<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-87981
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
AMENDMENT NO. 1
TO
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, Including Area and Telephone Number, Including
Code, of Registrant's Principal Area Code, of Agent for Service)
Executive Offices)
_______________________
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.[]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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 5,345,888 $6.08 $32,502,999 $8,581
=================================================================================================================================
</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 December 23, 1999
PROSPECTUS
MACE SECURITY INTERNATIONAL, INC.
16,645,012 SHARES OF COMMON STOCK
This prospectus relates to the offer and sale from time to time by the
holders of up to 16,645,012 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 December 22, 1999 was $ 6.375 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.......................... 8
CAUTIONARY STATEMENT................. 8
DIVIDEND POLICY...................... 8
USE OF PROCEEDS...................... 8
REGISTERED STOCKHOLDERS.............. 9
PLAN OF DISTRIBUTION................. 12
LEGAL OPINION........................ 13
EXPERTS.............................. 13
WHERE YOU CAN FIND MORE INFORMATION.. 14
</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 September 30, 1999, we had negative working capital of approximately
$5.4 million and short-term indebtedness aggregating approximately $10 million,
with portions maturing in December 1999 ($100,000), January 2000 ($4.87 million)
and February 2000 ($4.8 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 or
renegotiate 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. Presently we are pursuing several financing alternatives
including working with Bank of America on a syndicated line of credit and with
FMAC on a term financing. We cannot assure you, however, that we will obtain
the line of credit from Bank of America or the term financing from FMAC or that,
if we do not obtain the line of credit or the term financing, other additional
funding will be available on terms favorable to us. If we are unable to raise
additional capital, we will need to reduce substantially the scale of our
operations and to curtail our 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;
3
<PAGE>
. Risks associated with the recruitment and development of management and
operating personnel; and
. Risks associated with lack of experience in the car service industries.
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
4
<PAGE>
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.
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 the equipment, the car
wash could become inoperable resulting in a loss of revenue to us 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:
5
<PAGE>
. transportation, storage, presence, use, disposal and handling of
hazardous materials and hazardous wastes;
. 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 Products. 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., GIVING HIM A GREAT DEAL OF INFLUENCE
OVER OUR AFFAIRS.
Louis D. Paolino, Jr., our President, Chief Executive Officer and Chairman
of our Board of Directors, owns or has the right to vote approximately 32
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
6
<PAGE>
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.
OUR PREFERRED STOCK MAY EFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK; IT
MAY ALSO DISCOURAGE ANOTHER PERSON TO ACQUIRE CONTROL OF MACE
Our Certificate of Incorporation authorizes the issuance of up to
50,000,000 shares of Preferred Stock. No shares of Preferred Stock are currently
outstanding. It is not possible to state the precise effect of Preferred Stock
upon the rights of the holders of our common stock until the Board of Directors
determines the respective preferences, limitations and relative rights of the
holders of one or more series or classes of the Preferred Stock. However, such
effect might include: (i) reduction of the amount otherwise available for
payment of dividends on Common Stock, to the extent dividends are payable on any
issued shares of Preferred Stock, and restrictions on dividends on Common Stock
if dividends on the Preferred Stock are in arrears, (ii) dilution of the voting
power of the Common Stock to the extent that the Preferred Stock has voting
rights, and (iii) the holders of Common Stock not being entitled to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to the Preferred Stock.
The Preferred Stock may be viewed as having the effect of discouraging an
unsolicited attempt by another person to acquire control of Mace and may
therefore have an anti-takeover effect. Issuances of authorized preferred shares
can be implemented, and have been implemented by some companies in recent years
with voting or conversion privileges intended to make an acquisition of the
company more difficult or costly. Such an issuance could discourage or limit the
stockholders' participation in certain types of transactions that might be
proposed (such as a tender offer), whether or not such transactions were favored
by the majority of the stockholders, and could enhance the ability of officers
and directors to retain their positions.
