particularly our three current executive officers, Richard
M. Brooks, the Chief Executive Officer, President, Chief Financial Officer and
Chairman of the Board, Robert L. May, the Executive Vice President and Chief
6
<PAGE>
Operating Officer and Ronald A. Feldman, the Executive Vice President, Secretary
and Treasurer. The loss of any one of these officers might have a negative
impact on the Company's financial condition and operations. Although we have
employment agreements with Messrs. Brooks, May and Feldman and certain other
employees, there can be no assurance that we will be able to retain the services
of such individuals. Under our current financing arrangement, we are in default
if Messrs. Brooks, May and Feldman are not employed in certain management
positions. We have key-man life insurance policies on the lives of Messrs.
Brooks and Feldman in the amount of $3,000,000 and $1,000,000, respectively.
SHARES ELIGIBLE FOR FUTURE SALE; EFFECT OF PREVIOUSLY ISSUED OPTIONS AND
WARRANTS
As of December 20, 1998, we have 7,620,019 shares of common stock
outstanding, 5,574,525 of which are freely tradeable without restriction or
further registration under the Securities Act and 2,045,494 of which are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act. These restricted securities may only be sold subject to the timing and
volume limitations of Rule 144.
In addition to the shares now traded in the market, we have 2,283,039
shares of common stock which are issuable upon the exercise of options, warrants
and convertible securities. We cannot predict the effect, if any, that sales of
such securities, or their mere availability, will have on the market prices for
the common stock. However, the possibility that a substantial number of our
securities may, in the near future, be sold in the public market may adversely
affect market prices for the common stock and could make it more difficult for
the Company to raise capital through the sale of additional equity securities.
POSSIBLE ADVERSE EFFECTS ASSOCIATED WITH THE ISSUANCE OF "BLANK CHECK" PREFERRED
STOCK
Our Certificate of Incorporation authorizes our Board of Directors to issue
up to 250,000 shares (of which 239,430 remain available) of "blank check"
preferred stock. The Board of Directors, without approval of the stockholders,
may fix all the rights and terms of the preferred stock. The issuance of such
stock could, among other results, negatively affect the voting power of common
stock in the Company. Under certain circumstances, the issuance might make it
more difficult for a third party to gain control of the Company, and may
discourage bids for the common stock at a premium or otherwise bring down the
market price of the common stock.
YEAR 2000 COMPLIANCE
Year 2000 compliance relates to the ability of computer hardware and
software to respond to the problems posed by the fact that computer programs
have traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer programs and
systems will not be able to differentiate between the year 2000 and 1900. The
failure to address the problem could result in system failures and the
generation of erroneous data.
We are in the process of evaluating and addressing the impact of the Year
2000 Issue on our operations to ensure that our information technology and
business systems recognize calendar Year 2000. We are utilizing both internal
and external resources in implementing our Year 2000 program, which consists of
the following phases:
ASSESSMENT PHASE - Identify all IT and Non-IT issues and establish
priorities.
7
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DETAILED PLANNING PHASE - Develop specific action steps to address the
issues identified in the Assessment Phase.
CONVERSION PHASE - Implement the necessary system modifications as outlined
in the Detailed Planning Phase.
TESTING PHASE - Verify that the modifications implemented in the Conversion
Phase will be successful in resolving the Year 2000 Issue so that all identified
IT and Non-IT issues will function properly, both individually and on an
integrated basis.
IMPLEMENTATION PHASE - Implement the full tested modifications.
Based on an inventory conducted during Fiscal 1998, we have identified
computer systems that will require modifications or replacement so that they
will properly utilize dates beyond December 31, 1999. Some of our critical
systems are new and are already Year 2000 compliant, such as the central station
monitoring hardware and software used at our Pennsylvania monitoring station and
the Company's current accounts receivable and billing software. We plan to
install a new Windows-based general ledger and accounts payable program, which
the manufacturer warrants is Year 2000 compliant, by the end of the third
quarter of Fiscal 1999. We have not incurred significant costs in regard to
Year 2000 compliance thus far and we do not expect to incur significant costs in
future compliance efforts. In addition, we will initiate communications with
our significant suppliers, customers, and financial institutions, to determine
their plans for remediating the Year 2000 Issue in their software which the
Company relies on. We are attempting to limit the potential impact of the Year
2000 by monitoring the progress of our own Year 2000 project and those of our
critical external relationships. Should the Company be notified of any
significant issues through our responses to our inquiries of key third parties,
we intend to develop and implement contingency plans to minimize the impact on
our operations. The Company believes that with modifications to our existing
software and conversions to new software, the Year 2000 Issue can be mitigated.
