SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13E-3 (SS. 240.13E-3) THEREUNDER)
(Amendment No. 3)
Firecom, Inc.
(NAME OF THE ISSUER)
Firecom, Inc.
ALRM Acquisition Inc.
Paul Mendez
Carol Mendez
Peter Barotz
Naomi Pollack
Nathan Barotz
Celia Barotz
Orhan Sadik-Khan
Karim Sadik-Khan
Janette Sadik-Khan
Jan Sadik-Khan
Sadik-Khan Family Trust
Howard L. Kogen
Antoine J. Sayour
(NAMES OF PERSONS FILING STATEMENT)
Common Stock, $.01 par value per share, CUSIP Number 318157 10 4
Class A Common Stock, $.01 par value per share, CUSIP Number 318157 20 3
(TITLE AND CUSIP NUMBER OF CLASS OF SECURITIES)
Paul Mendez
President, Chief Executive Officer and Chairman of the Board of Directors
Firecom, Inc.
39-27 59th Street
Woodside, New York 11277
(718) 899-6100
Copies to:
Gregory Katz
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
Page 1 of 12
------------------------
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-1),
Regulation 14C (ss.ss. 240.14c-1 through 240.14c-101) or Rule
13e-3(c) (ss.240.13E-3(c)) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$3,238,748.80 $647.75
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and by ss.ss.240.0-11(a) and 11(c) thereunder, the transaction
value was calculated on the cash merger consideration of $0.80 per share of
Common Stock and Class A Common Stock plus, for each option to acquire
shares of the Common Stock that will be vested at the effective time of the
proposed merger, the difference between $0.80 and the exercise price of
such option, per share. The filing fee is equal to one fiftieth of one
percent of the transaction valuation so calculated.
[X] Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $569.20
Form or Registration No.: Schedule 14A
Filing Party: Firecom, Inc.
Date Filed: April 26, 2001
Page 2 of 12
This Rule 13e-3 Transaction Statement (this "Statement") relates to the
Agreement and Plan of Merger dated as of April 3, 2001 (the "Merger Agreement"),
by and between ALRM Acquisition Inc., a New York corporation (the "Purchaser"),
and Firecom, Inc., a New York corporation ("Firecom"). The Purchaser was formed
for the purpose of consummating the Merger (as defined below). A copy of the
Merger Agreement is attached as Annex A to the definitive proxy statement filed
by Firecom contemporaneously herewith (including all annexes thereto, the "Proxy
Statement"). The Proxy Statement is attached hereto as Exhibit (a)(1).
Upon the terms and subject to the conditions of the Merger Agreement, at
the Effective Time (as defined below) (i) the Purchaser will be merged with and
into Firecom (the "Merger") and (ii) each outstanding share of Common Stock or
Class A Common Stock of Firecom (other than shares owned by the Purchaser and
shares as to which appraisal rights are properly perfected and not withdrawn)
will be converted into the right to receive $0.80 in cash, without interest, and
options will be treated as more fully described herein. The "Effective Time" of
the Merger will be the later of the date and time of the filing of the
Certificate of Merger with the Department of State of State of New York or such
later time established by the Certificate of Merger.
Concurrently with the filing of this Schedule 13E-3, Firecom is filing with
the Securities and Exchange Commissions the Proxy Statement under Regulation 14A
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
relating to the special meeting of the shareholders of Firecom at which the
shareholders will consider and vote upon a proposal to approve and adopt the
Merger Agreement and authorize the Merger.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a
copy of the Merger Agreement is attached as Annex B to the Proxy Statement. All
references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items contained in Regulation M-A under the Exchange Act.
All information contained in this Schedule 13E-3 concerning Firecom has
been supplied by Firecom, all information concerning the Purchaser has been
supplied by the Purchaser and all information concerning Paul Mendez has been
supplied by Paul Mendez.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. Capitalized terms
used but not defined herein shall have the meanings given to them in the Proxy
Statement.
The filing of this Statement shall not be construed as an admission by
Firecom, or by the Purchaser or its affiliates, that Firecom is "controlled" by
the Purchaser or any of its affiliates or that any of the Purchaser or any of
its affiliates is an "affiliate" of Firecom within the meaning of Rule 13e-3
under Section 13(e) of the Exchange Act.
Item 1. Item 1001 Summary term sheet. The information contained in
Summary Term the section of the Proxy Statement entitled
Sheet "SUMMARY TERM SHEET" is incorporated herein by
reference.
