<PAGE>
As filed with the Securities and Exchange Commission on September 28, 1999
Registration No. 333-[ ]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MACE SECURITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
_______________
Delaware 03-0311630
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
Louis D. Paolino, Jr.
Chief Executive Officer
Mace Security International, Inc.
1000 Crawford Place, Suite 400 1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054 Mt. Laurel, New Jersey 08054
(856) 778-2300 (856) 778-2300
(Address, Including Zip Code, (Name, Address, Including Zip Code,
and Telephone Number, and Telephone Number,
Including Area Code, of Registrant's Including Area Code,
Principal Executive Offices) of Agent for Service)
_______________________
Copy to:
H. John Michel, Jr., Esquire
James Biehl, Esquire
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement, as
determined by market conditions and other factors.
If the only securities being registered on this form are being offered
under 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 under 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. [X]
If this Form is filed to register additional securities for an
offering under 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 under 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 under Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 11,299,124 $7.47 $84,404,456.00 $23,465.00
===============================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c)
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 SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed. We 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.
To be completed, dated September 28, 1999
Prospectus
MACE SECURITY INTERNATIONAL, INC.
11,299,124 SHARES OF COMMON STOCK
This prospectus relates to the offer and sale from time to time by the
holders of up to 11,299,124 shares of our common stock.
Our common stock is currently traded on The NASDAQ National Market under
the symbol "MACE." The closing price of our common stock on The Nasdaq National
Market on September 27, 1999 was $6.25 per share.
________________________
These securities involve a high degree of risk. See "Risk Factors"
beginning on page 3 of this prospectus.
________________________
Our principal executive office is located at 1000 Crawford Place, Suite
400, Mt. Laurel, New Jersey 08054, and our telephone number is (856) 778-2300.
________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
________________________
This prospectus is dated [ ], 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
RISK FACTORS............................................................ 3
THE COMPANY............................................................. 7
CAUTIONARY STATEMENT.................................................... 8
DIVIDEND POLICY......................................................... 8
USE OF PROCEEDS......................................................... 8
REGISTERED STOCKHOLDERS................................................. 9
PLAN OF DISTRIBUTION.................................................... 11
LEGAL OPINIONS.......................................................... 12
EXPERTS................................................................. 12
WHERE YOU CAN FIND MORE INFORMATION..................................... 13
</TABLE>
2
<PAGE>
RISK FACTORS
Before you decide to invest, you should consider carefully the risks
described below, together with the information provided in the other parts of
this prospectus. Any or all of these factors or others not mentioned below
could affect our prospects as a whole.
General Risks
- -------------
We need to raise additional capital
At June 30, 1999, we had negative working capital of approximately $3.2
million and short-term indebtedness aggregating approximately $10 million, with
portions maturing in November 1999 ($4.85 million), December 1999 ($100,000) and
January 2000 ($4.87 million). Our business plan will require significant
additional capital to fund acquisitions and internal development and growth.
Our capital requirements also include working capital for daily operations and
significant capital for equipment purchases. To satisfy our existing
obligations and implement our business plan we will need to refinance our
existing debt. To the extent that we lack cash to meet our further capital
needs, we will be required to raise additional funds through bank borrowings and
significant additional equity and/or debt financings, which may result in
significant increases in leverage and interest expense and/or substantial
dilution. We are presently working with Bank of America on borrowing $45
million on a syndicated line of credit. However, we cannot assure you that we
will obtain the line of credit from Bank of America or that, if we do not obtain
such line of credit, other additional funding will be available on terms
favorable to us. If the Company is unable to raise additional capital, it will
need to substantially reduce the scale of its operations and curtail its
business plan.
We have a history of losses, we have working capital deficits and we may incur
continuing charges
We have reported net losses and working capital deficits in prior fiscal
years and we have recently expended substantial funds for acquisitions and
equipment. In connection with financing acquisitions and business growth, we
anticipate that we will continue to incur significant debt and interest charges.
In addition, we will recognize goodwill amortization charges in connection with
our acquisitions that are accounted for under the "purchase" method of
accounting. The amount of goodwill recognized is the amount by which the
purchase price of a business exceeds the fair market value of the assets
acquired. Goodwill is amortized over a period not to exceed 25 years depending
on the business acquired, resulting in an annual non-cash charge to our earnings
during that period. As we continue to acquire additional businesses, our
financial position and results of operations may fluctuate significantly from
period to period.
Our business plan poses risks for us
Our business objective is to develop and grow a full service, integrated
car care business through acquisitions of car washes and through the internal
development of our car wash facilities by adding gasoline pumps, oil change
facilities and convenience stores to our locations. We have repositioned our
Company from a company involved primarily in the production of consumer defense
products to a company that also offers car wash and car care services. This
strategy involves a number of risks, including:
. Risks associated with growth
. Risks associated with acquisitions
. Risks associated the development of the recruitment and development of
management and operating personnel
. Risks associated with lack of experience in the car service industries
3
<PAGE>
If we are unable to manage one or more of these associated risks
effectively, we may not realize our business plan.