However, if such modifications and conversions are not made, or are not
completed within an adequate time frame, the Year 2000 could have a material
adverse impact on our operations.
8
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THE COMPANY
The Company is a fully-integrated security systems provider engaged in the
monitoring, sale, installation and maintenance of residential and commercial
security systems and personal emergency response systems. We are a regional
provider of security alarm monitoring services for residential and small
business subscribers operating in the states of New York, New Jersey,
Pennsylvania, Delaware, Maryland and Connecticut. We provide security patrol
services in northeastern Pennsylvania as a supplement to our alarm monitoring
services. We are also a nationwide provider of personal emergency response
system products which enable individual users, such as elderly or disabled
persons, to transmit a distress signal using a portable transmitter. As of
September 30, 1998 the Company had a total of approximately 64,000 alarm and
personal emergency response systems subscribers for which we provide monitoring
services. As a result of our acquisitions of subscriber account portfolios, our
monthly recurring revenue has grown by approximately $525,000, to approximately
$1,325,000 for the month ended September 30, 1998 from approximately $800,000
for the month ended September 30, 1997. According to a May 1998 report
published by Security Distributing and Marketing ("SDM"), an organization which
publishes industry reports, as of December 31, 1997, the Company is the 18th
largest electronic security company in the United States based on gross
revenues, and the 16th largest electronic security company based on recurring
annual revenues.
Our electronic security systems business uses electronic systems installed
in businesses and residences to provide (i) detection of events such as
intrusion or fire, (ii) surveillance and (iii) control of access to property.
The detection devices are currently monitored either by a third-party monitoring
station located in Euclid, Ohio (the "Euclid Monitoring Station") or our
Underwriters Laboratory and Factory Mutual approved monitoring station located
in Wilkes Barre, Pennsylvania (the "Triple A Monitoring Station," and together
with the Euclid Monitoring Station, the "Monitoring Station"). The Monitoring
Station personnel verify the nature of the emergency and contact the appropriate
emergency authorities in the user's area. 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. During the current fiscal year, we anticipate transferring
all of our subscriber accounts from the Euclid Monitoring Station to the Triple
A Monitoring Station.
Our personal emergency response system is an electronic device which is
designed to monitor, identify and electronically report emergencies requiring
medical, fire or police assistance, to help elderly, disabled and other
individuals. When activated by the pressing of a button, or automatically, in
the case of certain environmental temperature fluctuations, 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 the Monitoring Station
which provides continuous monitoring services. In addition, this signal
establishes two-way voice communication between the user and the Monitoring
Station personnel directly through the personal emergency response system unit,
thereby avoiding any need for the user to access a telephone.
The electronic security services industry is highly fragmented and our
strategy is to grow primarily by acquisition, generate internal growth, and grow
by offering new products and services. According to an industry report, there
are approximately 12,000 separate security services companies nationally and,
according to the May 1998 SDM report, the electronic security services industry
generates an aggregate of approximately $14 billion in revenues annually. We
believe that there is an industry-wide trend towards consolidation due, in part,
to the relatively high fixed costs of maintaining a centralized monitoring
station
9
<PAGE>
and the relatively low incremental cost of servicing additional subscribers. We
completed the acquisition of an aggregate of 17 subscriber account portfolios (a
total of approximately 19,000 subscriber accounts) during the fiscal year ended
June 30, 1998. In October 1998, we completed the acquisition of HealthWatch,
Inc., a PERS provider, of an aggregate of approximately 10,000 subscriber
accounts.
The Company's revenues consist primarily of recurring payments under
written contracts for the monitoring and servicing of security systems and
personal emergency response system products. As of September 30, 1998 we
monitored approximately 64,000 subscribers. For the fiscal year ended June 30,
1998, monitoring and service revenues represented 74.8% of total revenues. MRR
is a term commonly used in the alarm industry and means monthly recurring
revenue that we are entitled to receive under contracts in effect at the end of
the period. MRR is utilized by the alarm industry to measure the size of a
company, but not as a measure of profitability of performance, and does not
include any allowance for future attrition or allowance for doubtful accounts.