Item 2. Item 1002(a) Name and address. The information contained in the
Subject Company section of the Proxy Statement entitled "SUMMARY
Information TERM SHEET--The Merger" is incorporated herein by
reference.
Item 1002(b) Securities. The information contained in the
sections of the Proxy Statement entitled "SUMMARY
TERM SHEET--Special Meeting of the Shareholders"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is incorporated herein by
reference.
Item 1002(c) Trading market and price. The information
contained in the section of the Proxy Statement
entitled "MARKET FOR COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS" is incorporated herein by
reference.
Item 1002(d) Dividends. The information contained in the
sections of the Proxy Statement entitled "MARKET
Page 3 of 12
FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS"
and "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Interim Operations of Firecom; Conduct
Pending Merger" is incorporated herein by
reference.
Item 1002(e) Prior public offerings. Not applicable.
Item 1002(f) Prior stock purchases. Not applicable.
Item 3. Item 1003(a) Name and address. The information contained in the
Identity and sections of the Proxy Statement entitled "SUMMARY
background of TERM SHEET--The Merger," "THE PURCHASER," "OTHER
Filing Person PARTIES ENGAGING IN THE TRANSACTION," "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" and "MANAGEMENT OF FIRECOM" is
incorporated herein by reference.
Item 1003(b) Business and background of entities. The
information contained in the sections of the Proxy
Statement entitled "SUMMARY TERM SHEET--The
Merger," "PARTIES TO THE MERGER," "THE PURCHASER"
and "MANAGEMENT OF FIRECOM" is incorporated herein
by reference.
Item Business and background of natural persons. The
1003(c)(1)-(5) information contained in the sections of the Proxy
Statement entitled "THE PURCHASER," "OTHER PARTIES
ENGAGING IN THE TRANSACTION," "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and
"MANAGEMENT OF FIRECOM" is incorporated herein by
reference.
Item 1003(d) Tender Offer. Not applicable.
Item 4. Item 1004 Material terms - tender offers. Not applicable.
Terms of (a)(1)
Transaction
Item 1004 Material terms - mergers or similar transactions.
(a)(2) The information contained in the sections of the
Proxy Statement entitled "SUMMARY TERM SHEET,"
"INTRODUCTION," "PARTIES TO THE MERGER," "SPECIAL
FACTORS--Reasons for and Fairness of the Merger,"
"SPECIAL FACTORS--Reasons and Purposes of the
Purchaser and the Proponents for the Merger"
"SPECIAL FACTORS--Position of the Purchaser, the
Proponents as to the Fairness of the Merger,"
"SPECIAL FACTORS--Reasons and Purposes of Messrs.
Kogen and Sayour for the Merger," "SPECIAL
FACTORS--Position of Messrs. Kogen and Sayour on
the Fairness of the Merger," "SPECIAL
FACTORS--Opinion of Financial Advisor" "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Treatment of Stock Options," "SPECIAL
FACTORS--Voting Agreement," "SPECIAL
FACTORS--Federal Income Tax Considerations," and
"CERTAIN PROVISIONS OF THE MERGER AGREEMENT" is
incorporated herein by reference.
Item 1004(c) Different terms. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background of the Merger" "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Treatment of Stock Options," "SPECIAL
FACTORS--Voting Agreement" and "SPECIAL
Page 4 of 12
FACTORS--Appraisal Rights" is incorporated herein
by reference.
Item 1004(d) Appraisal rights. The information contained in the
section of the Proxy Statement entitled "SPECIAL
FACTORS--Appraisal Rights" and Annex C to the
Proxy Statement, Sections 623 and 910 of the New
York Business Corporation Law, is incorporated
herein by reference.
Item 1004(e) Provisions for unaffiliated security holders.
Firecom, the Purchaser and the other filing
persons have made no provisions in connection with
this transaction to grant unaffiliated security
holders access to corporate files of either
Firecom or the Purchaser or to obtain counsel or
appraisal services at the expense of Firecom, the
Purchaser or the other filing persons.
Item 1004(f) Eligibility for listing or trading.
Not applicable.
Item 5. Item 1005(a) Transactions. The information contained in the
Past Contacts, sections of the Proxy Statement entitled "SPECIAL
Transactions, FACTORS--Background of the Merger," "SPECIAL
Negotiations FACTORS--Conflicts of Interest," "SPECIAL
and Agreements. FACTORS--Voting Agreement," and "MANAGEMENT OF
FIRECOM" is incorporated herein by reference.