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.
THERE ARE ADDITIONAL RISKS SET FORTH IN THE INCORPORATED DOCUMENTS
In addition to the risk factors set forth above, you should review the
documents incorporated into this prospectus. Such documents may contain, in
certain instances and from time to time, additional and supplemental information
relating to the risks set forth above and/or additional risks to be considered
by you, including, without limitation, information relating to losses
experienced by Mace in particular historical periods, working capital deficits
of Mace at particular dates, information relating to pending and recently
completed acquisitions, descriptions of new or changed federal or state
regulations applicable to Mace, data relating to remediation and the actions
taken by Mace, and estimates at various times of Mace's potential liabilities
for compliance with environmental laws or in connection with pending litigation.
7
<PAGE>
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 Security International, Inc. 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.
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 14,442,512 shares of our currently outstanding
common stock and 2,202,500 shares of our common stock issuable upon exercise of
common stock purchase warrants. The shares have been registered with the SEC for
offer and sale, 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. These Registered Stockholders are registering
their shares for offer and sale at this time for the purpose of allowing such
holders to obtain margin loans on their shares.
The following table lists the names of the Registered Stockholders, and for
each, the number of shares beneficially owned before registration, the number of
shares that have been registered and the number of shares and percentage
interest of Mace to be beneficially owned if all of the registered shares are
sold pursuant to this prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
SHARES NUMBER OF IF ALL
BENEFICIALLY OUTSTANDING NUMBER OF REGISTERED SHARES
OWNED BEFORE SHARES WARRANT SHARES ARE SOLD
Registered Stockholders REGISTRATION REGISTERED REGISTERED NUMBER PERCENT(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Louis D. Paolino, Jr.+ 7,446,162(2)(3) 2,380,000 1,500,000 3,566,162 15.4%
- -------------------------------------------------------------------------------------------------------------------
Excel Legacy Corporation+ 3,812,500(4) 250,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Millennia Car Wash, LLC+ 3,562,500(5) 3,500,000 62,500 -- --
- -------------------------------------------------------------------------------------------------------------------
Mark Alsentzer+ 1,100,000(6) 850,000 150,000 -- --
- -------------------------------------------------------------------------------------------------------------------
Red Mountain Holdings, Ltd.+ 1,058,362(3)(7) 1,058,362 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Steven Bulboff+ 1,048,750(8) 1,030,000 -- 18,750 *
- -------------------------------------------------------------------------------------------------------------------
Gary Higgins+ 971,701 971,701 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Kevin W. Detrick+ 511,627 511,627 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Kenneth H. Bachman, trustee for the
Kenneth H. Bachman Revocable Trust+ 388,941 388,941 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Matthew J. Paolino+ 388,250(9) 355,000 -- 33,250 *
- -------------------------------------------------------------------------------------------------------------------
Robert M. Kramer+ 375,000(3)(10) 50,000 75,000 250,000 1.1
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
SHARES NUMBER OF IF ALL
BENEFICIALLY OUTSTANDING NUMBER OF REGISTERED SHARES
OWNED BEFORE SHARES WARRANT SHARES ARE SOLD
Registered Stockholders REGISTRATION REGISTERED REGISTERED NUMBER PERCENT(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Environmental Opportunities
Fund II (Institutional) LP+ 308,785 308,785 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Cornett Limited Partnership 300,000(11) 300,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Global Asset Holdings LLC+ 250,000 250,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Park Equity Partners+ 238,095 238,095 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Razor's Edge Collections, C&C 221,000 221,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Genie Car Service Center, Inc. 184,533(11) 184,533 -- -- --
- -------------------------------------------------------------------------------------------------------------------
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 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Rosario Higgins+ 165,029 165,029 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Michael Fazio+ 120,833(12) 100,000 -- 20,833 *
- -------------------------------------------------------------------------------------------------------------------
Martan & Co. 114,060(13) -- 114,060 -- --
- -------------------------------------------------------------------------------------------------------------------