We have a limited operating history regarding our car wash and car service
businesses
Since July 1999, our main business has been the acquisition and operation
of car wash and car service facilities, which now account for more than half of
our revenues. Because of our relatively limited operating history with respect
to these businesses, we cannot assure you that we will be able to operate them
successfully.
We may not be able to manage growth
If we succeed in growing, growth will place significant burdens on our
management and on our operational and other resources. We will need to attract,
train, motivate, retain and supervise our senior managers and other employees
and develop a managerial infrastructure. If we are unable to do this, we will
not be able to realize our business objectives.
Our stock price is volatile
Our common stock's market price has been and is likely to continue to be
highly volatile. Factors like fluctuations in our quarterly revenues and
operating results, our ongoing acquisition program, market conditions and
economic conditions generally may impact significantly our common stock's market
price. In addition, as we continue to acquire additional car wash businesses,
we may agree to issue common stock that will become available generally for
resale and may have an impact on our common stock's market price.
Risks of Acquisitions
- ---------------------
In General. Our strategy to grow in part through acquisitions depends upon
our ability to identify suitable acquisition candidates, and to consummate
acquisitions on financially favorable terms. This strategy involves risks
inherent in assessing acquisition candidates' values, strengths, weaknesses,
risks and profitability and risks related to the financing, integration and
operation of acquired businesses, including:
. adverse short-term effects on our reported operating results;
. diversion of management's attention;
. dependence on hiring, training and retaining key personnel; and
. risks associated with unanticipated problems or latent liabilities.
We cannot assure you that acquisition opportunities will be available, that
we will have access to the capital required to finance potential acquisitions,
that we will continue to acquire businesses, or that any acquired business will
be profitable.
We may not be able to integrate businesses we acquire and achieve operating
efficiencies
We are in the process of combining the businesses and assets that we have
acquired recently into an integrated operating structure. Our future growth and
profitability depend substantially on our ability to operate and integrate
acquired businesses. Our strategy is to achieve economies of scale and brand-
name recognition in part through acquisitions that increase our size. We cannot
assure you that our efforts to integrate acquired operations will be effective
or that we will realize expected results. Our failure to achieve any of these
results could have a material adverse effect on our business and results of
operations.
4
<PAGE>
We face potential liabilities associated with acquisitions of businesses
The businesses we acquire may have liabilities that we do not discover or
may be unable to discover during our preacquisition investigations, including
liabilities arising from environmental contamination or prior owners' non-
compliance with environmental laws or other regulatory requirements, and for
which we, as a successor owner or operator, may be responsible.
Risks of Particular Business Lines
- ----------------------------------
We face risks associated with our consumer safety products
We face claims of injury allegedly resulting from our defense sprays. We
cannot assure you that our insurance coverage will be sufficient to cover any
judgments won against us in these lawsuits. If our insurance coverage is
exceeded, we will have to pay the excess liability directly. We are also aware
of several claims that defense sprays used by law enforcement personnel resulted
in deaths of prisoners and of suspects in custody. While we no longer sell
defense sprays to law enforcement agencies, it is possible that the increasing
use of defense sprays by the public could, in the future, lead to additional
product liability claims.
Our car wash business may suffer under certain weather conditions
Seasonal trends in some periods may affect our car wash business. In
particular, long periods of rain can affect adversely our car wash business as
people typically do not wash their cars during such periods. Conversely,
extended periods of warm, dry weather may encourage customers to wash their own
cars which can affect adversely our car wash business.
Consumer demand for our car wash services is unpredictable
Our financial condition and results of operations will depend substantially
on consumer demand for car wash services. Our business depends on consumers'
choosing to employ professional services to wash their cars rather than washing
their cars themselves or not washing their cars at all. We cannot assure you
that consumer demand for car wash services will increase as our business
expands. Nor can we assure you that consumer demand will maintain its current
level.
We must maintain our car wash equipment
Although we undertake to keep our car washing equipment in proper operating
condition, the operating environment found in car washes results in frequent
mechanical problems. If we fail to properly maintain a car washes' equipment,
the car wash could become inoperable resulting in a loss of revenue to the
Company from the inoperable location.
Our car wash and car services and consumer safety product businesses face
governmental regulation
Car Wash and Car Service Businesses. We are governed by federal, state and
-----------------------------------
local laws and regulations, including environmental regulations, that regulate
the operation of our car wash centers and other car services businesses. Car
wash centers utilize cleaning agents and waxes in the washing process that are
then discharged in waste water along with oils and fluids washed off of
vehicles. Other car services, such as gasoline and lubrication, use of a number
of oil derivatives and other regulated hazardous substances. As a result, we
are governed by environmental laws and regulations dealing with, among other
things:
. transportation, storage, presence, use, disposal and handling of
hazardous materials and hazardous wastes;
5
<PAGE>
. discharge of stormwater; and
. underground storage tanks.