During the fiscal year ended June 30, 1998, our MRR grew by approximately
$450,000, to approximately $1,250,000 from approximately $800,000 for the fiscal
year ended June 30, 1997. Total revenues have increased during such period from
$12,722,903 to $16,520,128, a 30% increase.
USE OF PROCEEDS
The Company will not receive any proceeds from any sale of the shares.
SELLING STOCKHOLDERS
The following table sets forth information concerning shares beneficially
owned as of November 10, 1998. Other than their ownership of the Company's
securities, none of the selling stockholders has had any material relationship
with the Company within the past three years, other than as described in the
footnotes to the table. The table has been prepared based on information
furnished to the Company by American Stock Transfer Trust Company and/or by or
on behalf of the selling stockholders.
Any or all of the shares listed below may be offered for sale by the
selling stockholders from time to time and, therefore, no estimate can be given
as to the number of shares that will be held by the selling stockholders upon
termination of this offering. Except as otherwise indicated, the selling
stockholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
Of the securities offered hereby (i) 119,632 shares were issued to McGinn,
Smith Capital Holdings Corp. in partial consideration for providing financing to
the Company, (ii) up to 146,321 shares of common stock may be issued in
connection with the Company's guarantee of a promissory note (the "Note") issued
by a subsidiary of the Company in connection with an acquisition (the "Liberty
Acquisition"), (iii) 2,730 shares of common stock were issued to certain
employees of Stephen Schueren in connection with the Liberty Acquisition (iv)
780,597 shares of common stock were issued in connection with an acquisition
(the "Health Watch Acquisition") and (v) 20,000 shares of common stock were
issued in connection with stock guarantees in connection with a prior
acquisition.
10
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<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
STOCKHOLDER OFFERED PRIOR TO SALE AFTER SALE
- ----------- ------- ------------- ----------
<S> <C> <C> <C>
McGinn, Smith Capital Holdings Corp. . . . 119,632(1) 119,632 0
Stephen Schueren . . . . . . . . . . . . . 146,321(2) 282,223 135,902
Phil Umile . . . . . . . . . . . . . . . . 758(3) 758 0
Tim Fagan . . . . . . . . . . . . . . . . 531(3) 537 0
Sally Malarkey . . . . . . . . . . . . . . 531(3) 531 0
Eden Ratliff . . . . . . . . . . . . . . . 379(3) 379 0
Matthew Ratliff . . . . . . . . . . . . . 379(3) 379 0
Nick Fote . . . . . . . . . . . . . . . . 152(3) 152 0
Andrew Queen . . . . . . . . . . . . . . . 260,199(4) 260,199 0
Jeffrey Queen . . . . . . . . . . . . . . 260,199(4) 260,199 0
Jeffrey Queen and Andrew Queen . . . . . . 260,199(4) 260,199 0
Irrevocable Trust U/A January 2, 1998
Michael Seidl . . . . . . . . . . . . . . 20,000(5) 20,000 0
</TABLE>
___________
(1) Shares issued in connection with the Receivable Financing Agreement dated
as of July 30, 1998, as amended, among Response Acquisition Corp., United
Security Systems, Inc. and McGinn, Smith Capital Holdings Corp. See "Risk
Factors" on page 4.
(2) Includes up to 146,321 shares of common stock which may be issued in
connection with the Company's guarantee of the Note.
(3) Shares issued in connection with the Liberty Acquisition.
(4) Shares issued in connection with the Health Watch Acquisition.
(5) Shares issued in connection with stock guarantees in connection with a
prior acquisition.
11
<PAGE>
PLAN OF DISTRIBUTION
The shares offered hereby may be offered and sold from time to time by the
selling stockholders, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on the Nasdaq
SmallCap Market or otherwise, at prices and on terms then prevailing or at
prices related to the then-current market price, or in negotiated transactions.
The methods by which the shares may be sold may include, but not be limited to,
the following: a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; purchases by a broker or
dealer as principal and resale by such broker or dealer for its account; an
exchange distribution in accordance with the rules of such exchange; ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
privately negotiated transactions; short sales; and a combination of any such
methods of sale. In effecting sales, brokers or dealers engaged by the selling
stockholders may receive commissions or discounts from the selling stockholders
or from the purchasers in amounts to be negotiated immediately prior to the
sale. The selling stockholders may also sell such shares in accordance with
Rule 144 under the Securities Act.
