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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):
July 19, 2000
RESPONSE USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20770 52-1441922
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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
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ITEM 5. OTHER ITEMS.
On July 19, 2000, Response USA, Inc. (the "Company"), executed Amendment
No. 1 (the "Amendment") to a Settlement Agreement by and among the Company and
Jeffrey Queen, Andrew Queen, and the Jeffrey Queen and Andrew Queen Irrevocable
Trust U/A January 2, 1998 (collectively, the "Queens") dated January 11, 2000
(the "Settlement Agreement"). The Settlement Agreement was executed in
connection with the Deferred Purchase Price provisions under a Stock Purchase
Agreement between the Company and the Queens dated September 16, 1998. The
Settlement Agreement required the Company to pay the Queens approximately $1.85
million, either in cash or in shares of the Company's Common Stock, $.008 par
value per share (the "Common Stock"), and gave the Queens the right to nominate
members to the Board of Directors. At a Board meeting held on June 27, 2000, the
Board enlarged its size from five (5) to seven (7) members, elected Daniel
Abramowitz, Ronald Rosenwasser and Jeffrey Queen to the Board as nominees of the
Queens and agreed to accept the resignation of Board member Stuart Chalfin.
Pursuant to the Amendment, the Company will issue the Queens a total of
3,705,382 (the "Shares") shares of Common Stock, at a currently above market
price of $.50 per share, in settlement of its obligations under the Settlement
Agreement. The issuance of the Shares is being made without prior stockholder
approval pursuant to a waiver received from NASDAQ on July 26, 2000, pursuant to
NASDAQ Marketplace Rule 4310(c)(25)(G)(ii)(b).
The foregoing description of the Amendment is incomplete and qualified in
its entirety by reference to the Amendment listed as Exhibit 1 hereto.
Simultaneously with the execution of the Amendment, the Company also
executed a Severance, Noncompetition and Nondisclosure Agreement with its Chief
Executive Officer, Richard M. Brooks (the "Severance Agreement"). Pursuant to
the terms of the Severance Agreement and the terms of Mr. Brooks' Employment
Agreement with the Company: (1) Mr. Brooks resigned as Chief Executive Officer
of the Company as of July 24, 2000, but he shall continue to serve as Chairman
of the Board until the date Mr. Brooks no longer serves as a Director of the
Company; and (2) the Company shall pay Mr. Brooks severance payments of
$441,203.33, in a lump sum, and monthly installments of $36,766.94 over the next
twenty-four months. The Severance Agreement also contains noncompetition and
confidentiality provisions.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: N/A.
(b) Pro Forma Financial Information: N/A
(c) Exhibits: Amendment No 1. to Settlement Agreement by and among Response
USA, Inc., Jeffrey Queen, Andrew Queen, and the Jeffrey Queen and Andrew
Queen Irrevocable Trust U/A January 2, 1998. (1)
(1) Filed as Exhibit No. IX to Amendment No 2. to Form 13D of
Jeffery Queen filed on July 25, 2000.
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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: August 2, 2000 By: /s/ Jeffrey Queen
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Jeffrey Queen,
Chief Executive Officer
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