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 (Date of earliest event reported)February 11,
1998
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-H 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. Acquisitions or Disposition of Assets
On February 11, 1998, Response USA, Inc. (the
"Company") completed the acquisition (the "Acquisition") of
substantially all of the assets of Triple A Security
Systems, Inc., a Pennsylvania corporation ("Triple A").
Triple A is engaged in the monitoring, sale, installation
and maintenance of residential and commercial security
systems, principally in northeastern Pennsylvania. In
consideration of the Acquisition, the Company paid Triple A
an aggregate of $14,011,709, consisting of $10,000,000 in
cash, 460,781 shares of the Company's Common Stock, valued
at $2,995,073, and assumed certain liabilities in the amount
of $1,016,636. In connection with the Acquisition, the
Company entered into an employment agreement with Robert L.
May, the sole stockholder and director of Triple A, pursuant
to which Mr. May will become the Executive Vice President of
the Company. Mr. May had been elected as a director of the
Company in December 1997 following the execution of the
Asset Purchase Agreement between Triple A and the Company
with respect to the Acquisition. The purchase price of the
Acquisition was based upon the monthly recurring revenue of
Triple A and the Company used a portion of the net proceeds
from the Company's recent public offering of Common Stock to
fund the cash portion of the Acquisition. The above
description of the Acquisition is incomplete and is
qualified in its entirety by reference to the copy of the
agreement incorporated by reference as Exhibit 4 hereto.
On February 11, 1998, the Company completed the
acquisition of all of the outstanding capital stock of The
Jupiter Group, Inc. d/b/a Triple A Patrol, a Pennsylvania
corporation ("Triple A Patrol"), in exchange for 161,051
shares of the Company's Common Stock, valued at $1,046,828
to the former stockholders of Triple A Patrol. Triple A
Patrol is engaged in the business of providing routine patrol
of a subscriber's premises and neighborhood, response to alarm
activations and other services. Mr. May is the holder of 80%
of the capital stock of Triple A Patrol. The purchase price
of Triple A Patrol was based upon a multiple of the monthly
revenue for contracted guard services by Triple A Patrol.
Item 5. Other Events
On February 11, 1998, the Company entered into an
Amended and Restated Loan and Security Agreement with Mellon
Bank, N.A. (the "Lender"), pirsuant to which the Company's
existing credit facility with the Lender was increased from
$15,500,000 to $18,000,000. The above description of the
Amended and Restated Loan and Security Agreement is
incomplete and is qualified in its entirety by reference to
the copy of the agreement filed as Exhibit 5 annexed hereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of business acquired.
In accordance with Item 7(a) of Form 8-K,
incorporated by reference to the Company's Annual Report on
Form 10-KSB for the fiscal ended June 30, 1997, as amended
by Form 10-KSB/A, as Exhibit 1 are the historical financial
statements of Triple A Security Systems Inc. for the fiscal
years ended December 31, 1996 and December 31, 1995.
In accordance with Item 7(a) of Form 8-K,
incorporated by reference to the Company's Annual Report on
Form 10-KSB for the fiscal ended June 30, 1997, as amended
by Form 10-KSB/A, as Exhibit 2 are the historical financial
statements of The Jupiter Group, Inc. for the fiscal years
ended December 31, 1996 and December 31, 1995.
(b) Pro Forma Financial Information.
In accordance with Item 7(b) of Form 8-K,
incorporated by reference to the Company's Annual Report on
Form 10-KSB for the fiscal ended June 30, 1997, as amended
by Form 10-KSB/A, as Exhibit 3 are the unaudited pro forma
financial statements of the Company giving effect to the
acquisitions of Triple A Security Systems, Inc. and The
Jupiter Group, Inc.
(c) Exhibits
1. Audited Financial Statements of Triple A
Security Systems, Inc. for the fiscal years ended December
31, 1996 and December 31, 1995.(1)
2. Audited Financial Statements of The Jupiter
Group, Inc. for the fiscal years ended December 31, 1996 and
December 31, 1995.(1)
3. Pro forma consolidated financial information
of the Company and its subsidiaries as of September 30,
1997, and the three months ended September 30, 1997 and the
year ended June 30, 1997.(1)
4. Asset Purchase Agreement between the Company
and Triple A Security Systems, Inc. dated as of October 1,
1997.(1)
5. Amended and Restated Loan and Security
Agreement with Mellon Bank, N.A. dated as of February 11,
1998.
______________________
(1) Incorporated by reference to the Company's Annual Report
on Form 10-KSB for the fiscal ended June 30, 1997, as amended
by Form 10-KSB/A.
EXHIBIT INDEX
1. Audited Financial Statements of Triple A Security
Systems, Inc. for the fiscal years ended December 31, 1996
and December 31, 1995.(1)
2. Audited Financial Statements of The Jupiter Group,
Inc. for the fiscal years ended December 31, 1996 and
December 31, 1995.(1)
3. Pro forma consolidated financial information of
the Company and its subsidiaries as of September 30, 1997,
and the three months ended September 30, 1997 and the year
ended June 30, 1997.(1)
4. Asset Purchase Agreement between the Company and
Triple A Security Systems, Inc. dated as of October 1,
1997.(1)
5. Amended and Restated Loan and Security Agreement
with Mellon Bank, N.A. dated as of February 11, 1998.
_________________________
(1) Incorporated by reference to the Company's Annual Report
on Form 10-KSB for the fiscal ended June 30, 1997, as amended
by Form 10-KSB/A.
SIGNATURES
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: February 19, 1998 By:/s/RICHARD M. BROOKS
-----------------------
Richard M. Brooks,
President