<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. ____)
MACE SECURITY INTERNATIONAL, INC.
---------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
---------------------------------------------------------
(Title of Class of Securities)
554335109
---------------------------------------------------------
(CUSIP Number)
GARY B. SABIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXCEL LEGACY CORPORATION
16955 VIA DEL CAMPO, SUITE 100
SAN DIEGO, CALIFORNIA 92127
(858) 675-9400
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 29, 1999
---------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ].
(Continued on following pages)
Page 1 of 15
<PAGE> 2
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 2 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
MILLENNIA CAR WASH, LLC, IRS ID #33-0798828
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 3 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
EXCEL LEGACY CORPORATION, IRS ID #33-0781747
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 4 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
G II VENTURES, LLC, IRS ID #33-0823894
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 5 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
RUSSELL B. GEYSER I, LLC, IRS ID #33-0848037
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 6 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
OSCAR JOSEPH HOLDINGS, LLC, IRS ID #77-6130780
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 7 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
RUSSELL B. GEYSER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP No. 554 335 109 PAGE 8 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITLED ONLY)
WILLIAM GUSTAFSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,812,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,812,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%(1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
(1) BASED ON 21,712,942 SHARES OF MACE COMMON STOCK OUTSTANDING AS OF NOVEMBER
10, 1999, AS REPORTED IN MACE'S PROXY STATEMENT RELATING TO ITS 1999 ANNUAL
MEETING OF STOCKHOLDERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 17, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
PAGE 9 OF 15
ITEM 1. SECURITY AND ISSUER.
This statement relates to the beneficial ownership of 3,812,500
shares of common stock, par value $.01 per share ("Mace Common Stock"), of Mace
Security International, Inc., a Delaware corporation ("Mace"). The principal
executive offices of Mace are located at 1000 Crawford Place, Suite 400, Mt.
Laurel, New Jersey 08054.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Millennia Car Wash,
LLC, a Delaware limited liability company ("Millennia"), Excel Legacy
Corporation, a Delaware corporation ("Legacy"), G II Ventures, LLC, a California
limited liability company ("G II Ventures"), Russell B. Geyser I, LLC, a
California limited liability company ("RBG LLC"), Oscar Joseph Holdings, LLC, a
California limited liability company ("OJH LLC"), Russell B. Geyser, a United
States citizen ("Geyser"), and William Gustafson, a United States citizen
("Gustafson" and, together with Millennia, Legacy, G II Ventures, RBG LLC, OJH
LLC and Geyser, collectively the "Reporting Persons").
The principal business of Millennia is to acquire, own and
operate automotive cleaning and detailing facilities. The address of the
principal office and principal business of Millennia is 1818 Hawk View Drive,
Encinitas, California 92024.
Legacy is a member of Millennia. The principal business of Legacy
is to acquire, develop and manage real property and real estate-related
operating companies. The address of the principal office and principal business
of Legacy is 16955 Via Del Campo, Suite 100, San Diego, California 92127.
G II Ventures is a member of Millennia. The principal business of
G II Ventures is to act as a member of Millennia and other affiliated companies.
The address of the principal office and principal business of G II Ventures is
1818 Hawk View Drive, Encinitas, California 92024.
RBG LLC is a member of G II Ventures. The principal business of
RBG LLC is to act as a member of G II Ventures and other affiliated companies.
The address of the principal office and principal business of RBG LLC is 1818
Hawk View Drive, Encinitas, California 92024.
OJH LLC is a member of G II Ventures. The principal business of
OJH LLC is to act as a member of G II Ventures and other affiliated companies.
The address of the principal office and principal business of OJH LLC is 1818
Hawk View Drive, Encinitas, California 92024.
Geyser is a member of RBG LLC. The principal occupation of Geyser
is to act as President and Chief Executive Officer of Millennia and as managing
member of G II Ventures and other affiliated companies. The business address of
Geyser is 1818 Hawk View Drive, Encinitas, California 92024.
Gustafson is a member of OJH LLC. The principal occupation of
Gustafson is to act as a member of G II Ventures and other affiliated companies.
The business address of Gustafson is 1818 Hawk View Drive, Encinitas, California
92024.