Item 1005(b) Significant corporate events. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Reasons for and
Fairness of the Merger," "SPECIAL FACTORS--Reasons
and Purposes of the Purchaser and the Proponents
for the Merger," "SPECIAL FACTORS--Reasons and
Purposes of Messrs. Kogen and Sayour for the
Merger," "SPECIAL FACTORS--Opinion of Financial
Advisor" "SPECIAL FACTORS--Conflicts of Interest"
and "SPECIAL FACTORS--Voting Agreement" is
incorporated herein by reference.
Item 1005(c) Negotiations or contacts. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Reasons for and
Fairness of the Merger," "SPECIAL FACTORS--Reasons
and Purposes of the Purchaser and the Proponents
for the Merger" "SPECIAL FACTORS--Position of the
Purchaser, the Proponents as to the Fairness of
the Merger," "SPECIAL FACTORS--Reasons and
Purposes of Messrs. Kogen and Sayour for the
Merger," "SPECIAL FACTORS--Position of Messrs.
Kogen and Sayour on the Fairness of the Merger,"
"SPECIAL FACTORS--Opinion of Financial Advisor,"
"SPECIAL FACTORS--Conflicts of Interest" and
"SPECIAL FACTORS--Voting Agreement" is
incorporated herein by reference.
Item 1005(e) Agreements involving the subject company's
securities. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Voting Agreement," "SPECIAL
FACTORS--Treatment of Stock Options," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Treatment of
Stock Options" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated
herein by reference.
Item 6. Item 1006(b) Use of Securities Acquired. The information
Purposes of the contained in the sections of the Proxy Statement
Transaction and entitled "SPECIAL FACTORS--Certain Effects of the
Plans or Merger," "SPECIAL FACTORS--Treatment of Stock
Page 5 of 12
Proposals. Options," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Conversion and Cancellation of Firecom
Stock" and "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Treatment of Stock Options" is
incorporated herein by reference.
Item Plans. The information contained in the sections
1006(c)(1)-(8) of the Proxy Statement entitled "SUMMARY TERM
SHEET--The Merger," "SPECIAL FACTORS--Background
of the Merger," "SPECIAL FACTORS--Certain Effects
of the Merger," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Prior to the Effective Time of the
Merger," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Effective Time of the Merger," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Conversion and
Cancellation of Firecom Stock" and "SELECTED
FINANCIAL DATA" is incorporated herein by
reference.
Item 7. Item 1013(a) Purposes. The information contained in the
Purposes, sections of the Proxy Statement entitled "SPECIAL
Alternatives FACTORS--Background of the Merger," "SPECIAL
and Effects. FACTORS--Reasons for and Fairness of the Merger,"
"SPECIAL FACTORS--Reasons and Purposes of the
Purchaser and the Proponents for the Merger'"
"SPECIAL FACTORS--Reasons and Purposes of Messrs.
Kogen and Sayour for the Merger," and "SPECIAL
FACTORS--Certain Effects of the Merger," is
incorporated herein by reference.
Item 1013(b) Alternatives. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background of the Merger," "SPECIAL
FACTORS--Reasons for and Fairness of the Merger,"
"SPECIAL FACTORS--Position of the Purchaser, the
Proponents as to the Fairness of the Merger,"
"SPECIAL FACTORS--Position of Messrs. Kogen and
Sayour on the Fairness of the Merger," and
"CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Alternative Proposals" is incorporated
herein by reference.
Item 1013(c) Reasons. The information contained in the sections
of the Proxy Statement entitled "SPECIAL
FACTORS--Background of the Merger," "SPECIAL
FACTORS--Reasons for and Fairness of the Merger,"
"SPECIAL FACTORS--Reasons and Purposes of the
Purchaser and the Proponents for the Merger'"
"SPECIAL FACTORS--Reasons and Purposes of Messrs.
Kogen and Sayour for the Merger," and "SPECIAL
FACTORS--Certain Effects of the Merger" is
incorporated herein by reference.
