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As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-89717
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
MACE SECURITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
_______________
<TABLE>
<S> <C>
Delaware 03-0311630
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
<S> <C>
Louis D. Paolino, Jr.
Chief Executive Officer
Mace Security International, Inc.
1000 Crawford Place, Suite 400 1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054 Mt. Laurel, New Jersey 08054
(856) 778-2300 (856) 778-2300
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone
Including Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent for Service)
</TABLE>
_______________________
Copy to:
H. John Michel, Jr., Esquire
James Biehl, Esquire
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement, as determined
by market conditions and other factors.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis under Rule 415 under the Securities Act of 1933,
check the following box. [X]
If this Form is filed to register additional securities for an offering
under Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed under Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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********************************************************************************
* The information in this prospectus is not complete and may be changed. We *
* may not sell these securities until the registration statement filed with *
* the Securities and Exchange Commission is effective. This prospectus is not *
* an offer to sell these securities and it is not soliciting an offer to buy *
* these securities in any state where the offer or sale is not permitted. *
********************************************************************************
To be completed, dated December 21, 1999
Prospectus
MACE SECURITY INTERNATIONAL, INC.
7,500,000 SHARES OF COMMON STOCK
We may offer and issue up to 7,500,000 shares of our common stock when we
acquire other companies' assets, businesses or securities from time to time. We
will determine the terms of these acquisitions by negotiating directly with the
owners or controlling persons of these companies. We expect that the shares
will be valued at prices reasonably related to our common stock's market price
either at the time we agree on the acquisitions' terms or at or about the time
we deliver the shares. After obtaining our permission, the persons who have
received or will receive shares issued in our acquisitions, including their
transferees, may use this prospectus to offer and sell the shares.
Our common stock is currently traded on The NASDAQ National Market under
the symbol "MACE." The closing price of our common stock on The Nasdaq National
Market on December 20, 1999 was $6.0625 per share.
_______________________
These securities involve a high degree of risk. See "Risk Factors"
beginning on page 3 of this prospectus.
_______________________
Our principal executive office is located at 1000 Crawford Place, Suite
400, Mt. Laurel, New Jersey 08054, and our telephone number is (856) 778-2300.
_______________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
_______________________
This prospectus is dated [ ], 1999.
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TABLE OF CONTENTS
Page
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RISK FACTORS............................................................ 3
THE COMPANY............................................................. 8
CAUTIONARY STATEMENT.................................................... 9
USE OF PROCEEDS......................................................... 11
LEGAL OPINION........................................................... 11
EXPERTS................................................................. 11
WHERE YOU CAN FIND MORE INFORMATION..................................... 12
THIS PROSPECTUS INCORPORATES IMPORTANT INFORMATION ABOUT OUR COMPANY
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This prospectus incorporates important business and financial information about
Mace that is not included or delivered with this prospectus. We will provide
without charge to each person to whom a copy of this prospectus is delivered,
after their written or oral request, a copy of any or all of the documents
incorporated in this prospectus by reference, other than exhibits to the
documents, unless the exhibits are incorporated specifically by reference in the
documents. To obtain timely delivery, you must request the information no later
than five business days before the date you make your investment decision.
Written requests for copies should be addressed to Eduardo Nieves, Jr., Investor
Relations, Mace Security International, Inc., 1000 Crawford Place, Suite 400,
Mt. Laurel, New Jersey 08054
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RISK FACTORS
Before you decide to invest, you should consider carefully the risks
described below, together with the information provided in the other parts of
this prospectus. Any or all of these factors or others not mentioned below
could affect our prospects as a whole.
General Risks
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We need to raise additional capital
At September 30, 1999, we had negative working capital of approximately
$5.4 million and short-term indebtedness aggregating approximately $10 million,
with portions maturing in December 1999 ($100,000), January 2000 ($4.87 million)
and February 2000 ($4.8 million). Our business plan will require significant
additional capital to fund acquisitions and internal development and growth.
