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 | February 22, 2007 |
(Date of earliest event reported) |
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Protection One Alarm | |
Protection One, Inc. | Monitoring, Inc. |
(Exact Name of Registrant | (Exact Name of Registrant |
as Specified in Charter) | as Specified in Charter) |
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Delaware | Delaware |
(State or Other Jurisdiction | (State or Other Jurisdiction |
of Incorporation) | of Incorporation) |
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1-12181-01 | 1-12181 |
(Commission File Number) | (Commission File Number) |
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93-1063818 | 93-1065479 |
(I.R.S. Employer | (I.R.S. Employer |
Identification No.) | Identification No.) |
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1035 N. 3rd St. | 1035 N. 3rd St. |
Suite 101 | Suite 101 |
Lawrence, Kansas 66044 | Lawrence, Kansas 66044 |
(Address of Principal Executive | (Address of Principal Executive |
Offices, Including Zip Code) | Offices, Including Zip Code) |
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(785) 856-5500 | (785) 856-5500 |
(Registrant’s Telephone Number, | (Registrant’s Telephone Number, |
Including Area Code) | Including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchage Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On February 22, 2007, Protection One Alarm Monitoring, Inc. and Integrated Alarm Services Group, Inc. (“IASG”) issued a joint press release (the “Press Release”) announcing the commencement of an exchange offer and consent solicitation relating to IASG’s $125,000,000 principal amount of 12% Senior Secured Notes due 2011. A copy of the Press Release is attached hereto as Exhibit 99.1.
* * * *
Forward-Looking Statements
Certain statements in the exhibit to this report may contain forward-looking information regarding Protection One, Inc. (“Protection One”) and IASG and the combined company after the completion of the transaction that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified as such because the context of the statement includes words such as “believe,” “expect,” “anticipate,” “will,” “should” or other words of similar import. These statements also include, but are not limited to, the companies’ plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Protection One and IASG and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of IASG’s stockholders to approve the transaction; the risk that the businesses of Protection One and IASG will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction, making it more difficult to maintain relationships with customers, management, employees or suppliers; costs and availability of alarm equipment; competition and its effect on pricing, spending, third-party relationships and revenues; social and political conditions such as war, political unrest or terrorism; general economic conditions and normal business uncertainty.
Additional risks and factors are identified in Protection One’s and IASG’s filings with the Securities and Exchange Commission (“SEC”), including Protection One’s Annual Report on Form 10-K and Form 10K/A for the year ended December 31, 2005 and IASG’s report on Form 10-K for the fiscal year ended December 31, 2005, which are available on Protection One’s Web site (http://www.ProtectionOne.com) and IASG’s Web site (http://www.iasg.us), respectively. Protection One and IASG undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report.
Additional Information about the Merger
A Registration Statement on Form S-4, containing a proxy statement/prospectus relating to the proposed merger of Protection One and IASG, was declared effective by the Securities and Exchange Commission on February 13, 2007. INVESTORS ARE URGED TO READ THE
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PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Protection One and IASG, without charge, at the SEC’s Web site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by (1) directing a written request to Protection One, Inc., Attention: Corporate Secretary, 1035 N 3rd Street, Suite 101, Lawrence, KS 66044, or calling (785) 856-9368, or (2) directing a written request to Integrated Alarm Services Group, Inc., Attention: Brian Shea, 99 Pine Street, Albany, NY 12207, or calling (518) 426-1515.
Protection One, IASG and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from IASG stockholders in respect of the proposed transaction. Information regarding Protection One’s directors and executive officers is available in Protection One’s information statement for its 2006 annual meeting of stockholders, as filed with the SEC on April 28, 2006, and in the proxy statement/prospectus referred to above. Information regarding IASG’s directors and executive officers is available in IASG’s proxy statement for its 2006 annual meeting of stockholders, as filed with the SEC on August 3, 2006.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release dated February 22, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PROTECTION ONE, INC. | |
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Date: February 22, 2007 | By: /s/ Darius G. Nevin |
| Name: Darius G. Nevin |
| Title: Executive Vice President and |
| Chief Financial Officer |
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| PROTECTION ONE ALARM |
| MONITORING, INC. |
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Date: February 22, 2007 | By: /s/ Darius G. Nevin |
| Name: Darius G. Nevin |
| Title: Executive Vice President and |
| Chief Financial Officer |
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