Item 1013(d) Effects. The information contained in the sections
of the Proxy Statement entitled "SUMMARY TERM
SHEET--The Merger," "SPECIAL FACTORS--Reasons for
and Fairness of the Merger," "SPECIAL
FACTORS--Reasons and Purposes of the Purchaser and
the Proponents for the Merger'" "SPECIAL
FACTORS--Reasons and Purposes of Messrs. Kogen and
Sayour for the Merger," "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Treatment of Stock Options," "SPECIAL
FACTORS--Voting Agreement," "SPECIAL
FACTORS--Appraisal Rights," "SPECIAL
FACTORS--Federal Income Tax Considerations,"
"SPECIAL FACTORS--Regulatory Approvals," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Effective Time
Page 6 of 12
of the Merger," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Conversion and Cancellation of Firecom
Stock," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Purchaser Stock," "CERTAIN PROVISIONS
OF THE MERGER AGREEMENT--Treatment of Stock
Options," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Exchange Procedures," "CERTAIN
PROVISIONS OF THE MERGER
AGREEMENT--Indemnification," "FUNDING OF THE
MERGER--Expenses of the Merger" and "SELECTED
FINANCIAL DATA" is incorporated herein by
reference.
Item 8. Item 1014(a) Fairness. The information contained in the
Fairness of the sections of the Proxy Statement entitled "SPECIAL
Transaction. FACTORS--Background of the Merger," "SPECIAL
FACTORS--Reasons for and Fairness of the Merger,"
"SPECIAL FACTORS--Position of the Purchaser, the
Proponents as to the Fairness of the Merger,"
"SPECIAL FACTORS--Position of Messrs. Kogen and
Sayour on the Fairness of the Merger," and
"SPECIAL FACTORS--Conflicts of Interest" is
incorporated herein by reference.
Item 1014(b) Factors considered in determining fairness. The
information contained in the sections of the Proxy
Statement entitled "SPECIAL FACTORS--Background of
the Merger," "SPECIAL FACTORS--Reasons for and
Fairness of the Merger," "SPECIAL
FACTORS--Position of the Purchaser, the Proponents
as to the Fairness of the Merger," "SPECIAL
FACTORS--Position of Messrs. Kogen and Sayour on
the Fairness of the Merger," "SPECIAL
FACTORS--Opinion of Financial Advisor" and
"SPECIAL FACTORS--Conflicts of Interest" is
incorporated herein by reference.
Item 1014(c) Approval of security holders. The information
contained in the section of the Proxy Statement
entitled "VOTING AND PROXIES--Vote Required" is
incorporated herein by reference.
Item 1014(d) Unaffiliated representative. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Reasons for and
Fairness of the Merger" and "SPECIAL
FACTORS--Opinion of Financial Advisor" is
incorporated herein by reference.
Item 1014(e) Approval of the Directors. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Reasons for and
Fairness of the Merger" and "SPECIAL
FACTORS--Conflicts of Interest" is incorporated
herein by reference.
Item 1014(f) Other offers. Not applicable.
Item 9. Item 1015(a) Report, opinions or appraisal. The information
Reports, contained in the sections of the Proxy Statement
Opinions, entitled "SPECIAL FACTORS--Background of the
Appraisals and Merger," "SPECIAL FACTORS--Reasons for and
Negotiations. Fairness of the Merger" and "SPECIAL
FACTORS--Opinion of Financial Advisor" is
incorporated herein by reference.
Item 1015(b) Preparer and summary of the report, opinion or
appraisal. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background of the Merger" and "SPECIAL
FACTORS--Opinion of Financial Advisor" is
incorporated herein by reference.
Item 1015(c) Availability of Documents. The information
contained in the section of the Proxy Statement
entitled "SPECIAL FACTORS--Opinion of Financial
Advisor" is incorporated herein by reference.
Item 10. Item 1007(a) Source of Funds. The information contained in the
Source and section of the Proxy Statement entitled "FUNDING
Amounts of OF THE MERGER--Expenses of the Merger" is
Funds or Other incorporated herein by reference.
Consideration.
Page 7 of 12
Item 1007(b) Conditions. Not applicable.
Item 1007(c) Expenses. The information contained in the section
of the Proxy Statement entitled "FUNDING OF THE
MERGER--Expenses of the Merger" is incorporated
herein by reference.
Item 1007(d) Borrowed Funds. Not applicable.
Item 11. Item 1008(a) Securities Ownership. The information contained in
Interest in the sections of the Proxy Statement entitled
Securities of "SPECIAL FACTORS--Conflicts of Interest," "SPECIAL
the Subject FACTORS--Certain Effects of the Merger" and
Company. "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" is incorporated herein by
reference.
Item 1008(b) Securities transactions. Not applicable.
