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):
January 11, 2000
RESPONSE USA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20770 52-1441922
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3 Executive Campus, 2(nd) Floor South
Cherry Hill, NJ 08002
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(856) 661-0700
ITEM 5. OTHER EVENTS.
On January 11, 2000, Response USA, Inc. (the "Company"), Jeffrey Queen,
Andrew Queen, and the Jeffrey Queen and Andrew Queen Irrevocable Trust U/A
January 2, 1998 (collectively, the "Queens") entered into a Settlement Agreement
(the "Settlement Agreement") to settle a dispute among the parties in connection
with the Deferred Purchase Price provisions under a Stock Purchase Agreement
between the Company and the Queens dated September 16, 1998.
Pursuant to the Settlement Agreement, the Company issued to the Queens
an aggregate of 1,227,969 shares of the Company's Common Stock (representing
approximately 19.9% of the outstanding shares of the Company's Common Stock
prior to such issuance), and paid the Queens an aggregate of $2,522,031 in cash.
In addition, the Queens agreed not to sell their shares of Common Stock prior to
January 11, 2002 without the consent of the Company, subject to earlier
termination under certain circumstances. The Company also agreed to refrain from
taking certain extraordinary corporate actions without the consent of the Queens
and agreed that the Queens would have the right to nominate two additional
members of the Company's Board of Directors (in addition to their right to
currently nominate one member of the Board of Directors, which the Queens have
not exercised) under certain circumstances.
The foregoing description of the Settlement Agreement is incomplete and
qualified in its entity by reference to the copy of such agreement filed as
EXHIBIT 1 annexed hereto.
In addition, on January 19, 2000, the Company terminated without cause
the employment of Ronald E. Feldman and accepted the resignation of Ronald E.
Feldman as the Company's Treasurer, Executive Vice President, Secretary and
Director, and Jeffrey Queen and Andrew Queen were elected as the Company's
President and Executive Vice President and Chief Operating Officer,
respectively. Pursuant to the terms of Mr. Feldman's Employment Agreement, Mr.
Feldman is entitled to receive a severance payment equal to 2.99 times Mr.
Feldman's annual base salary plus any accrued benefit through the end of the
term of his Employment Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
c. Exhibits:
1. Settlement Agreement dated January 11, 2000, by and
among Response USA, Inc., Jeffrey Queen, Andrew Queen
and the Jeffrey Queen and Andrew Queen Irrevocable
Trust UA January 2, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESPONSE USA, INC.
Dated: January 21, 2000 By: \s\ Richard M. Brooks
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Richard M. Brooks,
Chief Executive Officer
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