If any of the previously mentioned substances were found on our property,
however, including leased properties, or if we were found to be in violation of
applicable laws and regulations, we could be responsible for clean-up costs,
property damage and fines or other penalties, any one of which could have a
material adverse effect on our financial condition and results of operations.
Consumer Safety Product. The distribution, sale, ownership and use of
-----------------------
consumer defense sprays are legal in 50 states and the District of Columbia. We
cannot assure you, however, that restrictions on the manufacture or use of
consumer defense sprays will not be enacted that would have an adverse impact
on our financial condition.
Some of our consumer defense spray manufacturing operations currently
incorporate hazardous materials, the use and emission of which are regulated by
various state and federal environmental protection agencies, including the
Environmental Protection Agency. We believe that we are in compliance currently
with all state and local statutes governing our disposal of these hazardous
materials, but if there are any changes in environmental permit or regulatory
requirements, or if we fail to comply with any environmental requirements, these
changes or failures may have a material adverse effect on our business and
financial condition.
Additional Risks
- ----------------
We face significant competition
The extent and kind of competition that we face varies. The car wash
industry is highly competitive. Competition is based primarily on location,
facilities, customer service, available services and rates. Because barriers to
entry into the car wash industry are relatively low, competition may be expected
to continually arise from new sources not currently competing with us. In this
sector of our business we also face competition from outside the car wash
industry, such as gas stations and convenience stores, that offer automated car
wash services. In some cases, these competitors may have significantly greater
financial and operating resources than we do. In our car service businesses, we
face competition from a number of sources, including regional and national
chains, gasoline stations and companies and automotive companies and specialty
stores, both regional and national.
Our operations are dependent substantially on the services of our executive
officers, particularly Louis D. Paolino, Jr.
Our operations are dependent substantially on the services of our executive
officers, particularly Louis D. Paolino, Jr., our Chairman of the Board, Chief
Executive Officer and President. If we lose Mr. Paolino's services or that of
one or more of our other executive officers, the loss could have a material
adverse effect on our business and results of operations. We do not maintain
key-man life insurance policies on our executive officers.
We are controlled by Louis D. Paolino, Jr.
Louis D. Paolino, Jr., our President, Chief Executive Officer and Chairman
of our Board of Directors, owns or has the right to vote approximately 40
percent of our outstanding stock, giving him a great deal of influence over our
affairs. Mr. Paolino's influence could affect important functions, including
the election of our Board members and our ability to enter into transactions
with affiliates and related parties and the approval or prevention of any
proposed merger, sale of assets or other business combination. Mr. Paolino's
influence, thus, could prevent us from doing things that would increase our
common stock's price, or force us to do things that could lower our common
stock's price.
6
<PAGE>
Some provisions of Delaware law may prevent us from being acquired
We are governed by Section 203 of the Delaware General Corporation Law,
which prohibits a publicly held Delaware corporation from engaging in a
"business combination" with a person who is an "interested stockholder" for a
period of three (3) years, unless approved in a prescribed manner. This
provision of Delaware law may affect our ability to merge with, or to engage in
other similar activities with, some other companies. This means that we may be
a less attractive target to a potential acquirer who otherwise may be willing to
pay a price for our common stock above its market price.
We face Year 2000 risks
The Company expects to be Year 2000 compliant in a timely manner and
expects to have no material exposure with respect to information technology-
related systems. With respect to non information technology areas, it is
uncertain what risks are associated with the Year 2000 issue and any risks that
may be identified could have a material, adverse effect on the Company's
business, financial condition, and results of operations and cash flows. There
can be no assurances that the systems of customers and vendors on which the
Company relies will be converted in a timely manner and will not have an adverse
effect on the Company's systems or operations
We do not expect to pay cash dividends on our common stock
We do not expect to pay any cash dividends on our common stock in the
foreseeable future. We will reinvest any cash otherwise available for dividends
in our business.
THE COMPANY
We were incorporated in Delaware on September 1, 1993, and before July,
1999, our main business was the production and sale of less-than-lethal defense
sprays and other consumer safety and security products. On July 1, 1999, we
merged American Wash Services Inc., a company that was engaged in the business
of acquiring and operating car wash facilities, into a wholly-owned subsidiary
of Mace. Since the merger, our main business has been the acquisition and
operation of full service car wash facilities. Through a separate division, we
continue to produce and sell, both in our car wash facilities and elsewhere, our
consumer safety products.
7
<PAGE>
CAUTIONARY STATEMENT
In this prospectus and in reports we incorporate in this prospectus, we use
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate," "plan," or "continue," or the negative of the terms or
other variations on the terms, or comparable terminology, which are referred to
under the securities laws as "forward-looking statements."
Our forward-looking statements are affected by known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to differ materially from the results, performance and
achievements that our forward-looking statements express or imply. We discuss
some, but not all, of these risks, uncertainties and factors in this prospectus.