<PAGE> 10
PAGE 10 OF 15
Set forth on Schedule I hereto is the name, citizenship, business
address and present principal occupation or employment, and, if applicable, the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of the directors, if any, and executive
officers, if any, of the Reporting Persons as of the date hereof.
During the last five years, none of the Reporting Persons nor any
of the members, directors or executive officers of the Reporting Persons has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 29, 1999, the Reporting Persons consummated the
previously announced sale of substantially all of the assets of Millennia to
American Wash Services, Inc., a wholly owned subsidiary of Mace ("AWS"),
pursuant to a Real Estate and Asset Purchase Agreement, dated March 23, 1999, by
and among AWS, Millennia, Legacy and G II Ventures (as amended, the "Asset
Purchase Agreement"). In exchange for the sale of its assets, Millennia received
3,500,000 shares of Mace Common Stock and a warrant to acquire an additional
62,500 shares of Mace Common Stock at an exercise price of $4.00 per share. The
purchased assets consisted of 19 car wash facilities located in and around
Phoenix, Arizona and San Antonio, Texas.
In connection with the Asset Purchase Agreement, Mace agreed to
sell to Millennia 250,000 shares of Mace Common Stock in a private placement at
a price of $2.00 per share. The sale was consummated on June 30, 1999. Legacy
provided the funds to Millennia to pay the aggregate purchase price of $500,000
in the form of a capital contribution from Legacy's working capital.
The foregoing description of the Asset Purchase Agreement is
qualified in its entirety by reference to the Asset Purchase Agreement and
Amendment No. 1 thereto, copies of which were filed as exhibits to Legacy's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 16, 1999 (File No. 0-23503), and are incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of Mace Common Stock
for investment purposes pursuant to the Asset Purchase Agreement and related
transactions described in Item 3 above. They intend to monitor and evaluate
their investment in the shares on a continuing basis; and based upon their
evaluation from time to time, they may acquire additional shares or dispose of
all or a portion of the shares beneficially owned by them.
Under the Asset Purchase Agreement, Mace agreed to nominate a
representative of the Reporting Persons to stand for election to the Board of
Directors of Mace at any elections to be held within 36 calendar months
following the month in which the closing under the Asset Purchase Agreement
occurred. The closing occurred in October 1999. The Reporting Persons selected
Richard B. Muir,
<PAGE> 11
PAGE 11 OF 15
Executive Vice President and Secretary of Legacy, as their representative to
stand for election at the 1999 annual meeting of stockholders of Mace.
Except as set forth above, the Reporting Persons have no plans or
proposals that relate to or would result in any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons,
however, may at any time and from time to time review or reconsider their
position with respect to any of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own an aggregate of 3,812,500
shares of Mace Common Stock (including 62,500 shares which the Reporting Persons
have the right to acquire pursuant to the exercise of a warrant), representing
approximately 17.6% of the outstanding shares of Mace Common Stock, based on
21,712,942 shares of Mace Common Stock outstanding as of November 10, 1999 as
reported in Mace's proxy statement relating to its 1999 annual meeting of
stockholders filed with the Securities and Exchange Commission on November 17,
1999.
(b) The shares of Mace Common Stock are held by Millennia. Legacy and G
II Ventures are members of Millennia and in such capacity may be deemed to have
the power to direct the voting and disposition of, and to share beneficial
ownership of, any shares of Mace Common Stock beneficially owned by Millennia.
RBG LLC and OJH LLC are members of G II Ventures and in such capacity may be
deemed to have the power to direct the voting and disposition of, and to share
beneficial ownership of, any shares of Mace Common Stock beneficially owned by
GII Ventures. Geyser is a member of RBG LLC and in such capacity may be deemed
to have the power to direct the voting and disposition of, and to share
beneficial ownership of, any shares of Mace Common Stock beneficially owned by
RBG LLC. Gustafson is a member of OJH LLC and in such capacity may be deemed to
have the power to direct the voting and disposition of, and to share beneficial
ownership of, any shares of Mace Common Stock beneficially owned by OJH LLC.
(c) None of the Reporting Persons nor any person named in Schedule I
hereto has effected any transactions in Mace Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See the description of the Asset Purchase Agreement in Item 3.