Our capital requirements also include working capital for daily operations and
significant capital for equipment purchases. To satisfy our existing
obligations and implement our business plan we will need to refinance or
renegotiate our existing debt. To the extent that we lack cash to meet our
further capital needs, we will be required to raise additional funds through
bank borrowings and significant additional equity and/or debt financings, which
may result in significant increases in leverage and interest expense and/or
substantial dilution. Presently we are pursuing several financing alternatives
including working with Bank of America on a syndicated line of credit and with
FMAC on a term financing. We cannot assure you, however, that we will obtain
the line of credit from Bank of America or the term financing from FMAC or that,
if we do not obtain the line of credit or the term financing, other additional
funding will be available on terms favorable to us. If we are unable to raise
additional capital, we will need to reduce substantially the scale of our
operations and to curtail our business plan.
We have a history of losses, we have working capital deficits and we may incur
continuing charges
We have reported net losses and working capital deficits in prior fiscal
years and we have recently expended substantial funds for acquisitions and
equipment. In connection with financing acquisitions and business growth, we
anticipate that we will continue to incur significant debt and interest charges.
In addition, we will recognize goodwill amortization charges in connection with
our acquisitions that are accounted for under the "purchase" method of
accounting. The amount of goodwill recognized is the amount by which the
purchase price of a business exceeds the fair market value of the assets
acquired. Goodwill is amortized over a period not to exceed 25 years depending
on the business acquired, resulting in an annual non-cash charge to our earnings
during that period. As we continue to acquire additional businesses, our
financial position and results of operations may fluctuate significantly from
period to period.
Our business plan poses risks for us
Our business objective is to develop and grow a full service, integrated
car care business through acquisitions of car washes and through the internal
development of our car wash facilities by adding gasoline pumps, oil change
facilities and convenience stores to our locations. We have repositioned our
company from a company involved primarily in the production of consumer defense
products to a company that also offers car wash and car care services. This
strategy
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involves a number of risks, including:
. Risks associated with growth;
. Risks associated with acquisitions;
. Risks associated with the recruitment and development of management
and operating personnel; and
. Risks associated with lack of experience in the car service
industries.
If we are unable to manage one or more of these associated risks
effectively, we may not realize our business plan.
We have a limited operating history regarding our car wash and car service
businesses
Since July 1999, our main business has been the acquisition and operation
of car wash and car service facilities, which now account for more than half of
our revenues. Because of our relatively limited operating history with respect
to these businesses, we cannot assure you that we will be able to operate them
successfully.
We may not be able to manage growth
If we succeed in growing, growth will place significant burdens on our
management and on our operational and other resources. We will need to attract,
train, motivate, retain and supervise our senior managers and other employees
and develop a managerial infrastructure. If we are unable to do this, we will
not be able to realize our business objectives.
Our stock price is volatile
Our common stock's market price has been and is likely to continue to be
highly volatile. Factors like fluctuations in our quarterly revenues and
operating results, our ongoing acquisition program, market conditions and
economic conditions generally may impact significantly our common stock's market
price. In addition, as we continue to acquire additional car wash businesses,
we may agree to issue common stock that will become available generally for
resale and may have an impact on our common stock's market price.
Risks of Acquisitions
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In General. Our strategy to grow in part through acquisitions depends upon
our ability to identify suitable acquisition candidates, and to consummate
acquisitions on financially favorable terms. This strategy involves risks
inherent in assessing acquisition candidates' values, strengths, weaknesses,
risks and profitability and risks related to the financing, integration and
operation of acquired businesses, including:
. adverse short-term effects on our reported operating results;
. diversion of management's attention;
. dependence on hiring, training and retaining key personnel; and
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. risks associated with unanticipated problems or latent liabilities.
We cannot assure you that acquisition opportunities will be available, that
we will have access to the capital required to finance potential acquisitions,
that we will continue to acquire businesses, or that any acquired business will
be profitable.
We may not be able to integrate businesses we acquire and achieve operating
efficiencies
We are in the process of combining the businesses and assets that we have
acquired recently into an integrated operating structure. Our future growth and
profitability depend substantially on our ability to operate and integrate
acquired businesses. Our strategy is to achieve economies of scale and brand-
name recognition in part through acquisitions that increase our size. We cannot
assure you that our efforts to integrate acquired operations will be effective
or that we will realize expected results. Our failure to achieve any of these
results could have a material adverse effect on our business and results of
operations.