Marrin LPA Pennsylvania 100,000(14) -- 100,000 -- --
- -------------------------------------------------------------------------------------------------------------------
Cord Investments 50,000 50,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Environmental Opportunities
Fund II LP+ 84,072 84,072 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Ronald I. Heller 83,970(15) -- 83,970 -- --
- -------------------------------------------------------------------------------------------------------------------
David Nagelberg 83,970(15) -- 83,970 -- --
- -------------------------------------------------------------------------------------------------------------------
Gregory Krzemien+ 81,750(16) 50,000 -- 31,750 *
- -------------------------------------------------------------------------------------------------------------------
Gunter Rauch+ 68,967 68,967 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Daniel and Diane Warmbier+ 52,738 52,738 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Doug Moreland 100,000 100,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Columbine Financial Solutions, Inc.+ 48,000 48,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Francis S. Janoski+ 30,698 30,698 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Michael A. Ruiz+ 30,698 30,698 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Brian E. Bath+ 30,698 30,698 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Ben Franklin Technology Center 25,807 25,807 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Raymond Periano+ 20,000 20,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
SHARES NUMBER OF IF ALL
BENEFICIALLY OUTSTANDING NUMBER OF REGISTERED SHARES
OWNED BEFORE SHARES WARRANT SHARES ARE SOLD
Registered Stockholders REGISTRATION REGISTERED REGISTERED NUMBER PERCENT(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert Paolino+ 20,000 20,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Gregory Mitchell 19,911 19,911 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Ranier and Rosamaria Dietrich+ 16,010 16,010 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Ronald R. Pirollo+ 16,250(17) 10,000 -- 6,250 *
- -------------------------------------------------------------------------------------------------------------------
Stephen J. Duskin 15,000(18) -- 15,000 -- --
- -------------------------------------------------------------------------------------------------------------------
Michael Silvestri 15,000(18) -- 15,000 -- --
- -------------------------------------------------------------------------------------------------------------------
Carolyn Schmidt+ 13,184 13,184 -- -- --
- -------------------------------------------------------------------------------------------------------------------
John Poling+ 10,000 10,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Germaine Curtin+ 10,000 10,000 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Stephen Sims 6,158 6,158 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Lynn Geyser 4,444 4,444 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Genie Car Wash Inc. of Austin 4,400(11) 4,400 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Genie Car Care Center Inc. 4,400(11) 4,400 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Amy Schmaedeke+ 3,695 3,695 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Eugene Whitehouse 3,000(19) -- 3,000 -- --
- -------------------------------------------------------------------------------------------------------------------
Richard Ware II, as Successor Trustee
of the Amy Jeannine Mitchell Trust 1,556 1,556 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Richard Ware II, as Successor Trustee
of the Jeffrey Andrew Mitchell Trust 1,556 1,556 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Richard Ware II, as Successor Trustee
of the Elizabeth Ann Mitchell Trust 1,556 1,556 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Richard Ware II, as Successor Trustee
of the Andrew Eldon Mitchell Trust 1,556 1,556 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Rick Deaton 1,244 1,244
- -------------------------------------------------------------------------------------------------------------------
Andy Andreu 1,244 1,244 -- -- --
- -------------------------------------------------------------------------------------------------------------------
David Johnson 1,244 1,244 -- -- --
- -------------------------------------------------------------------------------------------------------------------
Rodger Hudson 1,244 1,244 -- -- --
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------
* Less than 1% of the outstanding shares of Mace common stock.
(1) Percentage calculation is based on 21,712,942 shares of Mace common stock
outstanding on November 30, 1999.
(2) Includes (i) warrants to acquire 1,500,000 shares of Mace common stock and
(ii) 2,316,162 shares of Mace common stock for which Louis Paolino, Jr. has
been granted irrevocable proxies to vote such shares. Mr. Paolino is the
Chairman, President and Chief Executive Officer and a Director of Mace.