Under the Asset Purchase Agreement, Millennia agreed for a period of one year
after the closing not to sell, distribute or transfer any of its shares of Mace
Common Stock without the prior written consent of Mace, unless such shares are
previously registered under the Securities Act of 1933.
<PAGE> 12
PAGE 12 OF 15
In connection with the Asset Purchase Agreement, the parties
entered into a Registration Rights Agreement, dated October 14, 1999, by and
among Mace, Millennia, Legacy and G II Ventures (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, Mace granted Millennia
customary "piggyback" registration rights, agreeing to include in any
registration statement filed by Mace under the Securities Act of 1933 covering
the sale of Mace Common Stock by Mace or by Louis D. Paolino, Jr. ("Paolino")
any shares of Mace Common Stock requested by Millennia, subject to certain
limited exceptions.
Also under the Registration Rights Agreement, Millennia agreed
not to sell any of its shares of Mace Common Stock on the Nasdaq National Market
until the second anniversary of the date of the Registration Rights Agreement.
Thereafter, Millennia agreed that it would not sell any such shares on the
Nasdaq National Market unless and until Paolino sells any of his shares of Mace
Common Stock, and that it would not sell a greater percentage of the shares
owned by Millennia than the percentage of shares owned by Paolino which are sold
by Paolino.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the Registration Rights Agreement, a
copy of which is filed as an exhibit hereto and is incorporated by reference
herein.
Except as set forth above, none of the Reporting Persons, nor any
of their members, directors or executive officers, has any contracts,
arrangements, understandings or relationships with respect to any securities of
Mace.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement dated as of November 30, 1999.
Exhibit 2 Real Estate and Asset Purchase Agreement, dated March
23, 1999, by and among American Wash Services, Inc.,
Millennia Car Wash, LLC, Excel Legacy Corporation and G II
Ventures, LLC (incorporated by reference to Legacy's
Current Report on Form 8-K (File No. 0-23503) filed with
the Securities and Exchange Commission on June 16, 1999).
Exhibit 3 Amendment No. 1 to Real Estate and Asset Purchase
Agreement, dated March 30, 1999, by and among American
Wash Services, Inc., Millennia Car Wash, LLC, Excel Legacy
Corporation and G II Ventures, LLC (incorporated by
reference to Legacy's Current Report on Form 8-K (File No.
0-23503) filed with the Securities and Exchange Commission
on June 16, 1999).
Exhibit 4 Registration Rights Agreement, dated October 14, 1999,
by and among Mace Security International, Inc., Millennia
Car Wash, LLC, Excel Legacy Corporation and G II Ventures,
LLC.
<PAGE> 13
PAGE 13 OF 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 30, 1999 EXCEL LEGACY CORPORATION
By: /s/ Richard B. Muir
--------------------------------------
Richard B. Muir
Executive Vice President and Secretary
<PAGE> 14
PAGE 14 OF 15
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The following tables set forth the names, business addresses and present
principal occupation or employment of the directors, if any, and executive
officers, if any, of the Reporting Persons. Except as set forth below or in Item
2, each such person is a United States citizen and the business address of each
such person is 16955 Via Del Campo, Suite 100, San Diego, California 92127.
MILLENNIA CAR WASH, LLC
BOARD OF DIRECTORS
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Richard B. Muir.......... Executive Vice President and Secretary of Excel Legacy
Corporation.
Kelly D. Burt............ Executive Vice President--Development of Excel Legacy
Corporation.
S. Eric Ottesen.......... Senior Vice President, General Counsel and Assistant
Secretary of Excel Legacy Corporation.
Russell B. Geyser........ President and Chief Executive Officer, Millennia Car
Wash, LLC and Managing Member, G II Ventures, LLC.
William Gustafson........ Member, G II Ventures, LLC.
EXCEL LEGACY CORPORATION
BOARD OF DIRECTORS
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Gary B. Sabin............ Chairman, President and Chief Executive Officer of
Excel Legacy Corporation.
Richard B. Muir.......... Executive Vice President and Secretary of Excel Legacy
Corporation.