We face potential liabilities associated with acquisitions of businesses
The businesses we acquire may have liabilities that we do not discover or
may be unable to discover during our preacquisition investigations, including
liabilities arising from environmental contamination or prior owners' non-
compliance with environmental laws or other regulatory requirements, and for
which we, as a successor owner or operator, may be responsible.
Risks of Particular Business Lines
- ----------------------------------
We face risks associated with our consumer safety products
We face claims of injury allegedly resulting from our defense sprays. We
cannot assure you that our insurance coverage will be sufficient to cover any
judgments won against us in these lawsuits. If our insurance coverage is
exceeded, we will have to pay the excess liability directly. We are also aware
of several claims that defense sprays used by law enforcement personnel resulted
in deaths of prisoners and of suspects in custody. While we no longer sell
defense sprays to law enforcement agencies, it is possible that the increasing
use of defense sprays by the public could, in the future, lead to additional
product liability claims.
Our car wash business may suffer under certain weather conditions
Seasonal trends in some periods may affect our car wash business. In
particular, long periods of rain can affect adversely our car wash business as
people typically do not wash their cars during such periods. Conversely,
extended periods of warm, dry weather may encourage customers to wash their own
cars which can affect adversely our car wash business.
Consumer demand for our car wash services is unpredictable
Our financial condition and results of operations will depend substantially
on consumer demand for car wash services. Our business depends on consumers'
choosing to employ professional services to wash their cars rather than washing
their cars themselves or not washing
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their cars at all. We cannot assure you that consumer demand for car wash
services will increase as our business expands. Nor can we assure you that
consumer demand will maintain its current level.
We must maintain our car wash equipment
Although we undertake to keep our car washing equipment in proper operating
condition, the operating environment found in car washes results in frequent
mechanical problems. If we fail to properly maintain the equipment, the car
wash could become inoperable resulting in a loss of revenue to us from the
inoperable location.
Our car wash and car services and consumer safety product businesses face
governmental regulation
Car Wash and Car Service Businesses. We are governed by federal, state and
-----------------------------------
local laws and regulations, including environmental regulations, that regulate
the operation of our car wash centers and other car services businesses. Car
wash centers utilize cleaning agents and waxes in the washing process that are
then discharged in waste water along with oils and fluids washed off of
vehicles. Other car services, such as gasoline and lubrication, use of a number
of oil derivatives and other regulated hazardous substances. As a result, we
are governed by environmental laws and regulations dealing with, among other
things:
. transportation, storage, presence, use, disposal and handling of
hazardous materials and hazardous wastes;
. discharge of stormwater; and
. underground storage tanks.
If any of the previously mentioned substances were found on our property,
including leased properties, or if we were found to be in violation of
applicable laws and regulations, we could be responsible for clean-up costs,
property damage and fines or other penalties, any one of which could have a
material adverse effect on our financial condition and results of operations.
Consumer Safety Products. The distribution, sale, ownership and use of
------------------------
consumer defense sprays are legal in 50 states and the District of Columbia. We
cannot assure you, however, that restrictions on the manufacture or use of
consumer defense sprays will not be enacted that would have an adverse impact on
our financial condition.
Some of our consumer defense spray manufacturing operations currently
incorporate hazardous materials, the use and emission of which are regulated by
various state and federal environmental protection agencies, including the
Environmental Protection Agency. We believe that we are in compliance currently
with all state and local statutes governing our disposal of these hazardous
materials, but if there are any changes in environmental permit or regulatory
requirements, or if we fail to comply with any environmental requirements, these
changes or failures may have a material adverse effect on our business and
financial condition.
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Additional Risks
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We face significant competition
The extent and kind of competition that we face varies. The car wash
industry is highly competitive. Competition is based primarily on location,
facilities, customer service, available services and rates. Because barriers to
entry into the car wash industry are relatively low, competition may be expected
to continually arise from new sources not currently competing with us. In this
sector of our business we also face competition from outside the car wash
industry, such as gas stations and convenience stores, that offer automated car
wash services. In some cases, these competitors may have significantly greater
financial and operating resources than we do. In our car service businesses, we
face competition from a number of sources, including regional and national
chains, gasoline stations and companies and automotive companies and specialty
stores, both regional and national.