11
<PAGE>
(3) Louis Paolino, Jr., 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, 8,879,524 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, Jr. and Robert
Kramer shares of Mace common stock subject to certain options and warrants
that are not exercisable within 60 days of November 30, 1999.
(4) Includes (i) 3,500,000 shares and (ii) warrants to purchase 62,500 shares,
all held by Millennia Car Wash, LLC, a limited liability company controlled
by Excel Legacy Corporation.
(5) Includes warrants to purchase 62,500 shares.
(6) Includes warrants to purchase 250,000 shares, 100,000 of which are held by
Marrin LPA Pennsylvania, a company controlled by Mr. Alsentzer. Mr.
Alsentzer is a Director of Mace.
(7) 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.
(8) Includes options to purchase 18,750 shares of Mace common stock.
(9) Includes options to purchase 31,250 shares of Mace common stock. Matthew
Paolino is a Vice President and a Director of Mace.
(10) 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.
(11) This Registered Holder has agreed with Mace to sell no more than 1/12th of
the shares in any 31 day period.
(12) Includes options to purchase 20,833 shares of Mace common stock. Mr. Fazio
is a Vice President of Mace.
(13) Consists of warrants to purchase 114,060 shares.
(14) Consists of warrants to purchase 100,000 shares.
(15) Consists of warrants to purchase 83,970 shares.
(16) Includes options to purchase 31,250 shares of Mace common stock. Mr.
Krzemien is the Treasurer and Chief Financial Officer of Mace.
(17) Includes options to purchase 6,250 shares of Mace common stock. Mr.
Pirollo is the Chief Accounting Officer and the Controller of Mace.
(18) Consists of warrants to purchase 15,000 shares.
(19) Consists of warrants to purchase 3,000 shares.
12
<PAGE>
PLAN OF DISTRIBUTION
This prospectus relates to sales from time to time of up to 16,645,012
shares of common stock held 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;
13
<PAGE>
(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 OPINION
Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania, will issue for us
an opinion on the validity of the shares being offered by this prospectus.
EXPERTS
The consolidated financial statements (restated) of Mace Security International,
Inc. at December 31, 1998, and for each of the two years in the period ended
December 31, 1998, appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference elsewhere herein which, as to each of
the two years in the period ended December 31, 1998, are based in part on the
reports of Urbach Kahn & Werlin PC, Daniel P. Irwin and Associates P.C., and D.
Williams & Co. P.C., independent auditors. The financial statements referred to
above are incorporated by reference in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.
14
<PAGE>
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, as amended on November 23, 1999, excluding the financial statements and
notes thereto, and the information contained under Management's Discussion and
Analysis of Financial Condition and Results of Operations which have been
superseded by the financial statements and notes thereto, and the information
contained under Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Current Report on Form 8-K dated
December 21, 1999.
2. Our Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1999, June 30, 1999, and September 30, 1999 (the financial statements and
notes thereto contained in the Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999 are deemed to be outdated as they are not on a basis
consistent with the consolidated financial statements and notes thereto at and
for the period ended September 30, 1999 as they do not reflect pooling of
interests accounting for certain acquisitions that occurred subsequent to the
financial statement date).
3. Our following Current Reports on Form 8-K:
15
<PAGE>
(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;
(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; as amended on October 19, 1999;
(j) Form 8-K dated August 25, 1999, as amended on November 5, 1999;
(k) Form 8-K dated September 9, 1999, as amended on November 19, 1999;
(l) Form 8-K dated September 9, 1999, as amended on November 23, 1999;
(m) Form 8-K dated October 18, 1999;
(n) Form 8-K dated October 29, 1999, as amended on December 21, 1999;
and
(o) Form 8-K dated December 21, 1999.
4. The description of Mace's common stock contained in the Registration
Statement on Form 8-A (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
16
<PAGE>
. 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.
