DUALSTAR TECHNOLOGIES CORP
8-K, 2000-07-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       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): May 11, 2000

                        DUALSTAR TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------


       Delaware                        0-25552                13-3776834
--------------------------------------------------------------------------------
(State or other jurisdiction         (Commission          (I.R.S. Employer
of incorporation)                      File No.)         Identification No.)


One Park Avenue, New York, New York                            10016
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code  (718) 340-6655
                                                    --------------

                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Item 2.  Acquisition or Disposition of Assets.

     On May 11, 2000, pursuant to an Agreement and Plan of Merger, dated as of
May 10, 2000 (the "Merger Agreement"), by and among DualStar Technologies
Corporation ("DualStar"), ParaComm, Inc. ("ParaComm") and DCI Acquisition Co.,
ParaComm was merged with and into DCI Acquisition Co., a wholly owned subsidiary
of DualStar, with ParaComm as the surviving corporation (the "Merger"). Pursuant
to the Merger Agreement, DualStar issued an aggregate of 774,997 shares of its
common stock and warrants to purchase 25,000 shares of DualStar common stock as
purchase price consideration for ParaComm, which is now a wholly owned
subsidiary of DualStar. The warrants are exercisable at $15.00 per share and
expire five years after issuance. The Merger Agreement was filed as Exhibit 2.3
to DualStar's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.

     ParaComm is a private cable operating company, providing video
entertainment services to multi-dwelling unit communities primarily in Texas,
Florida and Colorado. Based in Clermont, Florida, ParaComm provides video
services to approximately 18,000 units.

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial Statements of Businesses Acquired.

     DualStar filed audited financial statements of ParaComm for the periods
specified in Section 3.05(b) of Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as part of DualStar's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with
the Securities and Exchange Commission on May 15, 2000 (the "DualStar March
10-Q"). Such financial statements are set forth on pages F-1 through F-12 of the
DualStar March 10-Q.

(b)  Pro Forma Financial Information.

     The Unaudited Condensed Consolidated Pro Forma Balance Sheet as of March
31, 2000 and the Unaudited Condensed Consolidated Pro Forma Statement for the
Nine Months ended March 31, 2000 are filed as Exhibit 99.1 hereto.

(c)  Exhibits.

2.1**    Agreement and Plan of Merger dated as of May 10, 2000, by and among
         DualStar Technologies Corporation, DCI Acquisition Co. and ParaComm,
         Inc. (incorporated by reference to Exhibit 2.3 of DualStar's Quarterly
         Report on Form 10-Q filed with the S.E.C. on May 15, 2000)

99.1*    Unaudited Condensed Consolidated Pro Forma Financial Statements of
         DualStar Technologies Corporation and Subsidiaries as of and for the
         Nine-Month Period Ended March 31, 2000

----------

*   Filed herewith.

**  Previously filed.

                                    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
                                  Registrant

                                  By: /s/ ROBERT BIRNBACH
                                      ------------------------------------------
                                      Name: Robert Birnbach
                                      Title: Secretary, Executive Vice President
                                      & Chief Financial Officer



Date: July 12, 2000



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