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As filed with the Securities and Exchange Commission on October 7, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DUALSTAR TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3776834
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11-30 47TH AVENUE 11101
LONG ISLAND CITY, NEW YORK (Postal Code)
(Address of principal executive offices)
1994 STOCK OPTION PLAN
(Full title of the plan)
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GREGORY CUNEO
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
11-30 47TH AVENUE
LONG ISLAND CITY, NEW YORK 11101
(Name and address of agent for service)
(718) 340-6655
(Telephone number, including area code, of agent for service)
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The Commission is requested to send copies of all orders, notices and
communications to:
EILEEN P. MCCARTHY, ESQ.
GOULD & WILKIE LLP
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price aggregate registration
be registered registered per unit(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 1,300,000(2) $5.75 $7,475,000 $2,078
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(1) Estimated, in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, solely for the purpose of calculating the registration fee, based
on the average of the high and low prices of the Common Stock of Registrant
on October 4, 1999, as reported on the NASDAQ National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, there are also
registered hereunder an indeterminate amount of such additional Common
Shares as may become issuable under said Plan through the operation of
applicable anti-dilution provisions.
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EXPLANATORY NOTE
This Registration Statement, on Form S-8, is being filed by DualStar
Technologies Corporation (the "Company" or the "Registrant") with the Securities
and Exchange Commission (the "SEC") pursuant to General Instruction E to Form
S-8 for the purpose of registering under the Securities Act of 1933, as amended
(the "Act") 1,300,000 additional shares of Common Stock, par value $.01 per
share, of the Company ("Common Stock") for issuance pursuant to the Company's
1994 Stock Option Plan, as amended.
The Company has heretofore registered under the Act a total of 2,200,000
shares of Common Stock for issuance under the Company's 1994 Stock Option Plan
by means of the currently effective Registration Statement on Form S-8
(Registration No. 33-97708) previously filed with the SEC (the "Prior
Registration Statement").
The contents of the Prior Registration Statement is hereby incorporated by
reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant which have been filed with the
SEC pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act")
are incorporated by reference into this Registration Statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999; and
(b) Description of the Common Stock set forth in Registration
Statement on Form 8-A filed February 13, 1995.
All documents filed by the Registrant with the SEC pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation ("Certificate of
Incorporation") provides that the Company shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware, indemnify and advance
expenses to any and all persons whom it shall have power to indemnify from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for shall not be
deemed exclusive of any other rights.
Section 145 of the General Corporation Law of the State of Delaware allows
the Company to indemnify officers, directors, employees and agents against
judgements, fines and amounts paid in settlement in certain actions, including
reasonable costs and expenses, associated with civil and criminal suits related
to their services in these capacities. The indemnification applies to civil
cases arising from acts made in good faith, reasonably believing that they were
in or not opposed to the best interests of the Company. It may also apply to
criminal cases if the person had no
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reason to believe his conduct was unlawful. In some cases, the availability of
indemnification may be up to the discretion of the court in which the suit was
brought.
The Certificate of Incorporation also provides that no director of the
Company shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, subject to certain
exceptions. This provision does not abrogate a director's fiduciary duty to the
Company and its shareholders, but eliminates personal liability for monetary
damages for breach of that duty. This provision does not, however, eliminate or
limit the liability of a director for failing to act in good faith, for engaging
in intentional misconduct or knowingly violating a law, for authorizing the
illegal payment of a dividend or repurchase of stock, for obtaining an improper
personal benefit, for breaching a director's duty of loyalty (which is generally
described as the duty not to engage in any transaction which involves a conflict
between the interest of the Company and those of the director) or for violations
of the federal securities laws.
The Company also maintains directors and officers liability insurance for
the benefit of its officers and directors.
ITEM 8. EXHIBITS.
Exhibit Number
(Regulation S-K
Item 601 Designation) Exhibit
(4) - Instruments defining the rights of security
holders:
- DualStar Technologies Corporation 1994 Stock
Option Plan, as amended (incorporated by
reference to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1999).
(5) - Opinion of Gould & Wilkie LLP
(23) (a) - Consent of Grant Thornton LLP
(23) (b) - Consent of Gould & Wilkie LLP (contained in their
opinion filed as Exhibit (5)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, New York, on October 4, 1999.
DUALSTAR TECHNOLOGIES CORPORATION
By: /s/ Gregory Cuneo
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Gregory Cuneo
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gregory Cuneo Chairman, President and October 4, 1999
- ------------------------------ Chief Executive Officer
Gregory Cuneo
/s/ Robert J. Birnbach Executive Vice President, October 4, 1999
- ------------------------------ Chief Financial Officer
Robert J. Birnbach [Principal Financial
Officer] and Director
/s/ Joseph C. Chan Vice President and October 4, 1999
- ------------------------------ Chief Accounting
Joseph C. Chan Officer [Principal
Accounting Officer]
/s/ Ronald Fregara Executive Vice President October 4, 1999
- ------------------------------ and Director
Ronald Fregara
/s/ Michael J. Abatemarco Director October 4, 1999
- ------------------------------
Michael J. Abatemarco
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/s/ Lloyd I. Miller, III Director October 4, 1999
- ------------------------------
Lloyd I. Miller, III
/s/ Michael F. Whalen, Jr. Director October 4, 1999
- ------------------------------
Michael F. Whalen, Jr.
/s/ Jared E. Abbruzzese Director October 4, 1999
- ------------------------------
Jared E. Abbruzzese
/s/ Raymond L. Steele Director October 4, 1999
- ------------------------------
Raymond L. Steele
/s/ Stephen J. Yager Executive Vice President, October 4, 1999
- ------------------------------ Secretary and Director
Stephen J. Yager
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EXHIBIT INDEX
Following is the list of Exhibits, as required by General Instruction E to
Form S-8:
Exhibit Number
(Regulation S-K
Item 601
Designation) Exhibit
(4) - Instruments defining the rights of security holders:
- DualStar Technologies Corporation 1994 Stock Option
Plan, as amended (incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999).
(5) - Opinion of Gould & Wilkie LLP
(23) (a) - Consent of Grant Thornton LLP
(23) (b) - Consent of Gould & Wilkie LLP (contained in their
opinion filed as Exhibit (5)).
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EXHIBIT (5)
[GOULD & WILKIE LLP LETTERHEAD]
October 7, 1999
DualStar Technologies Corporation
11-30 47th Avenue
Long Island City, New York 11101
Dear Sirs:
Reference is made to a Registration Statement on Form S-8 (the
"Registration Statement") filed on October 7, 1999 by DualStar Technologies
Corporation (the "Company") with the Securities and Exchange Commission for the
proposed offering of an aggregate of 1,300,000 shares (the "Shares") of Common
Stock ("Common Stock"), par value $.01 per share, reserved for issuance pursuant
to the terms of the Company's 1994 Stock Option Plan, as amended (the "Plan").
We have examined the Restated Certificate of Incorporation and By-Laws of
the Company and the Plan and have examined and relied upon the originals or
copies certified to our satisfaction of such records of meetings of directors
and stockholders of the Company and such other documents as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
On the basis of the foregoing, we advise you that, in our opinion, the
Shares issuable pursuant to the Plan have been duly and validly authorized for
issuance by the Company and, upon issuance thereof and the payment therefor,
will be fully paid and non-assessable, with no personal liability attaching to
the ownership thereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Gould & Wilkie LLP
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Gould & Wilkie LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 21, 1999, accompanying the
consolidated financial statements of DualStar Technologies Corporation and
subsidiaries included in the Annual Report on Form 10-K for the year ended
June 30, 1999, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
New York, New York
October 4, 1999