Our operations are dependent substantially on the services of our executive
officers, particularly Louis D. Paolino, Jr.
Our operations are dependent substantially on the services of our executive
officers, particularly Louis D. Paolino, Jr., our Chairman of the Board, Chief
Executive Officer and President. If we lose Mr. Paolino's services or that of
one or more of our other executive officers, the loss could have a material
adverse effect on our business and results of operations. We do not maintain
key-man life insurance policies on our executive officers.
We are controlled by Louis D. Paolino, Jr., giving him a great deal of influence
over our affairs.
Louis D. Paolino, Jr., our President, Chief Executive Officer and Chairman
of our Board of Directors, owns or has the right to vote approximately 40
percent of our outstanding stock, giving him a great deal of influence over our
affairs. Mr. Paolino's influence could affect important functions, including
the election of our Board members and our ability to enter into transactions
with affiliates and related parties and the approval or prevention of any
proposed merger, sale of assets or other business combination. Mr. Paolino's
influence, thus, could prevent us from doing things that would increase our
common stock's price, or force us to do things that could lower our common
stock's price.
Some provisions of Delaware law may prevent us from being acquired
We are governed by Section 203 of the Delaware General Corporation Law,
which prohibits a publicly held Delaware corporation from engaging in a
"business combination" with a person who is an "interested stockholder" for a
period of three (3) years, unless approved in a prescribed manner. This
provision of Delaware law may affect our ability to merge with, or to engage in
other similar activities with, some other companies. This means that we may be
a less attractive target to a potential acquirer who otherwise may be willing to
pay a price for our common stock above its market price.
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We face Year 2000 risks
We expect to be Year 2000 compliant in a timely manner and expect to have
no material exposure with respect to information technology-related systems.
With respect to non-information technology areas, it is uncertain what risks are
associated with the Year 2000 issue and any risks that may be identified could
have a material, adverse effect on our business, financial condition, and
results of operations and cash flows. We cannot assure you that the systems of
customers and vendors on which we rely will be converted in a timely manner and
will not have an adverse effect on our systems or operations
We do not expect to pay cash dividends on our common stock
We do not expect to pay any cash dividends on our common stock in the
foreseeable future. We will reinvest any cash otherwise available for dividends
in our business.
There are additional risks set forth in the incorporated documents
In addition to the risk factors set forth above, you should review the
documents incorporated into this prospectus. Such documents may contain, in
certain instances and from time to time, additional and supplemental information
relating to the risks set forth above and/or additional risks to be considered
by you, including, without limitation, information relating to losses
experienced by Mace in particular historical periods, working capital deficits
of Mace at particular dates, information relating to pending and recently
completed acquisitions, descriptions of new or changed federal or state
regulations applicable to Mace, data relating to remediation and the actions
taken by Mace, and estimates at various times of Mace's potential liabilities
for compliance with environmental laws or in connection with pending litigation.
THE COMPANY
We were incorporated in Delaware on September 1, 1993, and before July,
1999, our main business was the production and sale of less-than-lethal defense
sprays and other consumer safety and security products. On July 1, 1999, we
merged American Wash Services Inc., a company that was engaged in the business
of acquiring and operating car wash facilities, into a wholly-owned subsidiary
of Mace Security International, Inc. Since the merger, our main business has
been the acquisition and operation of full service car wash facilities. Through
a separate division, we continue to produce and sell, both in our car wash
facilities and elsewhere, our consumer safety products.
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CAUTIONARY STATEMENT
In this prospectus and in reports we incorporate in this prospectus, we use
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate," "plan," or "continue," or the negative of the terms or
other variations on the terms, or comparable terminology, which are referred to
under the securities laws as "forward-looking statements."
Our forward-looking statements are affected by known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to differ materially from the results, performance and
achievements that our forward-looking statements express or imply. We discuss
some, but not all, of these risks, uncertainties and factors in this prospectus.