Kelly D. Burt............ Executive Vice President--Development of Excel Legacy
Corporation.
Jack McGrory............. Chief Operating Officer of the San Diego Padres.
Mr. McGrory's business address is 8880 Rio San Diego
Drive, Suite 400, San Diego, California 92108.
Richard J. Nordlund...... President of RJN Management. Mr. Nordlund's business
address is 615 Hot Springs Road, Santa Barbara,
California 93108.
Robert E. Parsons, Jr.... Executive Vice President and Chief Financial Officer
of Host Marriott Corporation. Mr. Parson's business
address is 10400 Fernwood Road, Washington, D.C.
20058.
Robert S. Talbott........ President of Holrob Investments, LLC. Mr. Talbott's
business address is 2607 Kingston Pike, Knoxville,
Tennessee 37919.
John H. Wilmot........... President of Exeter Development Corporation. Mr.
Wilmot's business address is 4455 E. Camelback Road,
Phoenix, Arizona 85018.
<PAGE> 15
PAGE 15 OF 15
EXCEL LEGACY CORPORATION
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Graham R. Bullick........ Senior Vice President--Capital Markets of Excel Legacy
Corporation.
Mark T. Burton........... Senior Vice President--Acquisitions of Excel Legacy
Corporation.
S. Eric Ottesen.......... Senior Vice President, General Counsel and Assistant
Secretary of Excel Legacy Corporation.
James Y. Nakagawa........ Chief Financial Officer of Excel Legacy Corporation.
G II VENTURES, LLC
MANAGING MEMBER
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Russell B. Geyser........ See above.
RUSSELL B. GEYSER I, LLC
MANAGING MEMBER
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Russell B. Geyser........ See above.
OSCAR JOSEPH HOLDINGS, LLC
MANAGING MEMBER
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
William Gustafson........ See above.
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) of the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Schedule 13D (including any and all amendments thereto) with
respect to the Common Stock of Mace Security International, Inc., and further
agree that this Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is
responsible for timely filing of such Schedule 13D and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning any other party, unless such party knows
or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute one and the same agreement.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being duly authorized,
hereby execute this Agreement as of the 30th day of November, 1999.
MILLENNIA CAR WASH, LLC
By: /s/ Russell B. Geyser
-------------------------------------
Russell B. Geyser
President and Chief Executive Officer
EXCEL LEGACY CORPORATION
By: /s/ Richard B. Muir
-------------------------------------
Richard B. Muir
Executive Vice President and Secretary
G II VENTURES, LLC
By: Russell B. Geyser I, LLC,
its Managing Member
By: /s/ Russell B. Geyser
--------------------------------
Russell B. Geyser
Managing Member
RUSSELL B. GEYSER I, LLC
By: /s/ Russell B. Geyser
-------------------------------------
Russell B. Geyser
Managing Member
OSCAR JOSEPH HOLDINGS, LLC
By: /s/ William Gustafson
-------------------------------------
William Gustafson
Managing Member
/s/ Russell B. Geyser
------------------------------------------
RUSSELL B. GEYSER
/s/ William Gustafson
------------------------------------------
WILLIAM GUSTAFSON
<PAGE> 1
EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is entered into as of
this 14th day of October, 1999, by and between Millennia Car Wash, LLC
("Millennia"), Excel Legacy Corporation and G II Ventures, LLC ("Shareholders"),
and Mace Security Intentional, Inc. ("Company"), and evidences that for good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties hereto agree as follows:
ARTICLE I.
INTRODUCTION
SECTION 1.1 Recitals. American Wash Services, Inc.("AWSI"), which merged
into a wholly-owned subsidiary of the Company, and Shareholders have entered
into a Real Estate and Asset Purchase Agreement dated March 23, 1999, as amended
on March 30, 1999 (as so amended, the "Purchase Agreement"), which provides in
part for Company to issue and deliver shares of its Common Stock, par value $.01
per share, to Millennia. This Agreement shall become effective upon the issuance
of such securities to Millennia pursuant to the Purchase Agreement.
ARTICLE II.
DEFINITIONS
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
Commission: The Securities and Exchange Commission or any other Federal
agency at the time administering the Securities Act.
