Stratesec Inc · S-8 · On 10/27/97

Filed On 10/27/97   ·   SEC File 333-38805   ·   Accession Number 925328-97-43

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     29K 
 2: EX-5.1      Opinion of Dyer Ellis & Joseph                         1      6K 
 3: EX-10.1     Form of Warrant                                        4     17K 
 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 

S-8   ·   Form S-8 for Securacom, Incorporated
Document Table of Contents

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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

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       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.    

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   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                              

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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                              

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                     (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.                                                                          

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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.                                   

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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
		10/2/97		3					424B3
Filed On / Filed As Of / Effective As Of		10/27/97		1		6
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