We disclaim any obligation to update this discussion or to announce publicly the
result of any revisions to any of the forward-looking statements contained in
this prospectus, however, to reflect future events or developments.
PLAN OF DISTRIBUTION
We will use this prospectus to issue shares when we acquire other companies
This prospectus relates to an aggregate of 7,500,000 shares of our common
stock that we may issue from time to time in the future when we:
. acquire assets, businesses or securities;
. pay dividends on preferred stock that we issue in connection with our
acquisitions;
. convert into common stock the shares of preferred stock that we issue
in connection with our acquisitions;
. pay interest on our convertible debt securities that we issue in
connection with our acquisitions;
. convert into common stock our convertible debt securities that we
issue in connection with our acquisitions; or
. convert into common stock our warrants that we issue in connection
with our acquisitions.
We will determine the terms of acquisitions in which we issue the shares
covered by this prospectus through direct negotiations with the owners or
controlling persons of the assets, businesses or securities we seek to acquire.
We expect that the shares will be valued at prices reasonably related to the
common stock's market price either at the time we agree on the acquisitions'
terms or at or about the time we deliver the shares. We will not pay
underwriting discounts or commissions, although we may pay finder's fees in
connection with some acquisitions. The Securities and Exchange Commission may
deem any person receiving fees to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and may deem any fee
to be underwriting commissions or discounts under the Securities Act.
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We may allow those receiving shares in our acquisitions to resell them using
this prospectus
After obtaining our permission, the persons who have received or will
receive shares issued in our acquisitions and their transferees (collectively,
the "Registered Stockholders"), may use this prospectus to offer and sell the
shares. We may consent to the Registered Stockholders' use of this prospectus
for a limited time, limited by and conditioned on agreements we may make with
the Registered Stockholders. We anticipate that the Registered Stockholders may
resell their shares from time to time:
. on the open market in ordinary brokerage transactions on the Nasdaq
Stock Market or any other securities exchange on which our common
stock may be listed; or
. in the over-the-counter market or in private transactions, which may
involve crosses and block transactions.
The Registered Stockholders will offer the shares for sale at market prices
prevailing at the time of sale or at negotiated prices and on terms to be
determined when the agreement to sell is made or at the time of sale, as the
case may be. The Registered Stockholders may offer the shares directly, through
agents designated from time to time or through brokers or dealers. A Registered
Stockholder may engage a Nasdaq Stock Market member firm to act as the
Registered Stockholder's agent in the Registered Stockholder's sale of the
shares and/or may acquire shares as principal. Broker-dealers participating in
these transactions as agents may receive commissions from the Registered
Stockholder and, if they act as agent for the purchaser of the shares, from the
purchaser, with the commissions computed in appropriate cases under the
applicable Nasdaq Stock Market rules, which may be at negotiated rates where
permissible.
Participating broker-dealers may agree with the Registered Stockholder to
sell a specified number of shares at a stipulated price per share and, to the
extent the broker-dealer is unable to do so, to instead purchase as principal
acting as agent for the Registered Stockholder any unsold shares at the price
required to fulfill the broker-dealers' commitment to the Registered
Stockholder. In addition or alternatively, the Registered Stockholder may sell
shares directly or by or through other broker-dealers in special offerings,
exchange distributions or secondary distributions by complying with the Nasdaq
Stock Market's governing rules. In connection with the sales, the Registered
Stockholders may pay commissions in excess of the customary commission Nasdaq
Stock Market rules prescribe to participating broker-dealers. Alternatively, in
the case of some secondary distributions, the Registered Stockholders may allow
a discount or concession from the offering price to participating brokers-
dealers in excess of customary commissions. Broker-dealers who acquire shares as
principal may then resell the shares from time to time. These sales may involve
crosses and block transactions and sales to and through other broker-dealers on
the Nasdaq Stock Market or any other securities exchange on which the common
stock may be listed, in negotiated transactions or otherwise. The resales may be
made at market prices prevailing at the time of sale or at negotiated prices. In
connection with the resales, the broker-dealer may pay or receive commissions.
