U.S. 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): APRIL 7, 1997
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ITI TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24900 06-1340453
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2266 NORTH 2ND STREET
NORTH ST. PAUL, MINNESOTA 55109
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (612) 777-2690
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
ITEM 5. OTHER EVENTS.
ITI Technologies, Inc. (the "Company") has entered into an agreement to
acquire all of the capital stock of CADDX-CADDI Controls, Inc. located in
Gladewater, Texas, for $19.0 million. The transaction is expected to close
effective April 30, 1997.
The information set forth in the Company's press release attached
hereto as Exhibit 99.1 is hereby incorporated by reference herein.
This Current Report on Form 8-K (including, without limitation, the
information incorporated herein by reference) contains forward-looking
statements that involve risks and uncertainties. Actual results may differ from
the results discussed in the forward-looking statements due to many factors
including, without limitation, risks associated with acquisitions, such as
difficulties in assimilating operations, systems and products of the acquired
company; the diversion of management's attention from other business concerns;
and the risks of entering new markets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit 99.1 Press Release of ITI Technologies, Inc. dated
April 7, 1997.
SIGNATURES
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.
ITI Technologies, Inc.
Date: April 17, 1997. By /s/ Charles A. Durant
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Charles A. Durant
Secretary
FOR IMMEDIATE RELEASE
Contact Charles A. Durant, Vice President of ITI Technologies, Inc., at
612-777-2690.
NORTH ST. PAUL, MINNESOTA -- APRIL 7, 1997
ITI TECHNOLOGIES, INC. (ITII, NASDAQ) has reached a definitive agreement to
acquire CADDX-CADDI Controls, Inc., Gladewater, Texas ("CADDX"), from four
individual shareholders, including the Chairman of CADDX, Kenneth T. Lewis. The
purchase price is $19 million. The transaction is expected to close effective
April 30, 1997.
ITI Technologies, Inc. is the parent of Interactive Technologies, Inc. ("ITI"),
the leading designer and manufacturer of wireless security systems. ITI had
revenues of $93.3 million in 1996 and has approximately 480 employees.
CADDX designs, manufactures and markets advanced hardwire electronic security
systems. CADDX is a privately-held company with headquarters and a manufacturing
facility located in Gladewater, Texas. CADDX had revenues of approximately $17
million for fiscal year ended August 31, 1996, with in excess of 40% of such
revenues coming from sales outside of North America. CADDX employs approximately
140 people in the Gladewater area.
"Today's announcement signals a major step that will strengthen ITI's position
as a leader in the electronic security alarm industry," said Thomas L. Auth,
Chairman, President and CEO of ITI Technologies, Inc. "The acquisition should
provide ITI Technologies opportunities for stronger growth in international,
commercial and new home construction markets," added Auth. He also said that
"the CADDX acquisition provides further opportunities to broaden product
delivery and distribution channels, as well as add diversity to ITI's customer
base."
Joe Hurst, President of CADDX, stated that "the combination of our strengths in
sales of high volume residential security controls through domestic
distribution, and as the leading exporter of USA manufactured security controls,
with those of ITI, the clear leader in the USA wireless security market,
establishes a strong foundation for a company that now has the tools to become a
leading player in all world markets and in all market segments. The management
team at CADDX is excited about the opportunity to participate in the process."
Upon closing, CADDX will shorten its name from "CADDX-CADDI Controls, Inc." to
"CADDX Controls, Inc." CADDX will operate under the CADDX Controls, Inc. name as
an "ITI Technologies company," with Joe Hurst serving as President. CADDX
products will continue to be manufactured in its Texas facility.
In connection with the acquisition of CADDX by ITI Technologies, the CADDX
office and manufacturing facilities, including the land, which are currently
being leased, will also be purchased.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,
BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH ACQUISITIONS, SUCH AS DIFFICULTIES
IN ASSIMILATING OPERATIONS, SYSTEMS AND PRODUCTS OF THE ACQUIRED COMPANY; THE
DIVERSION OF MANAGEMENT'S ATTENTION FROM OTHER BUSINESS CONCERNS; AND THE RISKS
OF ENTERING NEW MARKETS.