Common Stock: The Common Stock of the Company.
Company: As defined in the introductory paragraph of this Agreement.
Exchange Act: The Securities Exchange Act of 1934, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. Reference to a particular section of
the Securities Exchange Act of 1934 shall include a reference to the comparable
section, if any, of any such similar federal statute.
Person: A corporation, an association, a partnership, an organization,
business, an individual, a governmental or political subdivision thereof or a
governmental agency.
Registrable Securities: (a) the shares of Common Stock to be issued and
delivered to Millennia or the Shareholders pursuant to the Purchase Agreement,
and (b) any securities issued or issuable with respect to any Common Stock
referred to in the foregoing subdivision by way of stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (a) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such
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registration statement, (b) they shall have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act or
they are distributable to the public pursuant to Rule 144(k) without any volume
restrictions, (c) they shall have been otherwise transferred, new certificates
for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent disposition of them shall not require
registration or qualification of them under the Securities Act or any similar
state law then in force, or (d) they shall have ceased to be outstanding.
Registration Expenses: All expenses incident to the Company's
performance of or compliance with Article III, including, without limitation,
all registration, filing, listing, and NASD fees, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating,
printing and engraving expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance, the fees and
disbursements of a single counsel retained by the holders of the Registrable
Securities being registered, premiums and other costs of policies of insurance
against liabilities arising out of public offering of the Registerable
Securities being registered and any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding underwriting
discounts and commissions and transfer taxes, if any.
Securities Act: The Securities Act of 1933, or any similar Federal
statute, and the rules and regulations of the Commission thereunder, all as of
the same shall be in effect at the time. References to a particular section of
the Securities Act of 1933 shall include a reference to the comparable section,
if any, of any such similar Federal statute.
Shareholders: As defined in the introductory paragraph of this
Agreement.
ARTICLE III.
"PIGGYBACK" REGISTRATION
SECTION 3.1 RIGHT TO INCLUDE REGISTRABLE SECURITIES. From and after the
date of this Agreement, if the Company at any time proposes to file a
registration statement under the Securities Act to register for sale by the
Company, or by Louis Paolino, shares of Common Stock solely for cash other than
(i) a registration on Form S-8 or S-4, or any successor or similar forms, or
(ii) a shelf registration under Rule 415 under the Securities Act, it will each
such time give prompt written notice to all holders of Registrable Securities of
its intention to do so and of such holders' rights under this Article III. Upon
the written request of any such holder ("Requesting Holder") made within 20 days
after the date of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder and the intended method of
disposition thereof), the Company will use its reasonable best efforts to effect
the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register by the holders thereof, to the
extent requisite to permit the disposition (in accordance with the intended
methods of disposition) of the Registrable Securities requesting registration,
by the inclusion of such Registrable Securities in the registration statement
which covers the securities which the Company proposes to register; provided,
that if, at any time after giving written notice of its intention to register
any securities and prior to the effective date of the registration statement
filed in connection with the registration, the Company shall determine for
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<PAGE> 3
any reason either not to register or to delay registration of such securities,
the Company may, at its election, give written notice of such determination to
each holder of Registrable Securities and, thereupon, (i) in the case of
determination not to register, shall be relieved of its obligation to register
Registrable Securities in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith), and (ii)
in the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as the delay in
registering such other securities. The Company will pay all Registration
Expenses incurred by holders by Registrable Securities in connection with each
registration of Registrable Securities requested pursuant to this Article III.
In the case of any registration of Registrable Securities in an underwritten
offering pursuant to this Section 3, all Shareholders proposing to distribute
their shares pursuant to this Section 3 shall, at the request of the Company,
enter into any agreement in customary form with the underwriter or underwriters
selected by the Company.