The Securities and Exchange Commission may deem the Registered Stockholder
and any brokers, dealers, agents, member firm or others that participate with
the Registered Stockholder in distributing the shares to be "underwriters"
within the meaning of the Securities Act, and may deem
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any commissions or fees received by them and any profit they make by reselling
of the shares they purchased to be underwriting commissions or discounts under
the Securities Act.
To comply with some states' securities laws, if applicable, the Registered
Stockholders will sell the shares in those jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the Registered
Stockholder may not resell the shares unless the shares have been registered or
qualified for sale in the state, or an exemption from registration or
qualification is available and is complied with.
We will not receive any proceeds from any of these sales. Presently, we
have no arrangements or understandings, formal or informal, pertaining to the
shares' distribution.
We will pay printing costs and some legal, filing and other similar
expenses associated with the Registered Stockholders' sales. Registered
Stockholders will bear all other expenses of their sales, including brokerage
fees and any underwriting discounts or commissions.
USE OF PROCEEDS
Other than the assets, businesses or securities we acquire, we usually will
not receive proceeds from our offering of shares in connection with our
acquisitions. If we issue warrants or options to purchase common stock in
connection with an acquisition, we will use any proceeds we receive after
holders exercise their warrants or options for general corporate purposes.
When a Registered Stockholder uses this prospectus in a public reoffering
or resale of shares, we will not receive any proceeds from the Registered
Stockholder's sale.
LEGAL OPINION
Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania, will issue for us
an opinion on the validity of the shares being offered by this prospectus.
EXPERTS
The consolidated financial statements (restated) of Mace Security
International, Inc. at December 31, 1998, and for each of the two years in the
period ended December 31, 1998, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated by reference elsewhere herein which,
as to each of the two years in the period ended December 31, 1998, are based in
part on the reports of Urbach Kahn & Werlin PC, Daniel P. Irwin and Associates
P.C., and D. Williams & Co. P.C., independent auditors. The financial
statements referred to above are incorporated by reference in reliance upon such
reports given on the authority of such firms as experts in accounting and
auditing.
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WHERE YOU CAN FIND MORE INFORMATION
The Securities Exchange Act of 1934 requires us to file reports, proxy
statements and other information with the Securities and Exchange Commission.
Our reports, proxy statements and other information may be copied and inspected
at the Securities and Exchange Commission's Public Reference Facilities, which
are in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the
Securities and Exchange Commission's following regional offices: 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of the material can be
obtained from the Securities and Exchange Commission's Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, by calling
1-800-SEC-0300. The Securities and Exchange Commission also maintains an
Internet web site at http://www.sec.gov that contains reports, proxy statements
and other information.
We filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act which registered the shares
covered by this prospectus. This prospectus is a part of the registration
statement. This prospectus does not contain all of the information shown in the
registration statement because we have omitted some portions of the prospectus
as permitted by the Securities and Exchange Commission's rules and regulations.
Statements contained in this prospectus as to any contract or other documents'
contents are not necessarily complete. In each instance, if the contract or
document is filed as an exhibit to the registration statement, the affected
statement is qualified, in all respects, by reference to the applicable exhibit
to the registration statement. For further information about us and our shares,
we refer you to the registration statement and the exhibits and schedules that
you may obtain from the Securities and Exchange Commission at its principal
office in Washington, D.C. after you pay the Securities and Exchange
Commission's prescribed fees.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to these documents. The
information we have incorporated by reference is an important part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will update and supersede automatically this information. We
incorporate by reference the following documents, which we have filed already
with the Securities and Exchange Commission, and any future filings we make with
the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act:
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
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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;
(g) Form 8-K dated July 1, 1999, as amended on September 13, 1999;
(h) Form 8-K dated July 9, 1999, as amended on September 22, 1999;
(i) Form 8-K dated August 24, 1999; as amended on October 19, 1999;
(j) Form 8-K dated August 25, 1999, as amended on November 5, 1999;
(k) Form 8-K dated September 9, 1999, as amended on November 19, 1999;
(l) Form 8-K dated September 9, 1999, as amended on November 23, 1999;
(m) Form 8-K dated October 18, 1999;
(n) Form 8-K dated October 29, 1999, as amended on December 21, 1999;
and
(o) Form 8-K dated December 21, 1999.