We disclaim any obligation to update this discussion or to announce publicly the
result of any revisions to any of the forward-looking statements contained in
this prospectus, however, to reflect future events or developments.
DIVIDEND POLICY
We do not anticipate paying any cash dividends in the foreseeable future
and we intend to retain all working capital and earnings, if any, for use in our
operations and business expansion. Our Board of Directors will make any future
determination regarding dividend payments, and their decision will depend on,
among other things, our results of operations, financial condition and capital
requirements, the term of any then existing indebtedness, general business
conditions and other factors that the Board of Directors deems relevant.
USE OF PROCEEDS
We will not receive any of the proceeds from the shares sold by the
Registered Stockholders nor will any of the proceeds be available for our use or
otherwise for our benefit.
8
<PAGE>
REGISTERED STOCKHOLDERS
This prospectus relates to 9,459,124 of our common stock currently
outstanding and 1,840,000 shares of our common stock issuable upon exercise of
common stock purchase warrants. The shares are being offered for sale pursuant
to this prospectus, from time to time, by or for the account of the stockholders
named below (the "Registered Stockholders"). The Registered Stockholders
identified with a "+" after their name have entered into lock-up agreements with
Mace that restrict such holders from selling any of their shares for one year
after such shares of common stock were acquired and limit the amount of shares
of common stock that may be sold by such holders for one year thereafter.
The following table lists the names of the Registered Stockholders, and for
each, the number of shares beneficially owned at the commencement of the
offering, the number of shares being offered for sale and the number of shares
and percentage interest of Mace to be beneficially owned after the offering.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Number of
Shares Number of Shares Owned
Beneficially Outstanding Number of After Offering
----------------------
Owned Before Shares Being Warrant Shares
Registered Stockholders the Offering Offered Being Offered Number Percent(1)
----------------------- ------------ ------- ------------- ------ ----------
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Louis D. Paolino, Jr. 7,914,495(2)(3) 1,910,000 1,500,000 4,504,495 25.7%
- ---------------------------------------------------------------------------------------------------------------
Steven Bulboff+ 1,130,000(4) 880,000 -- 250,000 1.4%
- ---------------------------------------------------------------------------------------------------------------
Red Mountain Holdings, Ltd.+ 1,058,362(3)(5) 900,000 -- 158,362 *
- ---------------------------------------------------------------------------------------------------------------
Mark Alsentzer+ 1,000,000 850,000 150,000 -- --
- ---------------------------------------------------------------------------------------------------------------
Gary Higgins+ 984,529(6) 791,672 -- 192,857 1.1%
- ---------------------------------------------------------------------------------------------------------------
Kevin W. Detrick+ 511,627 511,627 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Kenneth H. Bachman, trustee for the
Kenneth H. Bachman Revocable Trust+ 388,941 388,941 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Robert M. Kramer+ 375,000(3)(7) 50,000 75,000 250,000 1.4%
- ---------------------------------------------------------------------------------------------------------------
Environmental Opportunities
Fund II (Institutional) LP+ 308,785 308,785 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Cornett Limited Partnership 300,000 300,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Matthew J. Paolino+ 388,250(8) 330,000 -- 58,250 *
- ---------------------------------------------------------------------------------------------------------------
Excell Legacy Corporation+ 250,000 250,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Global Asset Holdings LLC+ 250,000 250,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Park Equity Partners+ 238,095 238,095 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Claudia Bachman, trustee for the
Claudia Bachman Revocable Trust+ 204,359 204,359 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Joseph Paolino+ 200,000 200,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Louis Paolino, Sr.+ 200,000 200,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Genie Car Service Center, Inc. 184,533 184,533 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Rosario Higgins+ 135,801 135,801 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Michael Fazio+ 120,833(9) 100,000 -- 20,833 *
- ---------------------------------------------------------------------------------------------------------------
Marrin LPA Pennsylvania 100,000 -- 100,000 -- --
- ---------------------------------------------------------------------------------------------------------------
Environmental Opportunities
Fund II LP+ 84,072 84,072 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Gregory Krzemien+ 81,250(10) 50,000 -- 31,250 *
- ---------------------------------------------------------------------------------------------------------------
Gunter Rauch+ 57,388 57,388 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Daniel and Diane Warmbier+ 52,738 52,738 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Francis S. Janoski+ 30,698 30,698 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Michael A. Ruiz+ 30,698 30,698 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Brian Bath+ 30,698 30,698 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Ben Franklin Technology Center 25,807 25,807 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Raymond Periano+ 20,000 20,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Robert Paolino+ 20,000 20,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
9
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<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Number of
Shares Number of Shares Owned
Beneficially Outstanding Number of After Offering
-----------------------
Owned Before Shares Being Warrant Shares
Registered Stockholders the Offering Offered Being Offered Number Percent(1)
----------------------- ------------ ------- ------------- ------ ----------
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen J. Duskin 15,000 -- 15,000 -- --
- ---------------------------------------------------------------------------------------------------------------
Carolyn Schmidt+ 13,184 13,184 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Ranier and Rosamaria Dietrich+ 13,077 13,077 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Ronald R. Pirollo+ 10,000(11) 10,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
John Poling+ 10,000 10,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Germaine Curtin+ 10,000 10,000 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Stephen Sims 5,030 5,030 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Genie Car Wash Inc. of Austin 4,400 4,400 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Genie Car Care Center Inc. 4,400 4,400 -- -- --
- ---------------------------------------------------------------------------------------------------------------
Amy Schmaedeke+ 3,121 3,121 -- -- --
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
________________________
* Less than 1% of the outstanding shares of Mace common stock.
