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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 1999
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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On December 21, 1999, the Registrant Announced as follows:
DUALSTAR SIGNS LETTER OF INTENT WITH BLACKACRE ON $46.2 MILLION INVESTMENT
NEW YORK, NY - December 21, 1999 - DualStar Technologies
Corporation ("DualStar" or the "Company") (Nasdaq: DSTR) announced today that it
has entered into a letter of intent with Blackacre Capital Management, L.L.C.
and certain of its affiliates (collectively, "Blackacre") under which Blackacre
would invest $46.2 million in the Company.
Subject in all respects to agreement on final terms and
conditions, the execution of definitive documents and approval by DualStar's
stockholders, Blackacre would invest $46.2 million in DualStar through the
purchase, at Blackacre's election, of either: (A) a $30 million ten-year
convertible promissory note ("Note") bearing interest at the rate of 3% per
annum, convertible into shares of the Company's common stock at a conversion
price of $4.00 per share, and 4,050,000 shares of the Company's common stock at
a purchase price of $4.00 per share; or (B) 11,550,000 shares of the Company's
common stock at a purchase price of $4.00 per share. Blackacre would enter into
a "strategic alliance" with DualStar under which it would grant DualStar the
right of first refusal to acquire access rights to deliver voice, video, data,
energy, security and other services to properties owned or controlled by, or
affiliated with, Blackacre and/or its affiliates. In connection with the letter
of intent, DualStar has agreed to provide Blackacre with a "break-up fee"
consisting of warrants to purchase common stock and cash should DualStar enter
into a "competing transaction" with another party and not proceed with the $46.2
million transaction with Blackacre.
Blackacre would also seek majority representation on
DualStar's Board of Directors. Assuming Blackacre fully converted the principal
under the Note (or if Blackacre elects to make its investment solely in common
stock), Blackacre would then own approximately 51.7% of the
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Company's then-outstanding common stock (based on 10,791,000 shares of common
stock outstanding as of today). The Company can make no assurances that final
agreement will be reached with Blackacre and definitive documents executed with
respect to the $46.2 million investment, or that DualStar's stockholders will
approve the transaction.
In a related matter, the $7 million secured convertible bridge
loan made to DualStar by an affiliate of Blackacre on December 3, 1999 has been
modified and amended to delete the conversion feature of such loan.
Blackacre and its affiliates manage funds and accounts of over
$5.5 billion. Blackacre and its fund management affiliates are headquartered in
New York City and focus on investments in companies, real estate, asset-based
lending and related investment opportunities in the United States, Europe and
Asia. Its investment staff includes professionals with operating, investment and
management experience. Moreover, their sizeable portfolio has led to
relationships with an extensive array of industry owners and operators used to
identify and evaluate investment opportunities and operate their portfolio
companies.
DualStar Technologies Corp., through its subsidiaries, designs
and installs infrastructure systems and provides services that control and
enhance the environment in buildings. These systems and services include:
heating, ventilation and air conditioning (HVAC); electrical; building and
energy management (BMS); enhanced local, regional and long distance telephony as
a Competitive Local Exchange Carrier (CLEC); direct broadcast satellite (DBS)
and cable television as a System Operator; high-speed Internet access as an
Internet Service Provider (ISP); and security and safety. DualStar created and
owns many innovative trademarked concepts, including the CyberBuilding(R),
CyberCierge(R), Building Area Network(R) (BAN), Home Area Network (HAN),
Community Area Network (CAN), InfoStructure, InfoStructors, CyberView(R),
CyberBuilders(R), DualStar(R), DualStar Communications(R) and DualStar
Technologies(R). For more information, visit the Company's Web site at
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).
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This press release and the materials referred to hereby
contain forward-looking statements regarding the Company's business and future
plans of operations. When used herein, the words "intends," "expects," "plans,"
"estimates," "projects," "believes," "anticipates" and similar expressions are
intended to identify forward-looking statements. Forward-looking statements
involve known and unknown risks and uncertainties. These and other important
factors, including those set forth in the Company's Annual Report on Form 10-K
(available to the public at www.sec.gov), may cause the actual results and
performance to differ materially from the future results expressed in or implied
by such forward-looking statements. The forward-looking statements contained in
this press release speak only as of the date hereof and the Company disclaims
any obligation to provide public updates, revisions or amendments to any
forward-looking statements made herein to reflect changes in the Company's
expectations or future events.
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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: December 21, 1999 By: /s/ Robert Birnbach
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Robert Birnbach
Executive Vice President and
Chief Financial Officer
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