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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: AUGUST 25, 1999
DATE OF EARLIEST EVENT REPORTED: AUGUST 25, 1999
DUALSTAR TECHNOLOGIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-25552 13-3776834
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION) NO.)
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11-30 47TH AVENUE
LONG ISLAND CITY, NEW YORK 11101
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(718) 340-6655
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING
AREA CODE)
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ITEM 5. OTHER EVENTS.
On August 25, 1999, the registrant announced as follows:
DUALSTAR TO RAISE $15 MILLION AND RECEIVE RESIDENTIAL, COMMERCIAL & HOTEL
ACCESS RIGHTS NATIONWIDE
New York, NY--August 25, 1999 -- DualStar Technologies Corporation ("DualStar"
or the "Company") (Nasdaq: DSTR) today announced that it has entered into an
agreement with Blackacre Capital Management, L.L.C. and certain of its
affiliates (collectively, "Blackacre"), under which Blackacre will invest $15
million in DualStar through the purchase of common stock and a convertible note
and will grant DualStar residential, commercial and hotel access rights
nationwide in exchange for warrants. The agreement is subject to the execution
of definitive documentation containing customary terms and conditions.
The right-of-entry agreement grants DualStar the right to sell communications
and related services to over 100,000 multiple dwelling units ("MDUs"), 2,000,000
square feet of commercial space, and 1,000 hotel rooms owned or controlled by
Blackacre. The services to be provided by DualStar include Internet access,
cable and satellite television, telephone, and related services. In exchange,
Blackacre will receive warrants to purchase 1,000,000 shares of DualStar common
stock at an exercise price of $0.10 per share. Blackacre also has agreed to
purchase 1,000,000 shares of DualStar's common stock at a price of $5.30 per
share, and to lend DualStar $10 million on favorable terms, subject to certain
conditions and secured by certain assets. Subject to shareholder approval, the
loan shall be convertible, at the option of Blackacre, into DualStar common
stock at a conversion price of $5.15 per share. DualStar expects to use the net
proceeds from the stock and convertible note sale to expand its communications
and related businesses. The agreement also provides for certain registration
rights, a shareholders agreement, and designation by Blackacre of one member to
DualStar's Board of Directors.
Blackacre manages funds and accounts comprising over $5 billion. Blackacre,
headquartered in New York City, focuses 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, Blackacre's sizeable
portfolio has led to relationships with an extensive array of contacts with
industry owners and operators that are used by Blackacre to identify and
evaluate investment opportunities. In a related matter, Gregory Cuneo,
DualStar's Chairman, President and Chief Executive Officer, has agreed to serve
as Chairman of Starrett Corporation, an affiliate of a portfolio company owned
by Blackacre. DualStar anticipates that Mr. Cuneo's current positions and role
as DualStar's Chairman, President and CEO will not be affected and that DualStar
will benefit by his new position at Starrett.
DualStar Technologies Corporation, headquartered in Long Island City, New York,
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(R) created
and owns many innovative
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trademarked concepts, including the CyberBuilding(R), CyberCierge(R), Building
Area Network (BAN), Home Area Network (HAN), Community Area Network (CAN),
InfoStructure, InfoStructors, CyberView(R) and CyberBuilders(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).
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
By: /s/ Robert Birnbach
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Robert Birnbach, Vice President and
Chief Financial Officer
Date: August 25, 1999