4. The description of Mace's common stock contained in the Registration
Statement on Form 8-A (File No. 0-22810) filed by Mace to register such
securities under the Securities Exchange Act of 1934, including all amendments
and reports filed to update such description.
You should rely only on the information we include or incorporate by
reference in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus or
the applicable prospectus supplement is accurate only as of the date on the
front of those documents, regardless of the time of delivery of this prospectus
or the applicable prospectus supplement or of any sale of our securities.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, after their written or oral request, a copy of any or
all of the documents incorporated in this prospectus by reference, other than
exhibits to the documents, unless the exhibits are incorporated specifically by
reference in the documents. Written requests for copies should be addressed to
Louis D. Paolino, Jr., Chief Executive Officer, Mace Security International,
Inc., 1000 Crawford Place, Suite 400, Mt. Laurel, New Jersey 08054.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are organized under the laws of the State of Delaware. Section 145 of
the Delaware General Corporation Law permits a Delaware corporation to indemnify
any person who is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise. A corporation may similarly indemnify the
person in the case of actions or suits brought by or in the right of the
corporation, except, unless otherwise ordered by the court, that no
indemnification will be made in respect of any claim, issue or matter as to
which the person will have been adjudged to be liable to the corporation.
A corporation may indemnify the person against expenses including
attorneys' fees, and judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Any indemnification will be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct. The determination will be made:
(1) by a majority vote of the directors who were not parties to the
action, suit, or proceeding, whether or not a quorum;
(2) if no directors were parties, or if the directors so direct, by
independent legal counsel in a written opinion; or
(3) by the stockholders.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits, or otherwise, in defense of any claim, issue
or matter therein, the person will be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense. The statute also provides that it is not exclusive of any other rights
to which those seeking indemnification may be entitled under any bylaws,
agreement, vote of stockholders or disinterested directors, or otherwise. Our
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:
II-1
<PAGE>
(1) for any breach of the director's duty of loyalty to the corporation or
its stockholders;
(2) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law;
(3) for intentional or negligent payment of unlawful dividends or stock
purchases or redemptions; or
(4) for any transaction from which the director derived an improper
benefit.
Moreover, while this provision directors with protection against awards for
monetary damages for breach of their duty of care, it does not eliminate the
duty. Accordingly, this provision will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. Finally, this provision applies to an
officer of a corporation only if he or she is a director of the corporation and
is acting in his or her capacity as director, and does not apply to officers of
the corporation who are not directors.
Our Certificate of Incorporation does not provide for the limitation on
liability permitted by Section 102(b)(7). We maintain directors and officers'
liability insurance.
Reference is made to Item 22 of this Registration Statement for additional
information regarding indemnification of directors and officers.
ITEM 21. 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 PC
23.4 Consent of D. Willliams & Co., P.C.
23.5 Consent of Daniel P. Irwin and Associates, P.C.
23.6 Consent of Burton Segal & Company
23.7 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
</TABLE>
II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to:
(1) 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;
(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 Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) to include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, 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 of 1933, as amended, and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail
II-3
<PAGE>
or other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to
Form S-4 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mt. Laurel, New Jersey on December 21, 1999.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Louis D. Paolino, Jr.
-------------------------
Louis D. Paolino, Jr.
Chairman of the Board, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Form S-4 Registration Statement has been signed by the following
persons, in the capacities indicated, on December 21, 1999.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
/s/ Louis D. Paolino, Jr Chairman of the Board, Chief Executive
- ---------------------------------- Officer and President
Louis D. Paolino, Jr.
