UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROTECTION ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-1063818
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6011 Bristol Parkway, Culver City, California 90230
(Address of principal executive offices including Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Anthony D. Somma
Chief Financial Officer, Secretary and Treasurer
818 South Kansas Avenue, Topeka, Kansas 66612
(785)575-8443
(Name, address and telephone number, including area code, of agent for
service)
Copies of communications to:
Cynthia S. Couch
818 South Kansas Avenue, Topeka, Kansas 66612
(785)575-1617
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registration
Per Share (2) Offering Price Fee (3)
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Common Stock, 650,000 shares $9.1875 $5,971,875 $2,059.27
$.01 Par Value
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Protection One, Inc. Employee
Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction affected without the receipt of
consideration which results in an increase in the number of the outstanding
shares of Common Stock of Protection One, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per
share of Common Stock of Protection One, Inc. on September 25, 1995, as
reported on the Nasdaq National Market.
(3) Previously paid.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I to be contained in the section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the "Note" to Part I of
Form S-8.
PROTECTION ONE, INC.
REOFFER PROSPECTUS
650,000 SHARES OF COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This prospectus relates to the offer and sale of shares of our common
stock that the selling stockholders described in this prospectus may offer for
their own benefit. We will receive none of the proceeds from the sale of the
shares. We will pay all expenses of registration incurred in connection with
this offering, but the selling stockholders will pay all selling and other
expenses they incur.
The selling stockholders will acquire the common stock when they
purchase such shares under our Employee Stock Purchase Plan. We cannot
currently determine the exact number of shares of common stock which the
selling stockholders may acquire, and the number of such shares which may be
reoffered and resold pursuant to this prospectus.
We list our common stock on the New York Stock Exchange under the symbol
"POI". On July 3, 2000, the last reported price of our common stock on the New
York Stock Exchange was $2.1875.
See "Risk Factors" beginning on page 2 for a discussion of the material
risks involved in investing in our securities.
This prospectus is not an offer to sell the securities and it is not
soliciting any offer to buy the securities in any state where the offer and
sale is not permitted. Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this Reoffer Prospectus is July 5, 2000
TABLE OF CONTENTS
RISK FACTORS 2
THE CORPORATION 9
SELLING STOCKHOLDERS 9
USE OF PROCEEDS 11
PLAN OF DISTRIBUTION 11
WHERE YOU CAN FIND MORE INFORMATION 11
RISK FACTORS
Cautionary Statements Regarding Future Results Of Operations
You should read the following risk factors in conjunction with
discussions of factors discussed elsewhere in this and other of our filings
with the Securities and Exchange Commission (the "SEC"). These cautionary
statements are intended to highlight certain factors that may affect our
financial condition and results of operations and are not meant to be an
exhaustive discussion of risks that apply to public companies with broad
operations, such as us. Like other businesses, we are susceptible to
macroeconomic downturns in the United States or abroad that may affect the
general economic climate and our performance or that of our customers.
Similarly, the price of our securities is subject to volatility due to
fluctuations in general market conditions, differences in our results of
operations from estimates and projections generated by the investment
community and other factors beyond our control.
We Have Had A History Of Losses
We incurred net losses of $82.9 million in 1999 (a net loss of $94.1
million excluding the effect of the Mobile Services Group gain, net), $3.3
million in 1998 (a net loss of $11.5 million excluding the effect of non-
recurring income, net), and $42.7 million in 1997. These losses reflect,
among other factors:
* substantial charges incurred by us for amortization of purchased
customer accounts;
* interest incurred on indebtedness;
* other charges required to manage operations; and
* costs associated with the integration of the acquisitions we have
made.
The charges identified above will increase as we continue to purchase
customer accounts or increase indebtedness, or if interest rates on our
indebtedness increases. There can be no assurance that we will attain
profitable operations on an annual basis or at all.
The Competitive Market For The Acquisition And Creation Of Accounts May Affect
Our Future Profitability
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In the past, we have grown very rapidly by acquiring portfolios of alarm
monitoring accounts through acquisitions and dealer purchases. Our current
strategy is to reduce the cost of acquiring such accounts and to utilize other
customer account acquisition channels such as an internal sales force and
direct marketing to complement our existing channels of acquiring customer
accounts. We compete with major firms, some of whom have greater financial
resources than we do, or may be willing to offer higher prices than we are
prepared to offer to purchase subscriber accounts. The effect of competition
may be to reduce the purchase opportunities available to us, or to increase
the price we pay for subscriber accounts, which could have a material adverse
effect on our return on investment in such accounts, on our business, and
results of operations, financial condition, prospects and ability to service
debt.
