SECURITIES AND EXCHANGE COMMISSION 	Washington, D.C. 20549 	----------------------- 	AMENDMENT NO. 3 TO 	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) February 29, 1996 Response USA, INC. 		Exact name of registrant as specified in charter Delaware 0-20770 52-1441922 (State or other jurisdiction (Commission (IRS Employer) 	of incorporation)	 File Number) 	Identification No.) 11-K Princess Road, Lawrenceville, NJ 08648 (Address of principal executive offices)	 (Zip Code) Registrant's telephone number, including area code (609) 896-4500 (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. 		On February 26, 1996, Response USA, Inc. (the "Company"), through its wholly-owned subsidiary, United Security Systems, Inc. ("USS"), completed the acquisition of all of the outstanding capital stock of MSG Security Systems, Inc., a Pennsylvania corporation ("MSG"), in exchange for $404,070.60 (of which $60,160.59 was paid by the issuance of a promissory note bearing interest at the rate of 10% per annum, payable in August (30%), September (30%) and October (40%) 1996). MSG is engaged in the installation, servicing and monitoring of electronic security systems. Substantially all of MSG's assets and liabilities except its monitoring accounts were retained by the former stockholders of MSG. 		On February 29, 1996, the Company, through USS, completed the acquisition of 1,853 electronic security monitoring and leasing accounts and related agreements and outstanding accounts receivable of Monitoring Acquisitions Corp., a Pennsylvania corporation ("MAC"). In consideration of the acquisition, the Company paid MAC $1,604,446.19 and issued and aggregate of 127,868 shares of the Company's common stock, with certain registration rights. The principal of MAC, Alan B. Lundy, also entered into a non- competition agreement with USS. 	EXHIBITS Exhibit 1		Asset Purchase Agreement by and among Response USA, Inc., United Security Systems, Inc. and Monitoring Acquisitions Corp. (previously filed). Exhibit 2		Stock Purchase Agreement by and among United Security Systems, Inc., Melvin S. Goldberg and Susan S. Goldberg (previously filed). Exhibit 3		Financial Statements - Historical financial statements have previously been filed, pro forma financial information is filed herewith. 	EXHIBIT 3 UNAUDITED PRO FORMA FINANCIAL STATEMENTS The following unaudited pro forma combined statements of operations for the nine months ended March 31, 1996 and 1995, give effect to the Company's acquisition of MSG Security Systems, Inc. as of February 26, 1996 (MSG), and Monitoring Acquisition Corp. as of February 29, 1996 (MAC) as if such acquisitions had been completed at July 1, 1994. The historical information pertaining to MSG and MAC is for the period prior to its date of acquisition. The pro forma infor- mation is based on the historical financial statements of the Company, MSG and MAC, giving effect to the transactions under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma financial statements. The following unaudited pro forma combined balance sheet gives effect to the Company's acquisition of MSG and MAC as if such acquisitions had been completed at March 31, 1996. In the preparation of the pro forma combined balance sheet, the columns pertaining to MSG and MAC contain information as to the assets and the liabilities acquired as of their respective dates of acquisition. These pro forma statements of operations may not be indicative of the results that actually would have occurred if the acquisitions had occurred on July 1, 1994. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1995 Historical Pro Forma --------------------------------- ---------------------------- Response MSG MAC Adjustments Combined --------------------------------- ------------ ------------- OPERATING REVENUES Product sales $3,785,543 $68,774 $3,854,317 Services 2,412,469 110,015 140,548 2,663,032 Finance and rentals 745,243 23,625 768,868 --------------------------------- ------------ ------------- 6,943,255 202,414 140,548 0 7,286,217 --------------------------------- ------------ ------------- COST OF REVENUES Product sales 2,375,608 37,003 2,412,611 Services and rentals 626,933 30,216 