SECTION 3.2 PRIORITY ON PIGGY-BACK REGISTRATIONS. If (i) a registration
pursuant to this Article III involves an underwritten offering of the securities
being registered for sale for the account of the Company to be distributed (on a
firm commitment basis) by or through one or more underwriters of recognized
standing under underwriting terms appropriate for such a transaction, and (ii)
the managing underwriter of such underwritten offering shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief that the distribution of all or a specified number of such
Registrable Securities concurrently with the securities being distributed by
such underwriters should be reduced (such writing to state the basis of such
belief and the approximate number of such Registrable Securities which may be
distributed without such effect), then the Company may, upon written notice to
all holders of such Registrable Securities and all other selling stockholders,
if any, reduce pro rata (if and to the extent stated by such managing
underwriter to be necessary to eliminate such effect) the number of such
Registrable Securities and securities proposed to be sold by any person other
than the Company the registration of which shall have been requested by each
holder of Registrable Securities and each person other than the Company (based
on the number of shares otherwise proposed to be included therein by such
holders of Registrable Securities and such other selling stockholders) so that
the resultant aggregate number of such Registrable Securities so included in
such registration shall be equal to the number of shares stated in such managing
underwriter's letter.
ARTICLE IV.
REGISTRATION PROCEDURES
SECTION 4.1 PREPARATION OF FILINGS. If and whenever the Company is
required to use its reasonable best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Article III, the
following shall apply:
(a) Registration Statement. Subject to the terms of Section 3.1 and 3.2
hereof, the Company shall promptly prepare and file with the Commission the
requisite registration statement to effect such registration (including such
audited financial statements as may be required by the Securities Act or the
rules and regulations promulgated thereunder) and thereafter use its reasonable
best efforts to cause such registration statement to become and remain effective
for up to thirty days, unless the distribution of the securities registered
3
<PAGE> 4
thereunder has been earlier completed; provided, however, that the Company may
withdraw any registration of its securities which are not Registrable Securities
(and, under the circumstances specified in Section 3.2, securities which are
Registrable Securities) at any time prior to the effective date of the
registration statement relating thereto; provided further, that before filing
such registration statement or any amendments thereto, the Company will furnish
to the holders of Registrable Securities that are to be included in such
registration and their counsel copies of all such documents proposed to be
filed, which documents will be subject to the review and reasonable approval of
such holders and their counsel.
(b) Amendments. The Company shall prepare and file with the Commission
such amendments, post-effective amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective for the period specified in Section
4.1(a) above and to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement.
(c) Copies of Documents. The Company shall furnish to each seller of
Registrable Securities covered by such registration statement and each
underwriter, if any, of the securities being sold by such seller such number of
conformed copies of such registration statement and of each amendment and
supplement thereto (in each case including all exhibits to such Registration
Statement), such numbers of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed pursuant to Rule 424 under the
Securities Act and such other documents, as such seller and underwriter, if any,
may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such seller (it being
understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto by each holder of Registrable Securities covered
by the Registration Statement and the underwriter or underwriters, if any, in
connection with the offering and sale of Registrable Securities covered by the
prospectus or any amendment or supplement thereto).
(d) Blue-Sky. The Company will use its commercially reasonable efforts
to register or qualify all Registrable Securities under the securities laws or
blue sky laws of the jurisdictions as any seller thereof and any underwriter of
the securities being sold by such seller and Requesting Holder shall reasonably
request, to keep such registrations or qualifications in effect for so long as
such registration statement remains in effect, and to take any other action
which may be reasonably necessary or advisable to enable such seller and
underwriter to consummate the disposition in such jurisdictions of the
securities owned by such seller, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of this
subsection (d) be obligated to be so qualified, or to consent to general service
of process in any such jurisdiction.
(e) Other Approvals. The Company will use its reasonable best efforts to
cause all Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the seller or sellers thereof to consummate the
intended disposition of such Registrable Securities.
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<PAGE> 5
(f) Notice of Events. The Company will notify each seller of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, upon the
Company's discovery that, or upon the happening of any event as a result of
which, the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made, and at the request of any such seller shall, as promptly as is
commercially reasonable, prepare and furnish to such seller and each
underwriter, if any, a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made.
(g) Information Blackout. Upon written notice from the Company to each
holder of Registrable Securities that the company has determined in good faith
that sale of Common Stock pursuant to the registration statement would require
disclosure of non-public material information not otherwise required to be
disclosed under applicable law, the Company may postpone the filing or
effectiveness of any registration statement hereunder and, if such registration
statement has become effective, the Company shall not be required to maintain
the effectiveness of such registration statement and a holder of Registrable
Securities shall suspend sales of Common Stock pursuant to such registration
statement, in each case, until such time as the Company notifies the holder that
such information has been disclosed to the public or that sales pursuant to such
registration statement may otherwise be resumed.