/s/ Gregory M. Krzemien Chief Financial Officer and Treasurer
- ----------------------------------
Gregory M. Krzemien
/s/ Ronald R. Pirollo Chief Accounting Officer and Controller
- ----------------------------------
Ronald R. Pirollo
Jon E. Goodrich* Director
- ----------------------------------
Jon E. Goodrich
Robert M. Kramer* Director
- ----------------------------------
Robert M. Kramer
Matthew J. Paolino* Director
- ----------------------------------
Matthew J. Paolino
Constantine N. Papadakis* Director
- ----------------------------------
Constantine N. Papadakis
Rodney R. Proto* Director
- ----------------------------------
Rodney R. Proto
</TABLE>
* Gregory M. Krzemien, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and included in the signature page of the
initial filing of this Registration Statement, by signing his name hereto, does
hereby sign and execute this Amendment No. 1 to Form S-4 Registration Statement
on behalf of each of the persons noted above, in the capacities indicated, and
does hereby sign and execute this Amendment No. 1 to Form S-4 Registration
Statement on his own behalf in the capacities indicated.
/s/ Gregory M. Krzemien
------------------------
Gregory M. Krzemien
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document
- -------------- --------
<C> <S>
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Urbach Kahn & Werlin PC
23.4 Consent of D. Williams & Co., P.C.
23.5 Consent of Daniel P. Irwin and Associates, P.C.
23.6 Consent of Burton Segal & Company
23.7 Consent of Drinker Biddle & Reath LLP
(included in Exhibit 5)
</TABLE>
II-6
<PAGE>
EXHIBIT 5
---------
[Letterhead of Drinker Biddle & Reath LLP]
December 21, 1999
Mace Security International, Inc.
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054
Re: Registration Statement on Form S-4
----------------------------------
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 with
the Securities and Exchange Commission of a Registration Statement on Form S-4
(Registration No. 333-89717), as amended (the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Securities Act"), registering an
aggregate of 7,500,000 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), for issuance in connection with the acquisition by the
Company of assets, businesses or securities of other companies from time to
time.
For purposes of this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation and Bylaws, each as amended to date, resolutions
adopted by the Company's Board of Directors and the other agreements,
instruments, documents and records relating to the Company and the issuance and
sale of the Shares as we have deemed appropriate. In all examinations, we have
assumed the legal capacity of each natural person signing any of the documents
and corporate records relating to the Company, the genuineness of signatures,
the authenticity of documents submitted to us as originals, the conformity to
authentic original documents of documents submitted to us as copies and the
accuracy and completeness of all records and other information made available to
us by the Company. As to various questions of fact material to our opinion, we
have relied on representations of officers of the Company.
We express no opinion concerning the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware.
On the basis of the foregoing, we are of the opinion that the Shares
proposed to be issued by the Company pursuant to the Registration Statement,
when (i) the terms of the issuance and sale thereof set forth in the applicable
transaction documents have been duly approved by the Board of Directors of the
Company in conformity with the Company's Certificate of Incorporation, as
amended, and (ii) issued and delivered against payment therefor in accordance
with the terms of the applicable transaction documents and for an amount in
excess of the par value thereof, will be validly issued, fully paid and non-
assessable by the Company under the laws of the State of Delaware.
We hereby consent to the reference to our firm under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not admit that we come within the categories of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-4 No. 333-89717) and related
Prospectus of Mace Security International, Inc. for the registration of
7,500,000 shares of its common stock and to the incorporation by reference
therein of
i. of our report dated October 15, 1999 with respect to the financial
statements of Eager Beaver Car Wash, Inc. as of January 31, 1999 and 1998
and for each of the two years in the period ended January 31, 1999
included in the Company's Form 8-K/A dated November 23, 1999,
ii. our report dated August 27, 1999, except for Note 7 as to which the date
is October 29, 1999, with respect to the financial statements of
Millennia Car Wash, L.L.C. as of December 31, 1998 and for the period
from April 2, 1998 (date of inception) to December 31, 1998 included in
the Company's Form 8-K/A dated December 21, 1999, and
iii. our report dated December 16, 1999 with respect to the consolidated
financial statements (restated) of Mace Security International, Inc. and
subsidiaries as of December 31, 1998 and for each of the two years in the
period ended December 31, 1998 included in its Form 8-K dated December
21, 1999
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 16, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Mace Security International, Inc. on Form S-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 Amendment No. 1 to the
Registration Statement of Mace Security, Inc. on Form S-4 (Registration No. 333-
89717) 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 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 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 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 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 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 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
