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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Item 5
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 1998
DUALSTAR TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-25552 13-3776834
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
11-30 47TH AVENUE, LONG ISLAND CITY, NEW YORK 11101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 340-6655
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On November 25, 1998, the registrant announced as follows:
DUALSTAR TECHNOLOGIES CORP. RAISES $2.5 MILLION IN ADDITIONAL FINANCING;
$1 MILLION LOAN ALSO EXTENDED
Long Island City, N.Y.--November 25, 1998 -- DualStar Technologies Corporation
(Nasdaq: DSTR) announced today that it has raised $2,500,000 in a private
placement financing with Technology Investors Group, LLC (TIG), a venture
capital firm. DualStar has sold a 7.5% subordinated convertible note, due May
25, 2001, to TIG for $2,500,000. The note is convertible at the option of TIG
into 1,791,000 shares of DualStar common stock, or 19.9% of DualStar shares
currently issued and outstanding, at an initial conversion price of $1.40 per
share. In addition, TIG has agreed to extend for one year the term of an
existing $1,000,000 loan to DualStar.
As part of the transaction, DualStar has agreed to increase the number of
directors on its Board from seven to eight within 90 days. To fill this new
directorship, the Board of Directors of DualStar shall consider the election of
a person to be designated by TIG and reasonably acceptable to DualStar's Board.
The company anticipates using the proceeds of this financing to expand its
share of target markets, for acquisitions if opportunities become available,
and for general corporate purposes. One target area is the expansion of it's
innovative Building Area Network and CyberBuilding systems by the company's
integrated communications provider (ICP), DualStar Communications, Inc.
DualStar, via its unprecedented CyberBuilding system, is the first company to
bundle CyberServices such as high-speed Internet access, satellite television,
telephony and security into one cost-effective and integrated offering.
"We chose TIG because of their Wall Street savvy, telecommunications vision and
construction industry knowledge," said Gregory Cuneo, president and chief
executive officer of DualStar Technologies. "TIG recognized the value of each
DualStar division separately, and of DualStar as a whole."
About DualStar Technologies
DualStar Technologies Corporation, through its subsidiaries, designs and builds
infrastructure systems, and provides services, that control and enhance the
environment in high-rise buildings. These systems and services include:
heating, ventilation and air conditioning (HVAC); electrical; enhanced local,
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regional and long distance telephony as a Competitive Local Exchange Carrier
(CLEC); direct broadcast satellite (DBS) and cable television; high-speed
Internet access as an Internet Service Provider (ISP); and security and safety.
DualStar created, owns and implements many innovative trademarked concepts,
including the CyberBuilding(R), Building Area Network (BAN), CyberCierge, Home
Area Network (HAN), CyberBuilders, InfoStructure and CyberView. For more
information, visit the company's website http://www.dualstar.com, e-mail
[email protected], or call 718-340-6655. The company's securities are traded on
The Nasdaq National Market under the symbols DSTR (common) and DSTRW
(warrants).
Safe Harbor Statement
Certain matters discussed in this press release may constitute forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act
of 1995, that involve risks and uncertainties, including, but not limited to,
substantial competition in the company's businesses, the company's entry into
new lines of business, the evolving market for the company's emerging
businesses, general economic conditions, dependence upon major customers,
acceptance by customers of new services, entry into new geographic markets,
additional substantial capital requirements of the emerging businesses,
dependence upon a small number of key executives, dependence upon internal
expansion, and other factors. For further information on factors which could
impact the company and the statements contained herein, reference is made to
the company's annual report on Form 10-K and other public filings with the
Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DUALSTAR TECHNOLOGIES CORPORATION
Date: November 25, 1998 By: /s/ Robert Birnbach
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Robert Birnbach
Vice President and Chief Financial
Officer
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