(1) Percentage calculation is based on 17,507,942 shares of Mace common stock
outstanding on September 24, 1999.
(2) Includes (i) warrants to acquire 1,500,000 shares of Mace common stock and
(ii) 2,809,495 shares of Mace common stock for which Louis Paolino has been
granted irrevocable proxies to vote such shares. Mr. Paolino is the
Chairman, President and Chief Executive Officer and a Director of Mace.
(3) Louis Paolino, Red Mountain Holdings, Ltd. and Robert Kramer filed a
Statement on Schedule 13D (initially filed on May 28, 1999; as amended on
July 15, 1999) reporting the acquisition of the shares of Mace common stock
reported in the table above. Under Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), such stockholders
may be considered a "group" acting together to control Mace and therefore
may each be deemed to beneficially own the shares of Mace common stock held
by all of such stockholders, 9,547,857 shares in the aggregate. Each such
stockholder, however, expressly disclaims his or its membership in a group
and the beneficial ownership of the shares acquired by the other
stockholders. As required by Rule 13d-3(d)(1)(i)(D) of the Exchange Act,
the table discloses as beneficially held by Louis Paolino and Robert Kramer
shares of Mace common stock subject to certain options and warrants that
are not exercisable within 60 days of July 30, 1999.
(4) Includes (i) 860,000 shares of Mace common stock that will not be issued
until Mr. Bulboff satisfies certain post-closing obligations relating to
the acquisition of certain real estate and assets of Steven B. Properties,
Inc. by Mace and (ii) options to purchase 18,750 shares of Mace common
stock.
(5) David Ehrlich, a consultant for Mace, in his position as the sole director
of Red Mountain Holdings, Ltd. may be deemed to have the sole power to
direct the voting and disposition of these shares and may therefore be
deemed the beneficial owner thereof.
(6) Includes 192,857 shares of Mace common stock that will not be issued until
Mr. Higgins satisfies certain post-closing obligations relating to the
acquisition of Colonial Full Service Car Wash, Inc. by Mace. Mr. Higgins
has granted an irrevocable proxy to Mr. Paolino to vote 984,529 shares of
Mace's common stock.
(7) Includes (i) warrants to acquire 75,000 shares of Mace common stock and
(ii) options to purchase 200,000 shares of Mace common stock. Mr. Kramer
is the Secretary, an Executive Vice President and a Director of Mace.
(8) Includes options to purchase 31,250 shares of Mace common stock. Mr.
Paolino is a Vice President and a Director of Mace.
(9) Includes options to purchase 20,833 shares of Mace common stock. Mr. Fazio
is a Vice President of Mace.
(10) Includes options to purchase 31,250 shares of Mace common stock. Mr.
Krzemien is the Treasurer and Chief Financial officer of Mace.
(11) Mr. Pirollo is the Chief Accounting Officer and the Controller of Mace.
10
<PAGE>
PLAN OF DISTRIBUTION
This prospectus relates to sales from time to time of up to 11,299,124
by the Registered Stockholders and their pledgees, donees, transferees, partners
or others who acquire the shares from the Registered Stockholders (collectively,
the "Transferees"). We will not receive any of the proceeds from any Registered
Stockholder's or Transferee's sale of their shares. The Registered Stockholders
or their Transferees may sell the shares from time to time in one or more
underwritten transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices. Any underwritten offering may
be on a "best efforts" or a "firm commitment" basis. In connection with any
underwritten offering, underwriters or agents may receive compensation in the
form of discounts, concessions or commissions from the Registered Stockholders,
the Transferees or from purchasers of shares for whom they may act as agents.
Underwriters may sell shares to or through dealers, and dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents.
Under agreements that we may enter, we may be required to indemnify
underwriters, dealers and agents who participate in the distribution of shares
against some liabilities, including liabilities under the Securities Act, and we
may be required to contribute to payments that the underwriters, dealers or
agents may be required to make in distributing the shares.
The Registered Stockholders or their Transferees and any underwriters,
dealers or agents that participate in the distribution of shares may be deemed
to be "underwriters" within the meaning of the Securities Act, and any profit
they make on the sale of shares and any discounts, commissions or concessions
they receive might be deemed to be underwriting discounts and commissions under
the Securities Act. Because the Registered Stockholders or their Transferees
may be deemed "underwriters," they are subject to the Securities Act's
prospectus delivery requirements, which may include delivery through the
facilities of The NASDAQ National Market. We have advised the Registered
Stockholders that Regulation M, a part of the Securities Act, imposes anti-
manipulative provisions that may apply to the Registered Stockholders' sales.