The Integration Of Acquired Businesses Requires Substantial Management Time
And Effort
Significant acquisitions, including the 1997 business combination with
the security businesses of Western Resources, Inc. ("Western Resources") place
very significant demands on us with respect to management, operational
resources and the integration of financial and internal control systems. Our
future operating results will depend, in part, on our ability to continue to
implement and to improve our operating and financial systems and to expand, to
train and to manage our employee base. Significant risks also exist in the
consolidation of our systems, operations and administrative functions.
Significant changes in quarterly revenues and costs may result from the
execution of this business strategy, resulting in fluctuating financial
results.
We Could Discover Problems With Acquired Businesses After Their Acquisition
Acquisitions of subscriber account portfolios involve a number of
uncertainties. Sellers in smaller transactions typically do not have audited
historical financial information with respect to the acquired accounts.
Therefore, in making acquisition decisions, we have generally relied on
management's knowledge of the industry, due diligence procedures and
representations and warranties of the sellers. There can be no assurance that
these representations and warranties are or will be true and complete or, if
these representations and warranties are inaccurate, that we will be able to
uncover any inaccuracies in the course of our due diligence or recover damages
from the seller in an amount sufficient to fully compensate us for any
resulting losses. Risks associated with these uncertainties include, without
limitation, the following:
* the possibility of unanticipated problems not discovered prior to
the acquisition;
* additional expenses required to integrate the acquired company's
systems;
* higher than expected account customer losses; and
* for acquisitions that are structured as stock purchases of other
companies, the assumption of unexpected liabilities and losses
from the disposition of unnecessary or undesirable assets of the
acquired companies.
Also, because the primary consideration in acquiring a portfolio of
subscriber accounts is the monthly recurring revenue associated with the
purchased accounts, the price we have paid has customarily been directly tied
to such monthly recurring revenue. This price
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varies based on the number and quality of accounts being purchased from the
seller, the historical activity of these acquired accounts, the anticipated
profit margins and other factors.
An important aspect of our acquisition program is the integration of
customer accounts into our operations after purchase. We have consummated
well over 200 acquisitions since 1992 and have experienced nearly all of the
problems and challenges described in varying degrees. We have experienced
acquisitions in which the quality of the accounts purchased, as defined by
monthly recurring revenue, were not commensurate with our expectations. We
have also experienced circumstances where the integration of an acquisition
required more time than expected, often related to differences in, or the
inadequacy of, software and accounting systems of the seller. On these
occasions, circumstances have arisen whereby we were unable to accurately
track the loss of customer accounts purchased. We have also experienced
integration challenges where the servicing of newly acquired customer accounts
suffered due to lack of coordination and systems. Depending upon the size,
frequency and location of acquisitions, the integration of customers may
adversely affect our provision of field repair services to existing customers,
which may cause customer losses to increase and monthly recurring revenue to
decline. In addition, if corporate or branch operations fail to integrate a
substantial portion of or do not adequately service acquired customer
accounts, we may experience higher rates of customer loss in the future.
We Will Need Additional Funding To Finance Our Future Growth
Our purchases of customer accounts through the Dealer Program and
acquisitions of portfolios of customer accounts and new lines of business have
historically generated cash needs that exceed the net cash provided by our
operating activities. We intend to continue to pursue customer account growth
through the Dealer Program, "tuck-in" acquisitions, Paradigm Direct LLC and
internal sales, even though our principal focus will shift from growth to
improving our service, reducing attrition of current customers and integrating
and building infrastructure. As a result, our cash requirements will be less
in 2000 than those in 1998 and 1999, but nonetheless are expected to exceed
cash flows from operations. As a result, additional funding from additional
borrowings under our credit facility or through the sale of additional
securities is expected to be required in the future. Our credit ratings have
recently been downgraded which may make obtaining additional funding more
difficult or costly. Depending on the price at which new equity, if any, is
sold, the issuance of additional equity securities may dilute voting power,
percentage ownership and earnings per common share realized by then current
stockholders.