17
<PAGE>
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:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee.. $31,450
Accounting Fees and Expenses......................... $15,000
Legal Fees and Expenses.............................. $15,000
Miscellaneous Expenses............................... $ 5,000
-------
Total $66,450
</TABLE>
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
II-1
<PAGE>
directors, or otherwise. Our 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 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:
<TABLE>
<CAPTION>
Exhibit Number Document
- ----------------------- --------------------------------------------------------------------
<C> <S>
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Urbach Kahn & Werlin PC
23.4 Consent of D. Willliams & Co., P.C.
23.5 Consent of Daniel P. Irwin and Associates, P.C.
23.6 Consent of Burton Segal & Company
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
23.7 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
</TABLE>
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,
II-3
<PAGE>
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.
II-4
<PAGE>
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 Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mt. Laurel, New Jersey on December 23, 1999.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Louis D. Paolino, Jr.
--- -------------------------
Louis D. Paolino, Jr.
Chairman of the Board, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Form S-3 Registration Statement has been signed by the following
persons, in the capacities indicated, on December 23, 1999.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
/s/ Louis D. Paolino, Jr. Chairman of the Board, Chief Executive Officer and
- ----------------------------
Louis D. Paolino, Jr. President
II-5
<PAGE>
/s/ Gregory M. Krzemien Chief Financial Officer and Treasurer
- ----------------------------
Gregory M. Krzemien
/s/ Ronald R. Pirollo Chief Accounting Officer and Controller
- ----------------------------
Ronald R. Pirollo
Jon E. Goodrich* Director
- ----------------------------
Jon E. Goodrich
Robert M. Kramer* Director
- ----------------------------
Robert M. Kramer
Matthew J. Paolino* Director
- ----------------------------
Matthew J. Paolino
Constantine N. Papadakis* Director
- ----------------------------
Constantine N. Papadakis
Rodney R. Proto* Director
- ----------------------------
Rodney R. Proto
</TABLE>
* Gregory M. Krzemien, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and included in the signature page of the
initial filing of this Registration Statement, by signing his name hereto, does
hereby sign and execute this Amendment No. 1 to Form S-3 Registration Statement
on behalf of each of the persons noted above, in the capacities indicated, and
does hereby sign and execute this Amendment No. 1 to Form S-3 Registration
Statement on his own behalf in the capacities indicated.
/s/ Gregory M. Krzemien
-------------------------
Gregory M. Krzemien
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document
- -------------- --------
<C> <S>
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Urbach Kahn & Werlin PC
23.4 Consent of D. Williams & Co., P.C.
23.5 Consent of Daniel P. Irwin and Associates, P.C.
23.6 Consent of Burton Segal & Company
23.7 Consent of Drinker Biddle & Reath LLP
(included in Exhibit 5)
</TABLE>
II-7
<PAGE>
EXHIBIT 5
---------
[Letterhead of Drinker Biddle & Reath LLP]
December 23, 1999
Mace Security International, Inc.
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Mace Security International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (Registration No. 333-87981), as
amended (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), registering an aggregate of 16,645,012 shares of
the Company's Common Stock, par value $.01 per share, 14,442,512 of which are
currently issued and outstanding (the "Outstanding Shares") and 2,202,500 of
which are issuable upon the exercise of outstanding warrants (the "Warrant
Shares"), for resale by the several Registered Stockholders (as defined in the
Registration Statement).
For purposes of this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation and Bylaws, each as amended to date, resolutions
adopted by the Company's Board of Directors and the other agreements,
instruments, documents and records relating to the Company and the issuance of
the Outstanding Shares and the Warrant Shares as we have deemed appropriate. In
all examinations, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records relating to the Company, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all records and other
information made available to us by the Company. As to various questions of
fact material to our opinion, we have relied on representations of officers of
the Company.
We express no opinion concerning the laws of any jurisdiction other
than the General Corporation Law of the State of Delaware.