When a particular offer of shares is made, we will distribute a
prospectus supplement, if required, that will show the names of any
underwriters, dealers or agents used by the Registered Stockholders or
Transferees, any discounts, commissions and other terms paid by the Registered
Stockholders or Transferees and any other required information. In addition,
when a Registered Stockholder informs us that one of its Transferees intends to
sell more than 500 shares, we will file and distribute a prospectus supplement.
The Registered Stockholders and their Transferees may also sell their
shares, from time to time, directly to purchasers or to or through broker-
dealers. Sales may be made on The NASDAQ National Market or other exchanges on
which the shares are then traded, in the over-the-counter market, in negotiated
transactions, through put or call options relating to the shares, through short
sales of shares or otherwise at prices and at terms then prevailing, at prices
related to the then-current market prices or at prices otherwise negotiated. In
connection with any sale, any broker-dealer may act as the Registered
Stockholder's or Transferee's agent or may purchase from the Registered
Stockholders or Transferees all or a portion of the shares as principal, and any
sale may be made under any of the methods described below.
(a) block transactions, which may involve crosses, in which a broker-
dealer may sell all or a portion of the shares as agent, but may position and
resell all or a portion of the block as principal to facilitate the transaction;
(b) purchases by any broker-dealer as principal and resale by the
broker-dealer for its own account;
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(c) a special offering, an exchange distribution or a secondary
distribution under applicable NASDAQ National Market or other stock exchange
rules;
(d) ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
(e) through put or call option transactions relating to the shares;
(f) sales "at the market" to or through a market maker or into an
existing trading market for the shares, on an exchange or otherwise; and
(g) sales in other ways not involving market makers or established
trading markets, including direct sales to purchasers.
In effecting sales, broker-dealers engaged by the Registered
Stockholders and/or their Transferees may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or other compensation from
the Registered Stockholders and/or their Transferees in amounts to be negotiated
immediately before the sale that will not exceed those customary in the types of
transactions involved. Broker-dealers may also receive compensation from
purchasers of the shares, but we do not expect the compensation to exceed
customary compensation in the types of transactions involved. The Registered
Stockholders or their Transferees may also sell the shares under the Securities
Act's Rule 144, if they meet the Rule's requirements.
We will pay all expenses related to the offering and sale of the
shares, other than commissions, discounts and fees of underwriters, broker-
dealers or agents. We have agreed to indemnify the Registered Stockholders
against some losses, claims, damages and liabilities, including liabilities
under the Securities Act.
LEGAL OPINIONS
Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania, will issue for
us an opinion on the validity of the shares being offered by this prospectus.
EXPERTS
Urbach Kahn & Werlin PC, independent public accountants, has audited
the consolidated financial statements contained in our Annual Report on Form 10-
KSB for the year ended December 31, 1998 that we have incorporated by reference
in this prospectus, as indicated in its report. We have incorporated this report
in this prospectus in reliance on their authority as experts in giving the
reports.
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WHERE YOU CAN FIND MORE INFORMATION
The Securities Exchange Act of 1934 requires us to file reports, proxy
statements and other information with the Securities and Exchange Commission.
Our reports, proxy statements and other information may be copied and inspected
at the Securities and Exchange Commission's Public Reference Facilities, which
are in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the
Securities and Exchange Commission's following regional offices: 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of the material can be
obtained from the Securities and Exchange Commission's Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, by calling
1-800-SEC-0300. The Securities and Exchange Commission also maintains an
Internet web site at http://www.sec.gov that contains reports, proxy statements
and other information.
We filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act which registered the shares
covered by this prospectus for resale by the Registered Stockholders. This
prospectus is a part of the registration statement. This prospectus does not
contain all of the information shown in the registration statement because we
have omitted some portions of the prospectus as permitted by the Securities and
Exchange Commission's rules and regulations. Statements contained in this
prospectus as to any contract or other documents' contents are not necessarily
complete. In each instance, if the contract or document is filed as an exhibit
to the registration statement, the affected statement is qualified, in all
respects, by reference to the applicable exhibit to the registration statement.
For further information about us and our shares, we refer you to the
registration statement and the exhibits and schedules that you may obtain from
the Securities and Exchange Commission at its principal office in Washington,
D.C. after you pay the Securities and Exchange Commission's prescribed fees.
The Securities and Exchange Commission 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 these documents. The
information we have incorporated by reference is an important part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will update and supersede automatically this information. We
incorporate by reference the following documents, which we have filed already
with the Securities and Exchange Commission, and any future filings we make with
the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until the Registered Stockholders sell all of the shares:
1. Our Annual Report on Form 10-KSB for the year ended December 31,
1998.