Any inability to obtain funding through external financing could
adversely affect our ability to increase our customers, revenues and cash
flows from operations. There can be no assurance that we will be able to
obtain external funding on favorable terms or at all.
We Have A Substantial Amount Of Debt, Which Could Constrain Our Growth Or
Otherwise Disadvantage Stockholders
We have, and will likely continue to have, a large amount of consolidated
indebtedness when compared to the equity of our stockholders. The terms of
various indentures and credit agreements governing our indebtedness, limit the
incurrence of additional indebtedness. We may incur additional indebtedness
in the future in order to fund future acquisitions of subscriber accounts.
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Additionally, please be aware that:
* As of December 31, 1999, we had outstanding long-term indebtedness
of $1.077 billion, total indebtedness of $1.113 billion, an
accumulated deficit of $129.6 million and stockholders' equity of
$1.263 billion. Our ratio of total indebtedness to total
capitalization was 0.47 as of December 31, 1999. As of
March 31, 2000, after giving effect to the sale of our European
assets and other transactions, we had outstanding long-term
indebtedness of $664.9 million, total indebtedness of $702.7
million, an accumulated deficit of $125.6 million and
stockholders equity of $1.296 billion. Our ratio of total
indebtedness to total capitalization decreased to 0.35 as of March
31, 2000.
* As of December 31, 1999, we had $225.0 million of debt outstanding
under our Senior Credit Facility, or 20.3% of total indebtedness,
bearing interest at a weighted average floating interest rate of
7.9%. At March 31, 2000, we had approximately $37 million of debt
outstanding under our Senior Credit Facility, or 5.3% of total
indebtedness, bearing interest at a weighted average floating
interest rate of 8.4%. Therefore, our financial results are and
will continue to be affected by changes in prevailing interest
rates. The Senior Credit Facility matures on January 2, 2001.
Our inability to refinance the credit facility or find additional
financing could adversely affect our ability to meet our cash
obligations.
A large amount of indebtedness could have negative consequences,
including, without limitation:
* our ability to obtain additional financing in the future for
working capital, acquisitions of subscriber accounts, capital
expenditures, general corporate purposes or other purposes;
* our ability to withstand a downturn in our business or the economy
generally; and
* our ability to compete against other less leveraged companies.
The indentures governing our debt securities require that we offer to
repurchase the securities in certain circumstances following a change of
control.
Our ability to satisfy any payment obligations will depend, in large
part, on our performance, which will ultimately be affected by general
economic and business factors, many of which will be outside management's
control. We believe that the cash flow from operations combined with
borrowings under the Senior Credit Facility will be enough to meet our
expenses and interest obligations. However, if these payment obligations
cannot be satisfied, we will be forced to find alternative sources of funds by
selling assets, restructuring, refinancing debt or seeking additional equity
capital. There can be no assurance that any of these alternative sources
would be available on satisfactory terms or at all.
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We Lose Some Of Our Customers Over Time
We experience the loss of accounts as a result of, among other factors:
* relocation of customers;
* adverse financial and economic conditions;
* competition from other alarm service companies; and
* customer service and operational difficulties with integration of
acquired customers.
In addition, we experience the loss of newly acquired accounts to the
extent we do not integrate or adequately service those accounts. Because some
acquired accounts are prepaid on an annual, semiannual or quarterly basis,
customer loss may not become evident for some time after an acquisition is
consummated. An increase in this rate of customer loss could have a material
adverse effect on our revenues and earnings.
We have not historically observed that the rate of customer loss is
correlated with the terms of the customer contracts; however, contracts with
shorter terms give rise to more instances in which a customer may choose to
terminate the relationship. Although the contract term varies due to the
variety and number of sources from which we acquired them, based on our
standard form of contract and the due diligence procedures we undertake in
connection with account acquisitions, management believes that substantially
all of our customer contracts provide for an initial term of one to five
years. During the initial term, customers may not cancel the agreement
without fulfilling their payment obligations, so customers that request
cancellation during the initial term are billed for the balance of the initial
term. Similarly, we believe that substantially all of our customer contracts
include an "evergreen" provision, whereby the contract automatically renews
for one to five year periods unless either party gives prior notice of
cancellation, usually 30 to 90 days prior to expiration of the initial or any
renewal term. Therefore, customers may only cancel their agreements by
providing the required notice prior to expiration of the initial or a renewal
term.