In order to comply with certain state securities laws, if applicable, the
shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless such
shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares may not simultaneously engage in
market-making activities with respect to such shares for a period of one or five
business days prior to the commencement of such distribution. In addition to,
and without limiting, the foregoing, each of the selling stockholders and any
other person participating in a distribution will be subject to the applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of any of the shares by the selling stockholders
or any such other person. All of the foregoing may affect the marketability of
the shares.
The Company has agreed to use its best efforts to maintain the
effectiveness of the registration of the shares offered hereby until the earlier
of the date upon which all of the shares offered hereby have been sold or the
date on which the shares offered hereby, in the opinion of counsel, may be
immediately sold by the selling stockholders without registration.
The selling stockholders and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the Securities Act. There can
be no assurances that the selling stockholders will sell any or all of the
shares offered hereby.
The Company is bearing all of the costs relating to the registration of the
shares. Any commissions, discounts or other fees payable to the broker, dealer,
underwriter, agent or market maker in connection with the sale of any of the
shares will be borne by the selling stockholders. The Company will not receive
any of the proceeds from this offering.
Any commissions paid or any discounts or concessions allowed to any broker,
dealer, underwriter, agent or market maker and, if any such broker, dealer,
underwriter, agent or market maker purchases any of
12
<PAGE>
the shares as principal, any profits received on the resale of such shares, may
be deemed to be underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
The validity of the shares under applicable state law has been passed upon
for the Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New
York 10176.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The financial statements of Triple A Security Systems, Inc. and The Jupiter
Group, Inc. incorporated by reference in this prospectus from the Company's
Annual Report on Form 10-KSB, as amended, for the fiscal year ended June 30,
1997, as of and for the years ended December 31, 1996 and 1995 have been audited
by Terry H. Jones, CPA, independent auditor, as stated in his report which is
incorporated by reference, and are incorporated in reliance upon the report of
such person given upon his authority as an expert in accounting and auditing.
The financial statements of HealthWatch, Inc. incorporated by reference in
this prospectus from the Company's Form 8-K/A, as amended, having a report date
of October 1, 1998, as of and for the fiscal year ended May 31, 1998 have been
audited by Goldstein, Lewin & Co., independent auditors, as stated in their
report which is incorporated by reference, and are incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any materials we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549, or at the SEC's regional offices in New York City and Chicago. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically (HTTP://WWW.SEC.GOV). You also may
inspect reports and other information concerning us at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. We incorporate by reference and make a part
of this prospectus the following:
(1) the Company's Current Report on Form 8-K/A, as amended, having a
report date of October 1, 1998.
13
<PAGE>
(2) the Company's Quarterly Report Form 10-QSB for the quarter ended
September 30, 1998;
(3) the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998;
(4) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (file no. 0-20770) filed with the
Commission on October 22, 1992;
(5) the Company's Proxy Statement on Schedule 14A filed with the
Commission on December 11, 1997;
(6) the financial statements of Triple A Security Systems, Inc. as
of and for the years ended December 31, 1996 and 1995 included in the
Company's Annual Report on Form 10-KSB as amended, for the fiscal year
ended June 30, 1997; and
(7) the financial statements of The Jupiter Group, Inc. as of and
for the years ended December 31, 1996 and 1995 included in the Company's
Annual Report on Form 10-KSB, as amended, for the fiscal year ended June
30, 1997.
Each document filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus and
before the end of the offering made hereby is also incorporated by reference
into this prospectus from the filing date of filing of such document.
If any statement in any document incorporated by reference is inconsistent
with this prospectus, the statement in the latest document supersedes the
earlier statement. You should not rely on any statement that has been
superseded.
The Company will provide upon request a free copy of the documents that are
incorporated by reference in the prospectus. Requests for such information
should be directed to: Response USA, Inc., 11-H Princess Road, Lawrenceville,
New Jersey 08648; Attention: Richard M. Brooks. The Company's telephone number
is (609) 896-4500.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements included or incorporated by reference into this
prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: History of Losses
and Risk of Future Losses; Highly Leveraged; Additional Payments Relating to
Financing Arrangements; Certain Non-Cash Charges; Risks Related to Growth
Through Acquisitions; Possible Need for Additional Financing; Possible Dilutive
Effect of Acquisitions; Cancellation of Subscriber Accounts; Product Liability
and Availability of Insurance; Possible Adverse Effect of "False Alarm"
Ordinances; Competition; Dependence on Suppliers and Manufacturers; Dependence
on Key Personnel and Management; Shares Eligible for Future Sale; Effect of
Previously Issued Options and Warrants; Possible Adverse Effects Associated with
the Issuance of "Blank Check" Preferred Stock; Year 2000 Compliance and other
factors referenced in this prospectus.
