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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): February 24, 2000
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.)
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
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Item 5. Other Events
On February 24, 2000, DualStar Technologies Corporation, a Delaware
corporation ("DualStar") (Nasdaq: DSTR), announced executive changes in
furtherance of its previously announced strategy to expand its communication
business, as more fully described in the press release filed as Exhibit 99.1 to
this Current Report on Form 8-K. The contents of such Exhibit are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated February 24, 2000.
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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: February 25, 2000 By: /s/ Robert Birnbach
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Robert Birnbach
Executive Vice President,
Chief Financial Officer and Secretary
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Exhibit 99.1
DUALSTAR TECHNOLOGIES CORPORATION NEWS
ONE PARK AVENUE, NEW YORK, NEW YORK 10016
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
Contact: Robert Birnbach
Chief Financial Officer
e-mail: [email protected]
Voice: 718.340.6655
Fax: 212.616.6254
DUALSTAR ANNOUNCES STRATEGIC EXECUTIVE CHANGES
TO ENHANCE ITS COMMUNICATIONS GROWTH STRATEGY
NEW YORK, NY -- February 24, 2000 -- DualStar Technologies Corporation
("DualStar" or the "Company") (Nasdaq: DSTR) announced today that in furtherance
of its previously announced strategy to expand its communications businesses, it
has made the following executive changes.
Jared E. Abbruzzese, currently the Vice Chairman of the Company's Board
of Directors, has been named the Company's Chairman. Mr. Abbruzzese founded and
was Chairman and CEO of CAI Wireless Systems, Inc. until it was acquired by MCI
WorldCom in August 1999.
Jill Thoerle has been appointed President and Chief Executive Officer
of DualStar Communications, Inc. ("DCI"), a wholly owned subsidiary of the
Company. Ms. Thoerle is a former AT&T and Teleport Communications Group (TCG)
executive with proven expertise in CLEC operations.
Vincent M. D'Onofrio, currently DCI's President and Chief Executive
Officer, has been named DCI's Executive Vice President and Chief Technology
Officer. Mr. D'Onofrio has spearheaded DCI's operations and technological
innovations since its founding four years ago.
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George J. Parise has been named Senior Vice President and Chief Financial
Officer of DCI. Mr. Parise was previously Senior Vice President - Finance of CAI
Wireless Systems and Chief Financial Officer of Bell Atlantic's CellularVision
LMDS project.
Gregory Cuneo stepped down as the Company's Chairman but will continue
as DualStar's President, Chief Executive Officer and a member of its Board of
Directors. Michael J. Abatemarco, Stephen J. Yager, Ronald Fregara and Robert J.
Birnbach each have stepped down as members of the Company's Board of Directors.
Messrs. Yager and Fregara have also resigned from their executive positions at
DualStar, but they will continue to serve as senior executive officers of
DualStar's HVAC and construction-related subsidiaries.
Robert J. Birnbach has been named to the position of Secretary of
DualStar and will continue to serve as DualStar's Executive Vice President and
Chief Financial Officer. Mr. Birnbach has been appointed President and Chief
Executive Officer of Starrett Corporation, a diversified real estate
development, finance and construction company of which Mr. Cuneo is Chairman.
Mr. Birnbach has also been elected to the Starrett Corporation Board
of Directors.
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
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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 common stock is traded on The Nasdaq National Market under the symbol
DSTR.
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 and Quarterly Reports
on Forms 10-K and 10-Q (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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