When acquiring accounts, we seek under terms of the purchase agreement
to withhold a portion of the purchase price as a partial reserve against a
greater than expected loss of customers. If the actual rate of customer loss
for the accounts acquired is greater than the assumed rate at the time of the
acquisition, and damages can not be recouped from the portion of the purchase
price held back from the seller, this loss of customers could have a material
adverse effect on our business, financial condition, results of operations,
prospects or ability to service our debt obligations. Moreover, there can be
no assurance that we will be able to obtain purchase price holdbacks in future
acquisitions, particularly acquisitions of large portfolios. We have no
assurance that actual rates of customer losses for acquired accounts will not
be greater than the rate we have assumed or historically incurred. Moreover,
we are not able to predict accurately the impact that acquired accounts will
have on the overall rate of customer losses.
As of March 31, 2000, our cost of intangible assets, net of accumulated
amortization, was approximately $1.9 billion, which constituted approximately
91.3% of the book value of
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our total assets. As a result of discussions with the SEC staff in the third
quarter of 1999, we reviewed our methodology for amortizing customer accounts.
The effects of the gross number of lost customers have historically been
offset by a combination of factors that has resulted in an overall increase in
the number of customers and/or revenue, including:
* adding new accounts from customers who move into premises
previously occupied by prior customers and in which security alarm
systems are installed;
* accounts for which we obtain a guarantee from the seller that
allows us to "put" back to the seller canceled accounts; and
* revenues from price increases and the sale of enhanced services.
There can be no assurance that actual future experience will be
consistent with our past experiences and assumptions based on these
experiences. There could be a material adverse effect on our business,
financial condition, results of operations, prospects or ability to service
debt obligations if actual account attrition significantly exceeds assumed
attrition and the period over which the cost of purchased subscriber accounts
is amortized is shortened.
Our Debt Agreements Impose Operational Restrictions On Us
The indentures governing our public indebtedness require us to satisfy
certain financial covenants in order to borrow additional funds. The most
restrictive of these covenants are set forth below:
* total debt to annualized EBITDA for the most recent quarter must
be less than 6.0;
* annualized EBITDA for the most recent quarter to interest expense
must be greater than 2.25; and
* senior debt to annualized EBITDA must be less than 4 to 1.
In each case, the ratio should reflect the impact of acquisitions and
other capital investments for the entire period covered by the calculation.
Other financial covenants are also described in our periodic reports filed
with the SEC under "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources -
Material Commitments." Our ability to comply with the ratios and the tests
will be affected by events outside our control and there can be no assurance
that we will meet those tests. A breach of any of the covenants or failure to
meet the tests could result in an event of default which would allow the
lenders to declare all amounts outstanding immediately due and payable. In
the case of the Senior Credit Facility, if we are unable to pay the amounts
due, the lender could accelerate the indebtedness under the Senior Credit
Facility, which would in turn be an event of default under our various
indentures governing our publicly held indebtedness. There can be no
assurance that our assets would be sufficient to repay our indebtedness in
full. We have had to obtain waivers of compliance with certain covenants and
provisions under the Senior Credit Facility in the past. There can be no
assurance we can obtain any such waivers if they are required in the future.
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Diversification Of Our Customer Acquisition Strategy
During the period 1995 through 1997, we increasingly began to rely on
independent dealers as a source for new accounts. Our reliance on the Dealer
Program is being reduced, however it remains an avenue of growth for the
company. Our Dealer Program competes with other major alarm monitoring firms
that also acquire accounts through these independent dealers. Some of these
firms with competitive dealer programs have substantial financial resources,
including ADT and the security subsidiaries of the Ameritech Corporation. We
are also aware of other national firms with competitive dealer programs
including Monitronics International, Inc., DMAC, as well as several large
regional dealer programs. There can be no assurance that we will be able to
retain or expand our current dealer base or that competitive offers to dealers
will not require us to pay higher prices to dealers for subscriber accounts
than have previously been paid. Such events could reduce our growth rate and
increase our use of cash to fund growth. A lower growth rate or higher use of
cash could have a material adverse effect on our business, financial
condition, results of operations, prospects and ability to service debt
obligations.