2. Our Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1999 and June 30, 1999.
3. Our following Current Reports on Form 8-K:
(a) Form 8-K dated May 17, 1999, as amended on July 30, 1999;
(b) Form 8-K dated May 18, 1999, as amended on August 2, 1999;
(c) Form 8-K dated May 26, 1999, as amended on June 18, 1999;
(d) Form 8-K dated June 1, 1999, as amended on August 16,
1999;
(e) Form 8-K dated June 22, 1999, as amended on August 27,
1999;
(f) Form 8-K dated July 1, 1999, as amended on September 13,
1999;
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(g) Form 8-K dated July 1, 1999, as amended on September 13,
1999;
(h) Form 8-K dated July 9, 1999, as amended on September 22,
1999;
(i) Form 8-K dated August 24, 1999;
(j) Form 8-K dated August 25, 1999;
(k) Form 8-K dated September 23, 1999; and
(l) Form 8-K dated September 23, 1999.
4. The description of Mace's common stock contained in the
registration statement (File No. 0-22810) filed by Mace to register such
securities under the Securities Exchange Act of 1934, including all amendments
and reports filed to update such description.
You should rely only on the information we include or incorporate by
reference in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus or
the applicable prospectus supplement is accurate only as of the date on the
front of those documents, regardless of the time of delivery of this prospectus
or the applicable prospectus supplement or of any sale of our securities.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this prospectus is
deemed to be modified or superseded for purposes of this prospectus to the
extent that any of the following modifies or supersedes a statement in this
prospectus or incorporated by reference in this prospectus:
. in the case of a statement in a previously filed document
incorporated or deemed to be incorporated by reference in this
prospectus, a statement contained in this prospectus;
. a statement contained in any accompanying prospectus supplement
relating to a specific offering of shares; or
. a statement contained in any other subsequently filed document
that is also incorporated or deemed to be incorporated by reference in
this prospectus.
Any modified or superseded statement will not be deemed to constitute
a part of this prospectus or any accompanying prospectus supplement, except as
modified or superseded. Except as provided by the above mentioned exceptions,
all information appearing in this prospectus and each accompanying prospectus
supplement is qualified in its entirety by the information appearing in the
documents incorporated by reference.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, after their written or oral request, a copy of any or
all of the documents incorporated in this prospectus by reference, other than
exhibits to the documents, unless the exhibits are incorporated specifically by
reference in the documents. Written requests for copies should be addressed to
Louis D. Paolino, Jr., Chief Executive Officer, Mace Security International,
Inc., 1000 Crawford Place, Suite 400, Mt. Laurel, New Jersey 08054.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by us in
connection with this registration statement:
Securities and Exchange Commission Registration Fee.. $23,465
Accounting Fees and Expenses......................... $ 8,000
Legal Fees and Expenses.............................. $15,000
Miscellaneous Expenses............................... $ 5,000
-------
Total................................................ $51,465
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are organized under the laws of the State of Delaware. Section 145 of
the Delaware General Corporation Law permits a Delaware corporation to indemnify
any person who is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise. A corporation may similarly indemnify the
person in the case of actions or suits brought by or in the right of the
corporation, except, unless otherwise ordered by the court, that no
indemnification will be made in respect of any claim, issue or matter as to
which the person will have been adjudged to be liable to the corporation.
A corporation may indemnify the person against expenses including
attorneys' fees, and judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Any indemnification will be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct. The determination will be made:
(1) by a majority vote of the directors who were not parties to the
action, suit, or proceeding, whether or not a quorum;
(2) if no directors were parties, or if the directors so direct, by
independent legal counsel in a written opinion; or
(3) by the stockholders.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits, or otherwise, in defense of any claim, issue
or matter therein, the person will be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense. The statute also provides that it is not exclusive of any other rights
to which those seeking indemnification may be entitled under any bylaws,
agreement, vote of stockholders or disinterested directors, or otherwise. Our
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<PAGE>
By-Laws provide for the indemnification of our directors and officers to the
fullest extent permitted by law and requires advancement of expenses.
Section 102(b)(7) of the Delaware General Corporation Law allows a Delaware
corporation to limit or eliminate the personal liability of directors to the
corporation and its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision excludes any limitation on
liability:
(1) for any breach of the director's duty of loyalty to the corporation or
its stockholders;
(2) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law;
(3) for intentional or negligent payment of unlawful dividends or stock
purchases or redemptions; or
(4) for any transaction from which the director derived an improper
benefit.
Moreover, while this provision provides directors with protection against
awards for monetary damages for breach of their duty of care, it does not
eliminate the duty. Accordingly, this provision will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's breach of his or her duty of care. Finally, this provision applies
to an officer of a corporation only if he or she is a director of the
corporation and is acting in his or her capacity as director, and does not apply
to officers of the corporation who are not directors.