14
<PAGE>
================================================================================
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this prospectus in
connection with the offering made hereby, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the dates as of which such information is furnished.
___________________
TABLE OF CONTENTS
Page
----
Company Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Offering Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . 13
Special Note Regarding Forward
Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
RESPONSE USA,
INC.
___________
COMMON STOCK
_____________
PROSPECTUS
_____________
JANUARY , 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemization of all expenses (subject to future
contingencies) incurred or expected to be incurred by the Company in connection
with the issuance and distribution of the securities being offered hereby (items
marked with an asterisk (*) represent estimated expenses):
SEC Registration Fee. . . . . . . . . . . . . . . . . . $ 1,459.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . $ 5,000.00*
Accounting Fees and Expenses. . . . . . . . . . . . . . $ 2,500.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $ 1,041.00*
Total . . . . . . . . . . . . . . . . . . . . . . . . . $10,000.00*
* Estimate
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporation Law, Section 102(b)(7), enables a corporation
in its original certificate of incorporation, or an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct or a knowing violation of a law, the payment of a dividend or
approval of a stock repurchase which is deemed illegal or an improper personal
benefit is obtained. The Company's Certificate of Incorporation includes the
following language:
"No director of the Corporation shall be liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director; provided that this provision does not eliminate the liability of
the director (i) for 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 Title 8 of the Delaware Code, or (iv) for
any transaction from which the director derived an improper personal
benefit."
Article Ninth of the Certificate of Incorporation of the Company permits
indemnification of directors of the Corporation. Such Article provides as
follows:
"A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for 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
II-17
<PAGE>
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 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 extent 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."
Additionally, 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
II-18
<PAGE>
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.
II-19
<PAGE>
ITEM 16. EXHIBITS
(a) The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
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 Merger dated March 18, 1992 by and between
Response USA, Inc. (Delaware) and Lifecall America, Inc.(1)
2(c) 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(d) 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 (3)
4(a) Form of Common Stock Certificate (1)
4(b) Form of Warrant Agreement (1)
4(c) Form of Class A Warrant Certificate (1)
4(d) Form of Class B Warrant Certificate (1)
4(e) Form of Class C Warrant Certificate (1)
4(f) Form of Preferred Warrant Certificate (4)
4(g) 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 1992 (1)
4(h) Restricted Stock Option Plan of the Company adopted by the
Company's Board on August 20, 1990, as amended August 30, 1991,
January 2, 1992 and March 18, 1992 (1)
4(i) 1997 Stock Option Plan of the Company adopted by the Company's
Board in September 1997 (3)
5 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Terry H. Jones, CPA
23(c) Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(contained in the Opinion filed as Exhibit 5)
23(d) Consent of Goldstein, Lewin & Co.
24 Power of Attorney (included on the signature pages hereto)
27 Financial Data Schedule (2)
__________________
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (registration number 33-47589).
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998.
(3) Incorporated by reference to the Company's Registration Statement on Form
SB-2, as amended (registration number 333-37595).
(4) Incorporated by reference to the Company's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended June 30, 1997.
II-20
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in
the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant 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 Registrant of
II-21
<PAGE>
expenses incurred or paid by a director, officer, or controlling person of
Registrant 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, Registrant 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.
II-22
<PAGE>
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 Amendment No. 1 to Registration Statement on
Form S-3 ("Registration Statement") and authorized this Registration Statement
to be signed on its behalf by the undersigned, in the City of Lawrenceville,
State of New Jersey, December 23, 1998.
RESPONSE USA, INC.