On the basis of the foregoing, we are of the opinion that the
Outstanding Shares have been validly issued and are fully paid and non-
assessable by the Company, and that the Warrant Shares, upon exercise of the
warrants and payment therefor in accordance with the terms thereof, will be
validly issued, fully paid and non-assessable by the Company.
We hereby consent to the reference to our firm under the caption
"Legal Opinion" in the Prospectus and to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not admit
that we come within the categories of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-87981) and related
Prospectus of Mace Security International, Inc. for the registration of
16,645,012 shares of its common stock and to the incorporation by reference
therein of
i. of our report dated October 15, 1999 with respect to the financial
statements of Eager Beaver Car Wash, Inc. as of January 31, 1999 and 1998
and for each of the two years in the period ended January 31, 1999
included in the Company's Form 8-K/A dated November 23, 1999,
ii. our report dated August 27, 1999, except for Note 7 as to which the date
is October 29, 1999, with respect to the financial statements of Millennia
Car Wash, L.L.C. as of December 31, 1998 and for the period from April 2,
1998 (date of inception) to December 31, 1998 included in the Company's
Form 8-K/A dated December 21, 1999, and
iii. our report dated December 16, 1999 with respect to the consolidated
financial statements (restated) of Mace Security International, Inc. and
subsidiaries as of December 31, 1998 and for each of the two years in the
period ended December 31, 1998 included in its Form 8-K dated December 21,
1999
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------
Philadelphia, Pennsylvania
December 16, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security International, Inc. on Form S-3
(Registration No. 333-87981) to be filed on or about December 23, 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
December 17, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security, Inc. on Form S-3 (Registration No. 333-
87981) to be filed on or about December 23, 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 the Company's Form 8-K dated December 21, 1999 and to
all references to our Firm included in this registration statement.
/s/ URBACH KAHN & WERLIN PC
---------------------------
Albany, New York
December 20, 1999
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security International, Inc. on Form S-3
(Registration No. 333-87981) to be filed on or about December 23, 1999 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); our report dated September 17, 1999, with respect to the financial
statements of Quaker Car Wash, Inc. included in Mace Security International,
Inc.'s Current Report on Form 8-K dated September 9, 1999 (as amended on
November 19, 1999 on Form 8-K/A); and our report dated September 14, 1999, with
respect to the combined financial statements of 50's Classic Car Wash of
Lubbock, Inc. and CRCD, Inc. included in Mace Security International, Inc.'s
Current Report on Form 8-K dated August 25, 1999 (as amended November 5, 1999 on
Form 8-K/A) and Form 8-K dated December 21, 1999, all filed with the Securities
and Exchange Commission.
/s/ D. WILLIAMS & CO., P.C.
---------------------------
Lubbock, TX
December 20, 1999
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security International, Inc. on Form S-3
(Registration No. 333-87981) to be filed on or about December 23, 1999 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), and Form 8-K dated December 21, 1999, both filed with the
Securities and Exchange Commission.
/s/ DANIEL P. IRWIN AND ASSOCIATES P.C.
Strafford-Wayne, Pennsylvania
December 20, 1999
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security International, Inc. on Form S-3
(Registration No. 333-87981) to be filed on or about December 23, 1999 with
respect to the combined financial statements of American Wash Services, Inc.
included in Mace Security International, Inc.'s Current Report on Form 8-K dated
July 1, 1999 (as amended on September 13, 1999 on Form 8-K/A) and our report
dated June 30, 1999 with respect to the combined financial statements of Stephen
B. Properties and Stephen Bulboff Real Estate included in Mace Security
International Inc.'s Current Report on Form 8-K dated July 1, 1999 (as amended
on September 13, 1999 on Form 8-K/A), both filed with the Securities and
Exchange Commission.
Rosemont, Pennsylvania /s/ Burton Segal & Company
December 20, 1999 --------------------------