(h) Earnings Statement. The Company will otherwise use its reasonable
best efforts to comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve
months, but not more than eighteen months, beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act, and will furnish to each such seller and each such Requesting
Holder at least five business days prior to the filing thereof a copy of any
amendment or supplement to such registration statement or prospectus and shall
not file any thereof to which any such seller or any Requesting Holder shall
have reasonably objected on the grounds that such amendment or supplement does
not comply in all material respects with the requirements of the Securities Act
or of the rules or regulations thereunder.
(i) Listing. The Company will use its reasonable best efforts to cause
all Registrable Securities covered by the registration statement to be listed on
each securities exchange or traded or quoted on each market on which the same
class of securities issued by the Company are then listed, traded or quoted.
(j) Transfer Agent. The Company will provide a CUSIP number for all
Registrable Securities no later than the effective date of such Registration
Statement.
SECTION 4.2 DATA FROM HOLDERS OF REGISTRABLE SECURITIES. The Company may
require each seller of Registrable Securities as to which any registration is
being effected to furnish the
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Company such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in writing.
SECTION 4.3 DISCONTINUANCE OF USE OF PROSPECTUS. Each holder of
Registrable Securities agrees by acquisition of such Registrable Securities
that, upon receipt of any written notice from the Company of the occurrence of
any event of the kind described in Section 4.1(f), such holder will forthwith
discontinue such holder's offer of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4.1(f) and, if so directed by the Company, will deliver
to the Company (at the Company's expense) all copies other than permanent file
copies, then in such holder's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice.
SECTION 4.4 HOLDBACK AGREEMENTS. Each holder of Registrable Securities
agrees that upon prior notice to the Company to such holder and effective upon
the reasonable request of the underwriters managing a public offering for sale
by the Company of its securities, such holder shall not, during the 14-day
period prior to, and during the 180-day period (or such shorter period as the
managing underwriters have agreed with the sellers in the purchase, underwriting
or similar agreement entered into in connection with such registration or as the
managing underwriters may otherwise permit) beginning on, the later of (i) the
effective date of such registration or (ii) the commencement of an underwritten
offering, offer, sell, contract to sell or otherwise dispose of any securities
of the Company (other than the exercise of any options or warrants the
conversion or exchange of any convertible or exchangeable securities) that are
substantially similar to the Common Stock or that are convertible or
exchangeable into securities that are substantially similar to the Common Stock
(other than those included in the registration), without the prior written
consent of such underwriters.
SECTION 4.5 SELLING RESTRICTIONS. Millennia and Shareholders agree that
they shall not sell on the Nasdaq National Market any Registrable Securities
until after the second anniversary of the date of this Agreement. Thereafter,
Millennia and Shareholders agree that they shall not sell on the Nasdaq National
Market any Registrable Securities unless and until Louis D. Paolino, Jr.
("Paolino") sells any of the shares he owns of the Company Common Stock, and
that they shall not sell a greater percentage of the shares owned by Millennia
or Shareholders than the percentage of shares owned by Paolino which are sold by
Paolino. Company acknowledges that Paolino is subject to a stock sale
restriction agreement which restricts his sale of common stock for a two-year
period.
ARTICLE V.
INDEMNIFICATION
SECTION 5.1 INDEMNIFICATION BY THE COMPANY. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless the holder of any
Registrable Securities covered by such registration statement, against any
losses, claims, damages or liabilities, joint or several, to which such holder
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement
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of any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such holder for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by such holder for use in the preparation thereof and, provided further
that the Company shall not be liable to any Person to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such holder's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, within the time
required by the Securities Act.
