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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
September 30, 1999
RESPONSE USA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-20770 52-1441922
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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3 Executive Campus, 2nd Floor South
CHERRY HILL, NJ 08002
(Address of principal executive offices)
Registrant's telephone number, including area code:
(856) 661-0700
11-H Princess Road
LAWRENCEVILLE, NEW JERSEY 08648
(Former address if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 11, 1999, Response USA, Inc. ("Response") entered into a
Stock Purchase Agreement with Vector Security, Inc., pursuant to which Response
agreed to sell the stock of two of its wholly owned subsidiaries, United
Security Systems, Inc. and The Jupiter Group, Inc. d/b/a Triple A Patrol (the
"Sale Transaction"). The closing of the Sale Transaction occurred on September
30, 1999. The total consideration for the Sale Transaction was approximately
$50,300,000 in cash (of which approximately $5,000,000 is being held by the
buyer pending certain post-closing adjustments) and is subject to adjustment
under certain circumstances. The Company paid a fee to Lehman Brothers Inc.,
which firm acted as financial advisor in the transaction and rendered a fairness
opinion to Response regarding the Sale Transaction.
Response utilized approximately $31,000,000 of such proceeds to reduce
its outstanding indebtedness to $26,200,000. In addition, Response utilized
approximately $5,400,000 to satisfy certain stock price guarantees and to redeem
certain shares issued in connection with past security company acquisitions and
utilized approximately $3,900,000 in satisfaction of certain severance and other
obligations and transaction expenses.
As a result of the Sale Transaction, Response is no longer engaged in
the alarm or patrol businesses and is solely engaged in the Personal Response
System (PRS) business. Simultaneous with the Sale Transaction, The Company moved
all of its PRS monitoring to its monitoring station located in Boca Raton,
Florida.
The above description of the Stock Purchase Agreement is incomplete and
is qualified in its entirety by reference to such agreement incorporated by
reference as Exhibit 1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: N/A.
(b) Pro Forma Financial Information: The required pro forma financial
statements are to be filed by amendment no later than 60 days after the filing
of this report.
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(c) Exhibits:
(1) Stock Purchase Agreement dated as of August 11, 1999, by and
among United Security Systems, Inc., The Jupiter Group, Inc.,
Response USA, Inc. and Vector Security, Inc.(1)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESPONSE USA, INC.
Dated: October 15, 1999 By: /s/ Richard M. Brooks
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Richard M. Brooks,
President
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(1) Incorporated by reference to Exhibit 10(m) to the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1999.
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