Our Certificate of Incorporation does not provide for the limitation on
liability permitted by Section 102(b)(7). We maintain directors and officers'
liability insurance.
To the extent indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling us under the
above mentioned provisions, we have been informed that in the Securities and
Exchange Commission's opinion the indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this registration statement:
Exhibit Number Document
- -------------- --------
5 Opinion of Drinker Biddle & Reath LLP*
23.1 Consent of Ernst & Young LLP
23.2 Consent of Urbach Kahn & Werlin PC
23.3 Consent of D. Willliams & Co., P.C.
23.4 Consent of Daniel P. Irwin and Associates, P.C.
23.5 Consent of Drinker Biddle & Reath LLP*
24 Powers of Attorney - Included on signature page
_________________________
* To be filed by amendment
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ITEM 17. UNDERTAKINGS.
(a) The undersigned 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 of 1933;
(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; and
(iii) To include any additional or changed material information
on the plan of distribution;
provided, however that the undertakings set forth in paragraphs
-------- -------
(1)(i) and (1)(ii) do not apply if 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 Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) 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 permitted under
Item 15 above 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 against the Registrant by such director, officer
or controlling person in connection with the securities being registered hereby,
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.
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SIGNATURES
Pursuant to 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 on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mt. Laurel, New Jersey on September 28, 1999.
MACE SECURITY INTERNATIONAL, INC.
/s/ Louis D. Paolino, Jr.
-------------------------
Louis D. Paolino, Jr.
Chairman of the Board, Chief Executive
Officer and President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints jointly and severally, Robert M. Kramer and
Gregory M. Krzemien and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name place and stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
registration statement and to sign any registration statement and amendments
thereto for the same offering files pursuant to Rule 462(b), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on September 28, 1999.
Name Capacity
---- --------
/s/ Louis D. Paolino, Jr Chairman of the Board, Chief Executive
- ----------------------------
Louis D. Paolino, Jr. Officer and President
/s/ Gregory M. Krzemien Chief Financial Officer and Treasurer
- ----------------------------
Gregory M. Krzemien
/s/ Ronald R. Pirollo Chief Accounting Officer and Controller
- ----------------------------
Ronald R. Pirollo
/s/ Jon E. Goodrich Director
- ----------------------------
Jon E. Goodrich
/s/ Robert M. Kramer Director
- ----------------------------
Robert M. Kramer
/s/ Matthew J. Paolino Director
- ----------------------------
Matthew J. Paolino
/s/ Constantine N. Papadakis Director
- ----------------------------
Constantine N. Papadakis
/s/ Rodney R. Proto Director
- ----------------------------
Rodney R. Proto
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EXHIBIT INDEX
Exhibit Number Document Page Number
- -------------- -------- -----------
23.1 Consent of Ernst & Young LLP II-6
23.2 Consent of Urbach Kahn & Werlin PC II-7
23.3 Consent of D. Williams & Co., P.C. II-8
23.4 Consent of Daniel P. Irwin and Associates, P.C. II-9
24 Powers of Attorney (included on signature page) -
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Mace Security International, Inc. on Form S-3 to be filed on or about September
28, 1999, of our report dated January 21, 1999, except for Notes 3 and 10 as to
which the dates are July 22, 1999 and May 17, 1999, respectively, with respect
to the financial statements of Colonial Full Service Car Wash, Inc. included in
Mace Security International, Inc.'s Current Report on Form 8-K dated May 17,
1999 (as amended on July 30, 1999 on Form 8-K/A), filed with the Securities and
Exchange Commission
/s/ ERNST & YOUNG LLP
Dallas, Texas
September 27, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Mace Security, Inc. on Form S-3 to be filed on or about September 28, 1999, of
our report dated April 2, 1999 on the consolidated financial statement of Mace
Security International, Inc. (the "Company"), included in the Company's Annual
Report on Form 10-KSB dated April 14, 1999 and to all references to our Firm
included in this registration statement.
/s/ URBACH KAHN & WERLIN PC
Albany, New York
September 28, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Mace Security International, Inc. on Form S-3 of our report dated June 18, 1999,
with respect to the combined financial statements of Genie Car Wash Inc., of
Austin, Genie Car Care Center, Inc. and Genie Car Service Center, Inc. included
in Mace Security International, Inc.'s Current Report on Form 8-K dated May 18,
1999 (as amended August 2, 1999, on Form 8-K/A), filed with the Securities and
Exchange Commission.
D. WILLIAMS & CO., P.C.
Lubbock, TX
September 28, 1999
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Mace Security International, Inc. on Form S-3 of our report dated September 18,
1999, with respect to the financial statements of Innovative Control Systems,
Inc. included in Mace Security International, Inc.'s Current Report on Form 8-K
dated July 9, 1999 (as amended September 22, 1999 on Form 8-K/A), filed with the
Securities and Exchange Commission.
/s/ DANIEL P. IRWIN AND ASSOCIATES P.C.
Strafford-Wayne, Pennsylvania
September 27, 1999
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