SECTION 5.2 INDEMNIFICATION BY THE SELLERS. The Company may require, as
a condition to including any Registrable Securities in any registration
statement filed pursuant to Article III, that the Company shall have received an
undertaking satisfactory to it from the prospective seller of Registrable
Securities, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 5.1) the Company, each director of the Company,
each officer of the Company and each other person, if any, who controls the
Company within the meaning of the Securities Act, with respect to any statement
or alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information finished to the Company through an
instrument duly executed by such seller specifically stating that it is for use
in the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, provided, that such
Sellers' liability under such indemnification shall be limited to the net sales
proceeds actually received by such seller from the sale of the Company's
securities pursuant to such Registration Statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement. Such indemnity
shall remain in full force and effect, regardless of any investigation made by
or on behalf of the Company or any such director, officer or controlling person
and shall survive the transfer of such securities by such seller.
SECTION 5.3 NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Sections 5.1 or 5.2, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Sections 5.1
or 5.2, except to the extent that the indemnifying party is actually prejudiced
by such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's
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<PAGE> 8
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party, for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability, or a covenant not to
sue, in respect to such claim or litigation. No indemnified party shall consent
to entry of any judgment or enter into any settlement of any such action the
defense of which has been assumed by an indemnifying party without the consent
of such indemnifying party.
ARTICLE VI.
RULE 144
SECTION 6.1 RULE 144. The Company shall use its commercially reasonable
efforts to timely file the reports required to be filed by it under the
Securities Act and the Exchange Act (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the
rules and regulations adopted by the Commission thereunder (or, if the Company
is not required to file such reports, will, upon the request of any holder of
Registrable Securities, make publicly available other information) and will take
such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.1 NO INCONSISTENT AGREEMENTS. The rights granted to the
holders of Registrable Securities hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
securities under any agreements previously entered into by the Company.
SECTION 7.2 ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent holder of any Registrable Securities
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provided (a) the transfer to such holder has been approved by the Company, and
(b) the transferee agrees in writing for the benefit of the Company to be bound
by and to perform all of the terms and provisions of this Agreement applicable
to the transferor.
SECTION 7.3 DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
SECTION 7.4 GOVERNING LAW. This agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the state of Delaware without reference to the principles of
conflicts of laws.
SECTION 7.5 COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument.
SECTION 7.6 ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the Company and each other party hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof.
SECTION 7.7 SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected if impaired thereby.
SECTION 7.8 AMENDMENTS AND WAIVERS. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the holder
or holders of 51% or more of the shares of Registrable Securities. Each holder
of any Registrable Securities at the time or thereafter outstanding shall be
bound by any consent authorized by this Section 7.8, whether or not such
Registrable Securities shall have been marked to indicate such consent.
SECTION 7.9 NOMINEES FOR BENEFICIAL OWNERS. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election, be treated as the holder of
such Registrable Securities for purposes of any request or other action by any
holder of Registrable Securities pursuant to this Agreement or any determination
of any number or percentage of shares of Registrable Securities held by any
holder or holders of Registrable Securities contemplated by this Agreement. If
the beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership of such Registrable Securities.
SECTION 7.10 NOTICES. Except as otherwise provided in this Agreement,
all communications provided for hereunder shall be in writing and sent by
first-class mail, postage prepaid, or by overnight courier, and (a) if addressed
to any holder of Registrable Securities, at the address that such holder shall
have furnished to the Company in writing, or until any such holder so furnishes
to the Company an address, then to and at the address of the last holder of such
Registrable Securities who has furnished an address to the Company, or (b) if
addressed to
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the Company, 1000 Crawford Place, Suite 400, Mt. Laurel, New Jersey, 08054, to
the attention of its President, or at such other address, or to the attention of
such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Robert M. Kramer
------------------------------------------
Robert M. Kramer, Executive Vice President
MILLENNIA CAR WASH, LLC
By: /s/ Russell B. Geyser
------------------------------------------
Russell B. Geyser, Chief Executive Officer
EXCEL LEGACY CORPORATION, a Delaware corporation
By: /s/ Richard B. Muir
------------------------------------------
Richard B. Muir, Executive Vice President
G II VENTURES, LLC, a California limited liability company
By its Managing Member, Russell B. Geyser I, LLC,
a California limited liability company
By: /s/ Russell B. Geyser
------------------------------------------
Russell B. Geyser, Managing Member
10