By: /s/ Richard M. Brooks
-----------------------------------------------
Richard M. Brooks
President, Chief Executive Officer, Chief
Financial Officer and Chairman of the Board
In accordance with to the requirements of the Securities Act, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Richard M. Brooks Chief Executive Officer, President, Chief December 23, 1998
- ------------------------- Financial Officer and Chairman of the Board
Richard M. Brooks (Principal Executive Officer) (Principal
Accounting and Financial Officer)
* Executive Vice President, Secretary, Treasurer December 23, 1998
- ------------------------- and Director
Ronald A. Feldman*
* Executive Vice President, Chief Operating December 23, 1998
- ------------------------- Officer and Director
Robert L. May*
* Director December 23, 1998
- -------------------------
A. Clinton Allen*
* Director December 23, 1998
- -------------------------
Stuart R. Chalfin*
</TABLE>
/s/ Richard M. Brooks
- -------------------------
*By: Richard M. Brooks
Attorney-In-Fact
II-23
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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 Merger dated March 18, 1992 by and between
Response USA, Inc. (Delaware) and Lifecall America, Inc.(1)
2(c) 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(d) 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 (3)
4(a) Form of Common Stock Certificate (1)
4(b) Form of Warrant Agreement (1)
4(c) Form of Class A Warrant Certificate (1)
4(d) Form of Class B Warrant Certificate (1)
4(e) Form of Class C Warrant Certificate (1)
4(f) Form of Preferred Warrant Certificate (4)
4(g) 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 1992 (1)
4(h) Restricted Stock Option Plan of the Company adopted by the
Company's Board on August 20, 1990, as amended August 30, 1991,
January 2, 1992 and March 18, 1992 (1)
4(i) 1997 Stock Option Plan of the Company adopted by the Company's
Board in September 1997 (3)
5 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Terry H. Jones, CPA
23(c) Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(contained in the Opinion filed as Exhibit 5)
23(d) Consent of Goldstein, Lewin & Co.
24 Power of Attorney (included on the signature pages hereto)
27 Financial Data Schedule (2)
_________________
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (registration number 33-47589).
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998.
(3) Incorporated by reference to the Company's Registration Statement on Form
SB-2, as amended (registration number 333-37595).
(4) Incorporated by reference to the Company's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended June 30, 1997.
II-24
<PAGE>
EXHIBIT 5
[SEP&S LETTERHEAD]
December 23, 1998
Response USA, Inc.
11-H Princess Road
Lawrenceville, New Jersey 08648
Re: Registration Statement on Form S-3 (Registration No. 333-65399)
---------------------------------------------------------------
Ladies and Gentlemen:
You have requested our opinion, as counsel for Response USA, Inc., a
Delaware corporation (the "Company"), in connection with Amendment No. 1 to the
registration statement on Form S-3 (No. 333-65399) (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the registration by the Company of
the sale by certain Selling stockholders of up to 1,069,280 shares of common
stock, par value $.008 per share (the "Shares"), of 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. Based upon such
examinations, it is our opinion that, when there has been compliance with the
Act and the applicable state securities laws, the Shares, when issued, delivered
and paid for in accordance with the terms thereof, will be validly issued, and
the Shares, when so issued, delivered and paid for will also be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the 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,
/s/ Squadron, Ellenoff, Plesent & Sheinfeld, LLP
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Response USA, Inc. on Form S-3 (Registration No.
333-65399) of our report dated September 16, 1998 appearing in the Annual Report
on Form 10-KSB of Response USA, Inc. for the fiscal year ended June 30, 1998 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
December 21, 1998
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement on Form S-3 of our report dated March 27, 1997, appearing
in the Annual Report on Form 10-KSB for the year ended June 30, 1997, as
amended, relating to the financial statements of Triple A Security Systems, Inc.
and our report dated November 21, 1997, appearing in the Annual Report on Form
10-KSB for the year ended June 30, 1997, as amended, relating to the financial
statements of The Jupiter Group, Inc.
We also consent to the reference to our firm under the caption "Experts" in
the Prospectus, which is part of this Registration Statement.
TERRY H. JONES, CPA
/s/ Terry H. Jones, CPA
West Hazelton, Pennsylvania
December 21, 1998
<PAGE>
EXHIBIT 23(d)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Response USA, Inc. on Form S-3 (Registration No.
333-65399) of our report dated November 18, 1998 appearing in the Current Report
on Form 8-K/A of Response USA, Inc. having a report date of October 1, 1998, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of the Registration Statement.
GOLDSTEIN, LEWIN & CO.
/s/ Goldstein, Lewin & Co.
Boca Raton, Florida
December 22, 1998