We plan to diversify our customer account acquisition strategy to
include greater reliance on an internal sales force and our marketing
agreement with Paradigm. There can be no assurance that such a strategy will
be successful or profitable, and such events could reduce our rate of growth
and increase our use of cash. A lower growth rate or increased cash needs
could have a material adverse effect on our business, financial condition,
results of operations, prospects and ability to service debt obligations.
Declines In New Construction Of Multi-Family Dwellings May Affect Our Sales In
This Marketplace
Demand for alarm monitoring services in the multi-family alarm
monitoring market is tied to the construction of new multi-family structures.
We believe that developers of multi-family dwellings view the provision of
alarm monitoring services as an added feature that can be used in marketing
newly developed condominiums, apartments and other multi-family structures.
Accordingly, we anticipate that the growth in the multi-family alarm
monitoring market will continue so long as there is a demand for new multi-
family dwellings. However, the real estate market in general is cyclical and,
in the event of a decline in the market for new multi-family dwellings, it is
likely that demand for our alarm monitoring services to multi-family dwellings
would also decline, which could negatively impact our results of operations.
Westar Capital, Inc. Is Our Principal Stockholder
Westar Capital, Inc. ("Westar Capital") owned approximately 85% of our
outstanding common stock as of March 31, 2000. As long as Westar Capital
continues to beneficially own in excess of 50% of our shares of common stock
outstanding, Westar Capital will be able to direct the election of all of our
directors and exercise a controlling influence over our business and affairs,
including any determinations with respect to mergers or other business
combinations involving us, our acquisition or disposition of material assets
and our incurrence of indebtedness and the payment of dividends on our common
stock. Similarly, Westar Capital will continue to have the power to determine
matters submitted to a vote of our stockholders without the consent of other
stockholders, to prevent or cause a change in control and could take other
actions that might be favorable to Western Resources and Westar Capital,
whether or not these actions would be favorable to us or our stockholders
generally.
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We Face Challenges Associated With Our Operational Reorganization
In December 1998, we announced that we had reorganized our operating
structure into new divisions in order to better manage the increased scale and
scope of operations. We also created a non-operating Executive Division with
the intent to focus senior management's time on key strategic and capital
formation initiatives. In 1999, we replaced several key management personnel
and moved the accounting and finance functions to Topeka, Kansas. In 1999, we
also entered into a service agreement with Western Resources pursuant to which
Western Resources provides us certain administrative services including
accounting, human resources, legal, facilities and technology. There can be
no assurance that we will be able to realize the intended benefits of our new
operating structure. Moreover, we face certain risks and uncertainties
associated with management and operational reorganizations, including those
relating to:
* changes in management responsibility and reporting structures;
* potential lack of communications until the new reporting and
communication structure becomes familiar;
* potential loss of cohesive operational strategies; and
* potential employee turnover.
If we are unable to manage successfully these risks and uncertainties,
there can be no assurance that the new operating structure will not have a
material adverse affect upon our business, financial condition, results of
operations, prospects and ability to service debt obligations.
THE CORPORATION
We are one of the leading providers of property monitoring services,
providing electronic monitoring and maintenance of alarm systems to nearly 1.5
million customers in North America. We also provide our customers with
enhanced services that include:
* extended service protection;
* patrol and alarm response;
* two-way voice communication;
* medical information service; and
* cellular back-up.
Approximately 85% of our revenues are contractually recurring for
monitoring alarm security systems and other related services.
SELLING STOCKHOLDERS
The selling stockholders have or will acquire the shares of common stock
offered under this prospectus when they purchase such shares pursuant to the
Employee Stock Purchase Plan.
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The following table shows as of July 5, 2000:
* the name of each selling stockholder and his or her position
during the past three years;
* the number of shares he or she beneficially owned on July 5, 2000;
* the maximum number of shares of common stock that he or she may
acquire pursuant to the Employee Stock Purchase Plan and offer for
resale under this prospectus as of the date of this prospectus;
and
* the number of shares and percentage of common stock that he or she
will own assuming sale of the maximum number of shares to be
acquired pursuant to the Employee Stock Purchase Plan and offered
for sale pursuant to this prospectus.