22,148 (19,451)(G) 659,846 --------------------------------- ------------ ------------- 3,002,541 67,219 22,148 (19,451) 3,072,457 --------------------------------- ------------ ------------- GROSS PROFIT 3,940,714 135,195 118,400 19,451 4,213,760 --------------------------------- ------------ ------------- OPERATING EXPENSES Selling, general and administrative 5,110,309 118,413 96,594 5,325,316 Depreciation and amortization 834,172 1,163 72,775 (72,775)(A) 1,037,488 202,153 (B) Termination benefits cost (392,699) (392,699) Interest 703,356 1,310 69,838 (71,148)(C) 1,015,784 312,428 (D) --------------------------------- ------------ ------------- 6,255,138 120,886 239,207 370,658 6,985,889 --------------------------------- ------------ ------------- INCOME (LOSS) FROM OPERATIONS (2,314,424) 14,309 (120,807) (351,207) (2,772,129) INTEREST INCOME 33,082 630 (16,120)(E) 17,592 --------------------------------- ------------ ------------- NET INCOME (LOSS) BEFORE INCOME TAXES (2,281,342) 14,309 (120,177) (367,327) (2,754,537) INCOME TAXES 3,125 (3,125)(F) 0 --------------------------------- ------------ ------------- NET INCOME (LOSS) ($2,281,342) $11,184 ($120,177) ($364,202) ($2,754,537) ================================= ============ ============= LOSS PER COMMON SHARE ($4.00) ($4.72) ============ ============= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 570,742 12,787 (H) 583,529 ============ ============ ============= NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (A) To eliminate amortization of monitoring contracts and organization costs purchased from MAC. (B) To provide for amortization on the net increase of purchased monitoring contracts. Monitoring contracts purchased from MSG and MAC are amortized using the straight-line method over the ten-year estimated lives. (C) To eliminate interest expense on debt not acquired (D) To record additional interest expense on debt incurred in acquisitions. (E) To reduce the Company's interest income due to the use of funds for the acquisitions. (F) To eliminate the current tax provision for MSG. (G) To reduce expenses to contracted amounts under a monitoring agreement. (H) In calculating earnings per share, effect has been given to the shares issued in the acquisition of MAC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 1996 Historical Pro Forma -------------------------------- ---------------------------- Response MSG MAC Adjustments Combined -------------------------------- ------------ ------------- ASSETS CURRENT ASSETS Cash $840,097 $1,635 (1,635)(A) $840,097 Marketable securities 118,750 118,750 Accounts receivable 1,839,400 19,727 55,920 (75,647)(A) 1,839,400 Note receivable 99,338 99,338 Loan receivable 60,000 (60,000)(A) Inventory 730,315 3,500 (3,500)(A) 730,315 Prepaid expenses and other current assets 231,891 525 (525)(A) 231,891 -------------------------------- ------------ ------------- Total current assets 3,859,791 25,387 115,920 (141,307) 3,859,791 -------------------------------- ------------ ------------- MONITORING CONTRACT COSTS - Net of accumulated amortization 16,944,084 1,228,786 (1,228,786)(A) 16,944,084 -------------------------------- ------------ ------------- PROPERTY AND EQUIPMENT - Net of accumulated amortization and depreciation 1,222,162 5,660 (5,660)(A) 1,222,162 -------------------------------- ------------ ------------- OTHER ASSETS Accounts receivable 341,648 341,648 Note receivable 85,142 85,142 Deposits 32,535 32,535 Organization costs 570 (570)(A) Deferred financing costs - Net of accumulated amortization 356,866 356,866 -------------------------------- ------------ ------------- 816,191 570 (570) 816,191 -------------------------------- ------------ ------------- $22,842,228 $31,047 $1,345,276 ($1,376,323) $22,842,228 ================================ ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $3,572,154 $40,000 $298,426 ($338,426)(A) $3,572,154 N/P - Related party 120,000 (120,000)(A) Accounts payable 545,995 3,515 (3,515)(A) 545,995 Purchase holdbacks 609,507 609,507 Accrued expenses and other current liabilities 1,281,165 15,997 36,283 (52,280)(A) 1,281,165 Deferred revenue 1,515,254 16,055 49,821 (65,876)(A) 1,515,254 -------------------------------- ------------ ------------- Total current liabilities 7,524,075 75,567 504,530 (580,097) 7,524,075 -------------------------------- ------------ ------------- LONG-TERM LIABILITIES - Net of current portion Long-term debt 12,525,179 905,667 (905,667)(A) 12,525,179 Purchase holdbacks 72,619 72,619 Deferred revenue 10,252 10,252 -------------------------------- ------------ ------------- 12,608,050 905,667 (905,667) 12,608,050 -------------------------------- ------------ ------------- STOCKHOLDERS' EQUITY Common stock 15,516 100 500 (600)(A) 15,516 Additional paid-in capital 14,513,160 14,513,160 Unrealized holding loss on available- for-sale securities (174,593) (174,593) Accumulated deficit (11,643,980) (44,620) (65,421) 110,041 (A) (11,643,980) -------------------------------- ------------ ------------- 2,710,103 (44,520) (64,921) 109,441 2,710,103 -------------------------------- ------------ ------------- $22,842,228 $31,047 $1,345,276 ($1,376,323) $22,842,228 ================================ ============ ============= NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (A) To reflect the acquisitions of MSG and MAC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1996 Historical Pro Forma -------------------------------- ---------------------------- Response MSG MAC Adjustments Combined -------------------------------- ------------ ------------- OPERATING REVENUES Product sales $1,984,146 $38,015 $2,022,161 Services 4,689,132 113,810 332,820 5,135,762 Finance and rentals 1,361,762 19,007 1,380,769 -------------------------------- ------------ ------------- 8,035,040 170,832 332,820 8,538,692 -------------------------------- ------------ ------------- COST OF REVENUES Product sales 1,409,579 22,441 1,432,020 Services and rentals 1,098,089 25,058 53,900 (46,045)(G) 1,131,002 -------------------------------- ------------ ------------- 2,507,668 47,499 53,900 (46,045) 2,563,022 -------------------------------- ------------ ------------- GROSS PROFIT 5,527,372 123,333 278,920 46,045 5,975,670 -------------------------------- ------------ ------------- OPERATING EXPENSES Selling, general and administrative 4,329,022 116,762 50,068 4,495,852 Depreciation and amortization 1,602,071 1,162 100,357 (100,357)(A) 1,805,386 202,153 (B) Interest 2,282,864 1,300 114,116 (115,416)(C) 2,559,195 276,331 (D) -------------------------------- ------------ ------------- 8,213,957 119,224 264,541 262,711 8,860,433 -------------------------------- ------------ ------------- INCOME (LOSS) FROM OPERATIONS (2,686,585) 4,109 14,379 (216,666) (2,884,763) INTEREST INCOME 18,512 (6,829)(E) 11,683 -------------------------------- ------------ ------------- NET INCOME (LOSS) BEFORE INCOME TAXES (2,668,073) 4,109 14,379 (223,495) (2,873,080) INCOME TAXES 800 (800)(F) -------------------------------- ------------ ------------- NET LOSS ($2,668,073) $3,309 $14,379 ($222,695) ($2,873,080) ================================ ============ ============= LOSS PER COMMON SHARE ($2.37) ($2.32) ============ ============= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,123,536 112,989 (H) 1,236,525 ============ ============ ============= NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (A) To eliminate amortization of monitoring contracts and organization costs purchased from MAC. (B) To provide for amortization on the net increase of purchased monitoring contracts. Monitoring contracts purchased from MSG and MAC are amortized using the straight-line method over the ten-year estimated lives. (C) To eliminate interest expense on debt not acquired (D) To record additional interest expense on debt incurred in acquisitions. (E) To reduce the Company's interest income due to the use of funds for the acquisitions. (F) To eliminate the current tax provision for MSG. (G) To reduce expenses to contracted amounts under a monitoring agreement. (H) In calculating earnings per share, effect has been given to the shares issued in the acquisition of MAC. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RESPONSE USA, INC. -------------------- (registrant) Dated: May 30, 1996 By:/s/RICHARD M. BROOKS -------------------- Richard M. Brooks, President