<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M S-8
REGISTRATION STATEMENT
UNDER THE
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
incorporation or organization) Identification No.)
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08540
(856) 778-2300
------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
MACE SECURITY INTERNATIONAL, INC.
1999 Stock Option Plan
----------------------
(Full title of the plan)
Louis D. Paolino, Jr.
President & Chief Executive Officer
Mace Security International, Inc.
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08540
(856) 778-2300
------------------------------------------------------------------
(Name, address and telephone of agent for service)
Please send copies of all communications to:
H. John Michel, Jr., Esquire
James Biehl, Esquire
Drinker Biddle & Reath LLP
One Logan Square
18/th/ and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(215) 988-2700
1
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities To Offering Price Aggregate Offering Amount Of
Be Registered Amount To Be Registered Per Share Price (2) Registration Fee
(1)
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 955,000 shares $ 2.6875 $ 2,566,562.50
- ---------------------------------------------------------------------------------------------------------------------
175,000 shares $ 4.0000 $ 700,000.00
- ---------------------------------------------------------------------------------------------------------------------
5,000 shares $ 6.2500 $ 31,250.00
- ---------------------------------------------------------------------------------------------------------------------
56,000 shares $ 6.6250 $ 371,000.00
- ---------------------------------------------------------------------------------------------------------------------
355,000 shares $ 6.8750 $ 2,440,625.00
- ---------------------------------------------------------------------------------------------------------------------
657,500 shares $ 7.0000 $ 4,602,500.00
- ---------------------------------------------------------------------------------------------------------------------
10,000 shares $ 7.1250 $ 71,250.00
- ---------------------------------------------------------------------------------------------------------------------
18,000 shares $ 7.5000 $ 135,000.00
- ---------------------------------------------------------------------------------------------------------------------
20,000 shares $ 8.0000 $ 160,000.00
- ---------------------------------------------------------------------------------------------------------------------
47,000 shares $ 8.3750 $ 393,625.00
- ---------------------------------------------------------------------------------------------------------------------
20,000 shares $ 8.5000 $ 170,000.00
- ---------------------------------------------------------------------------------------------------------------------
10,000 shares $ 8.7500 $ 87,500.00
- ---------------------------------------------------------------------------------------------------------------------
7,500 shares $ 9.5000 $ 71,250.00
- ---------------------------------------------------------------------------------------------------------------------
11,500 shares $ 9.6250 $ 110,687.50
- ---------------------------------------------------------------------------------------------------------------------
20,000 shares $ 9.7500 $ 195,000.00
- ---------------------------------------------------------------------------------------------------------------------
30,000 shares $10.0000 $ 300,000.00
- ---------------------------------------------------------------------------------------------------------------------
10,000 shares $10.3750 $ 103,750.00
- ---------------------------------------------------------------------------------------------------------------------
85,000 shares $11.0000 $ 935,000.00
- ---------------------------------------------------------------------------------------------------------------------
12,507,500 shares $ 6.5937 $82,471,328.13
=====================================================================================================================
Total 15,000,000 shares $95,916,328.13 $25,322
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee. As to shares subject to outstanding but unexercised
options the price and fee are computed based on the price at which such
options may be exercised. As to remaining shares the price and fee are
calculated based on $6.5937, the average of the highest and lowest selling
prices for the Company's Common Stock on December 17, 1999 as reported on
the Nasdaq National Market.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") allows
registrants to "incorporate by reference" the information in certain documents
the registrants file with them. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Commission will
automatically update and supersede previously filed information, including
information contained in this Registration Statement. Mace Security
International., Inc. (the "Company" or the "Registrant") hereby incorporates by
reference the following documents which have been filed with the Commission
pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), into this Registration Statement:
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, consolidated financial data, 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, the consolidated financial data, 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:
(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;
3
<PAGE>
(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.
We also incorporate by reference, from the date on which we file them,
all reports and other documents we file with the Commission under Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that we have sold all securities offered by this Registration
Statement or that deregisters all securities then remaining unsold.
To the extent that a statement contained in a document incorporated by
reference in this Registration Statement modifies or supersedes a prior
statement that is contained in another document incorporated by reference in
this Registration Statement, the statement is deemed to be incorporated by
reference into this Registration Statement only as modified or superseded.
Item 4.Description of Securities.
Not applicable because the Common Stock, which is the class of securities
offered by this Registration Statement, is registered under the Exchange Act.
Item 6. 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 such
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 shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation.
4
<PAGE>
A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such 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 shall 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. Such determination shall 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 there are no such directors, or if such 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, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith. 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 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 are, it does not
eliminate such 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 such
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 currently does not provide for the
limitation on liability permitted by Section 102(b)(7); however, our board of
directors has approved an Amended and Restated Certificate of Incorporation
providing for such a limitation on liability and has submitted the Amended and
Restated Certificate of Incorporation to our stockholders for their approval at
our annual meeting of stockholders to be held on December 15, 1999. We maintain
directors and officers' liability insurance.
5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the Securities and Exchange Commission's opinion such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold by this
Registration Statement.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Document
- -------------- --------
<S> <C>
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 P.C.
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)
24 Power of Attorney (included on Signature Page)
</TABLE>
Item 9.Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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) under the Securities Act of 1933 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
6
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mt. Laurel, New Jersey, this 21st day of December, 1999.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Louis D. Paolino, Jr.
---------------------------
Louis D. Paolino, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis D. Paolino, Jr. and Gregory M. Krzemien and
each one 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 December 21, 1999.
Name Capacity
- ---- --------
/s/ Louis D. Paolino Chairman of the Board,
- ----------------------------- Chief Executive Officer and President
Louis D. Paolino
/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
8
<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
(Our Former Independent Public Accountants)
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)
24 Power of Attorney (included on Signature page)
</TABLE>
9
<PAGE>
EXHIBIT 5
Drinker Biddle & Reath LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6996
Telephone: (215) 988-2700 Fax: (215) 988-2757
December 21, 1999
Mace Security International, Inc.
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08540
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-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), relating to 15,000,000
shares (the "Shares") of the Company's common stock, par value $.01 per share,
issuable upon the exercise of options granted pursuant to the Company's 1999
Stock Option Plan (the "Plan").
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 By-laws, each as amended to date, the Plan,
resolutions adopted by the Company's Board of Directors and such other
agreements, instruments, documents and records relating to the Company and the
issuance and sale of the Shares as we have deemed appropriate.
In all such examinations, we have assumed the legal capacity of each
natural person signing any of the documents and corporate records examined by
us, 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.
We express no opinion concerning the laws of any jurisdiction other
than the General Corporation Law of the State of Delaware.
Based on the foregoing and in consideration of such questions of law
as we have deemed relevant, we are of the opinion that Shares issued in
accordance with the Plan and the respective Option Agreement thereunder will be
validly issued, fully paid and nonassessable by the Company.
We hereby consent to the use 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 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 incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) of Mace Security International, Inc. and to the
incorporation by reference therein
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,
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-4
(Registration No. 333-89717) to be filed on or about December 20, 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 the Registration Statement of
Mace Security, Inc. on Form S-8 to be filed on or about December 21, 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 the Registration Statement of
Mace Security International, Inc. on Form S-8 to be filed on or about December
21, 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 the Registration Statement of
Mace Security International, Inc. on Form S-8 to be filed on or about December
21, 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 the Registration Statement of
Mace Security International, Inc. on Form S-8 to be filed on or about December
21, 1999 of our report dated April 15, 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