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Name and Shares Shares Acquired Shares to be Percentage of
Position(s) (including all) or Expected to Owned after Shares to be
with Shares Subject be Acquired Offering Owned after
Protection to Options) Pursuant to the Offering
One, Inc. Owned on July Employee Stock
5, 2000 Purchase Plan
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Annette M. Beck 205,422 5,422 200,000 Less than 1%
President and Chief
Operating Officer;
Director
Anthony D. Somma 103,728 1,288 102,500 Less than 1%
Chief Financial
Officer, Secretary
and Treasurer; Director;
formerly Acting Chief
Financial Officer,
Secretary and Treasurer
Steven V. Williams 126,709 7,920 118,789 Less than 1%
Senior Vice President
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The preceding table reflects all selling stockholders who are eligible
to reoffer and resell shares, whether or not they intend to do so. We cannot
assure you that any of the selling stockholders will sell any or all of the
shares offered by them under this prospectus. The inclusion in the above
table of the individuals named therein shall not be deemed to be an admission
that any such individuals are "affiliates" of Protection One, Inc.
We may amend this prospectus to add or delete selling stockholders.
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USE OF PROCEEDS
Any shares of common stock sold under this prospectus will be sold by
the selling stockholders for their own accounts and they will receive all
proceeds from any such sales. We will receive none of the proceeds from the
sale of shares which may be offered but will receive funds upon the purchase
of shares pursuant to which the selling stockholders will acquire the shares
covered by this prospectus. These funds will be used for working capital
purposes.
PLAN OF DISTRIBUTION
The selling stockholders have not advised us of any specific plans for
the distribution of the shares of common stock covered by this prospectus,
but, if and when shares are sold, we anticipate that the shares will be sold
from time to time primarily in transactions on the New York Stock Exchange at
the prevailing market price. However, sales may also be made in negotiated
transactions at prices related to prevailing market price or at other prices.
If shares of common stock are sold through brokers, the selling stockholders
may pay customary brokerage commissions and charges. The selling stockholders
may effect such transactions by selling shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions). The selling stockholders
and any broker-dealers that act in connection with the sale of the shares
hereunder might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
our SEC filings over the Internet at the SEC's website at http:\\www.sec.gov.
You may also read and copy documents at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
We provide you with an annual report within 90 days after the close of
our fiscal year. The annual report contains audited financial statements and
a related report by our independent public accountants.
Our common stock is listed and traded on the New York Stock Exchange.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose to you important information
contained in other documents filed with the SEC by referring you to those
documents. The information incorporated by reference is an important part of
this prospectus. Information we later file with the SEC will automatically
update and supersede this information. We incorporate by reference the
documents listed below:
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* our Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1999 (the "Form 10-K");
* our Quarterly Report on Form 10-Q for the period ended March 31,
2000;
* our Current Reports on Form 8-K dated January 18, 2000, January
26, 2000, February 1, 2000, March 14, 2000, March 29, 2000, and
May 9, 2000;
* all other reports filed by us pursuant to Section 13(a) and 15(d)
of the Exchange Act since the end of our fiscal year ended
December 31, 1999; and
* the description of our common stock has been incorporated by
reference to our Registration Statement on Form 8-A (as filed with
the Securities and Exchange Commission on September 8, 1994 (File
No. 00-24780).
We also incorporated by reference all documents we have filed under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment indicating
that all securities offered have been sold or deregistering all securities
still unsold.
If information in incorporated documents conflicts with information in
this prospectus you should rely on the most recent information. If
information in an incorporated document conflicts with information in another
incorporated document, you should rely on the most recent incorporated
document.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Protection One, Inc.
