Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Form S-8 for Securacom, Incorporated 6 27K
2: EX-5.1 Opinion of Dyer Ellis & Joseph 1 6K
3: EX-10.1 Form of Warrant 4 15K
4: EX-23.1 Consent of Grant Thornton 1 5K
5: EX-23.2 Consent of Amper Politziner 1 6K
6: EX-24.1 Power of Attorney 2± 10K
As filed with the Securities and Exchange Commission on October 27, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURACOM, INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 22-2817302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
(201) 930-9500
(Address of Principal Executive Offices and Zip Code)
Warrants to Purchase Common Stock
(Full title of the plan)
Ronald C. Thomas
President and Chief Executive Officer
Securacom Incorporated
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Tel: (201) 930-9500
(Telephone number, including area code, of agent for service)
Copy to:
Michael Joseph, Esq.
Dyer Ellis & Joseph
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
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CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price aggregate offering registration fee
per share price
Common Stock, par value $.01 per
share............................. 294,382(1) $2.834 $834,382 $253
---------------------------------- ------------------ -------------------- --------------------- ---------------------
(1) Represents shares issuable upon the exercise of outstanding warrants to
purchase an aggregate of 294,382 shares of the Company's Common Stock
at a weighted average exercise price of $ 2.834 per share.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:
(a) The description of the registrant's Common Stock, $.01 par
value, incorporated by reference to the registrant's
Registration Statement on Form S-1, as amended, Commission
File No. 333-26439; and
(b) The registrant's prospectus pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, filed with the Commission
on October 2, 1997.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation and By-laws provide for
indemnification of directors, officers, agents, and employees of the Company to
the fullest extent permitted by law. Under Delaware law, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to an action (other than an action by or in the right of the corporation) by
reason of his service as a director or officer of the corporation, or his
service, at the corporation's request, as a director, officer, employee or agent
of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by him ("Expenses"),
and judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of such
action, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. Although Delaware law permits a corporation to
indemnify any person referred to above against Expenses in connection with the
defense or settlement of an action by or in the right of the corporation,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, if such person has
been judged liable to the corporation, indemnification is only permitted to the
extent that the Court of Chancery (or the court in
3
which the action was brought) determines that, despite the adjudication of
liability, such person is entitled to indemnity for such Expenses as the court
deems proper. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, or (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders. The
General Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, the General Corporation Law of the State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases, and that indemnification and
advancement of expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Dyer Ellis & Joseph as to the legality of securities
being registered
10.1 Form of Warrant to Purchase Common Stock and Schedule of Warrant
Holders
23.1 Consent of Grant Thornton LLP
23.2 Consent of Amper, Politziner & Mattia
23.3 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
24.1 Power of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
4
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Woodcliff
Lake, New Jersey on the 27th day of October, 1997.
SECURACOM, INCORPORATED
By: *
Ronald C. Thomas
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
[Enlarge/Download Table]
SIGNATURE TITLE DATE
*
Ronald C. Thomas President, Chief Executive October 27, 1997
Officer, and Director
(Principal Executive Officer)
*
Larry M. Weaver Executive Vice President, October 27, 1997
Chief Operating Officer and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
* Chairman and Director October 27, 1997
--------------------------------------
Wirt D. Walker, III
Director October , 1997
Mishal Yousef Soud Al Sabah
Director October , 1997
Marvin Bush
* Director October 27, 1997
--------------------------------------
Robert B. Smith, Jr.
* /s/ MICHAEL JOSEPH
Michael Joseph
Attorney-in-Fact
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 10/27/97 | | 1 | | 6 |
| | 10/2/97 | | 3 | | | | | 424B3 |
| List all Filings |
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