818 S. Kansas Avenue
Topeka, Kansas 66612
Attention: Corporate Secretary
(785)575-8443
You should only rely on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. The selling
stockholders are making offers of the securities only in states where the
offer is permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of the date other than
the date on the front of those documents.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Protection One, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission:
* the Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999;
* the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 2000;
* the Registrant's Current Reports on Form 8-K dated January 18,
2000, January 26, 2000, February 1, 2000, March 14, 2000, March
29, 2000, and May 9, 2000;
* the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement No. 00-24780 on Form 8-A dated
September 8, 1994 filed pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act") and declared
effective on September 29, 1994 (including any amendment or
report filed for the purpose of updating such description); and
* all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referenced in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to have been incorporated herein by reference, and to be a part hereof
from the date of filing 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.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify any person who is a
party or is threatened to be made a party to any action, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation. The power to
indemnify also applies to a person who is serves at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Pursuant to the General
Corporation Law of the State of Delaware, the
corporation may indemnify a person against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests
of the corporation. With respect to any criminal action, a person must have
no reasonable cause to believe the person's conduct was unlawful. In the case
of actions brought by or in the right of the corporation, no indemnification
shall be made to a person if the person has been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.
The Registrant's Fifth Restated Certificate of Incorporation, as amended
("Certificate of Incorporation"), provides that no director shall be liable to
the Registrant or its stockholders for monetary damages for breach of his
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. This provision is specifically authorized by
Section 102(b)(7) of the General Corporation Law of the State of Delaware.
The Bylaws of the Registrant, as amended (the "Bylaws"), provide that
the Registrant shall indemnify and hold harmless its directors and officers to
the fullest extent permitted by applicable law. The Bylaws contain provisions
to the effect that each director, officer and employee of the Registrant shall
be indemnified by the Registrant against liabilities and expenses in
connection with any legal proceedings to which the person may be made a party
or with which the person may become involved or threatened by reason of having
been an officer or director of the company or by serving at the request of the
corporation as a director, officer, employee or agent of any other
organization.
The Registrant maintains a directors and officers liability insurance
policy providing for the insurance on behalf of any person who is or was a
director or officer of the Registrant and its subsidiary companies against any
liability incurred by such person in any such capacity or arising out of such
person's status as such. The policy contains various reporting requirements
and is subject to certain exclusions and limitations.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith, or incorporated herein by
reference:
EXHIBIT NO. EXHIBIT
5 Opinion and consent of Larry D. Irick, Esq.
23.1 Consent of Larry D. Irick, Esq. (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature page to
registration statement)
99.1 Employee Stock Purchase Plan (as amended and restated effective
as of April 1, 2000)
99.3* Form of Employee Stock Purchase Plan Enrollment Form
99.4* Form of Employee Stock Purchase Plan Change Form
99.5* Form of Employee Stock Purchase Plan Stock Purchase Agreement
99.6* Form of Employee Stock Purchase Plan Special Officer
Participation Form
* Previously filed.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective amendment to
this registration statement:
* to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
* to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and
* to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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 herein, 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; and
(4) 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 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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 Act 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 the court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protection
One, Inc., the Registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Topeka, State of
Kansas on the 5th day of July, 2000.
PROTECTION ONE, INC.
By: /s/ ANNETTE M. BECK
Annette M. Beck
President and Chief Operating Officer
Each person whose signature appears below appoints below appoints
Annette M. Beck and Anthony D. Somma and each of them, any of whom may act
without the joinder of the other, as his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ ANNETTE M. BECK President, Chief Operating Officer July 5, 2000
Annette M. Beck and Director
(Principal Executive Officer)
/s/ ANTHONY D. SOMMA Chief Financial Officer, Treasurer, July 5, 2000
Anthony D. Somma Secretary and Director
(Principal Financial and Accounting Officer)
/s/ HOWARD A. CHRISTENSEN Director July 5, 2000
Howard A. Christensen
/s/ JOHN B. DICUS Director July 5, 2000
John B. Dicus
/s/ MARIA DE LOURDES DUKE Director July 5, 2000
Maria de Lourdes Duke
/s/ BEN M. ENIS Director July 5, 2000
Ben M. Enis
/s/ DONALD A. JOHNSTON Director July 5, 2000
Donald A. Johnston
/s/ CARL M. KOUPAL Director July 5, 2000
Carl M. Koupal
/s/ DOUGLAS T. LAKE Director July 5, 2000
Douglas T. Lake
/s/ JOHN H. ROBINSON, JR. Director July 5, 2000
John H. Robinson, Jr.
/s/ JAMES Q. WILSON Director July 5, 2000
James Q. Wilson