Item 12. Item 1012(d) Intent to tender or vote in a going-private
The Solicitation transaction. The information contained in the
or Recommendation. sections of the Proxy Statement entitled "SPECIAL
FACTORS--Reasons and Purposes of the Purchaser and
the Proponents for the Merger," "SPECIAL
FACTORS--Reasons and Purposes of Messrs. Kogen and
Sayour for the Merger," "SPECIAL FACTORS--Voting
Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated
herein by reference.
Item 1012(e) Recommendations of others. The information
contained in the sections of the Proxy Statement
entitled "INTRODUCTION," "SPECIAL FACTORS--Reasons
for and Fairness of the Merger," "SPECIAL
FACTORS--Position of the Purchaser, the Proponents
as to the Fairness of the Merger," "SPECIAL
FACTORS--Position of Messrs. Kogen and Sayour on
the Fairness of the Merger" and "SPECIAL
FACTORS--Opinion of Financial Advisor" is
incorporated herein by reference.
Item 13. Item 1010(a) Financial information. The information contained
Financial in the sections of the Proxy Statement entitled
Statements. "SPECIAL FACTORS--Certain Effects of the Merger,"
"FUNDING OF THE MERGER" and "SELECTED FINANCIAL
DATA" and in the Financial Statements included in
the Proxy Statement is incorporated herein by
reference.
Item 1010(b) Pro forma information. The information contained
in the sections of the Proxy Statement entitled
"SPECIAL FACTORS--Certain Effects of the Merger"
and "SELECTED FINANCIAL DATA" is incorporated
herein by reference.
Item 14. Item 1009(a) Solicitations or recommendations. The information
Persons/Assets, contained in the sections of the Proxy Statement
Retained, entitled "VOTING AND PROXIES--Solicitation of
Employed, Proxies; Expenses" and "SPECIAL
Compensated or FACTORS--Background of the Merger" is incorporated
Used. herein by reference.
Item 1009(b) Employees and corporate assets. The information
contained in the sections of the Proxy Statement
entitled "VOTING AND PROXIES--Solicitation of
Proxies; Expenses" and "SPECIAL
FACTORS--Background of the Merger" is incorporated
herein by reference.
Page 8 of 12
Item 15. Item 1011(b) Other material information. The information
Additional contained in the Proxy Statement, including all
Information. appendices thereto, is incorporated herein by
reference.
Item 16. Item 1016(a) (1) Definitive Proxy Statement filed with the SEC
Exhibits. on June 15, 2001.
(2) Form of Proxy Card filed with the SEC along
with the Proxy Statement, incorporated by
reference to Firecom's Definitive Proxy
Statement filed with the SEC on June 15,
2001.
(3) Press Release of Firecom, dated April 4,
2001, incorporated by reference to Exhibit 99
filed with Firecom's Current Report on Form
8-K filed with the SEC on April 4, 2001.
(4) Press Release of Firecom, dated January 24,
2001, incorporated by reference to
Exhibit 99.1 filed with Firecom's Current
Report on Form 8-K filed with the SEC on
January 25, 2001.
(5) Offer Letter dated January 24, 2001 from
Paul Mendez and other principal shareholders
of Firecom, Inc. to Firecom, incorporated by
reference to Exhibit 99.2 filed with
Firecom's Current Report on Form 8-K filed
with the SEC on January 25, 2001.
(6) Shareholder and Voting Agreement dated
January 24, 2001, incorporated by reference
to Exhibit B filed with Amendment No. 6 to
the Schedule 13D of Paul Mendez filed with
the SEC on January 29, 2001.
(7) Amendment to the 2001 Voting Agreement,
dated April 3, 2001, incorporated by
reference to Exhibit C filed with Amendment
No. 7 to the Schedule 13D of Paul Mendez
filed with the SEC on April 4, 2001.
(8) Second Amendment to the 2001 Voting
Agreement, dated May 24, 2001, incorporated
by reference to Exhibit D filed with
Amendment No. 8 to the Schedule 13D of Paul
Mendez filed with the SEC on May 25, 2001.
Item 1016(b) Not applicable.
Item 1016(c) (1) Opinion of Burnham Securities, Inc.,
addressed to the Independent Committee and
the Board of Directors, dated as of April 3,
2001, attached as Annex B to the Proxy
Statement, incorporated by reference to
Firecom's Definitive Proxy Statement filed
with the SEC on June 15, 2001.
(2) Confidential Fairness Opinion Prepared
Exclusively for the Board of Directors of
Firecom, Inc. by Burnham Securities, Inc.,
dated April 3, 2001.1
Item 1016(d) (1) Agreement and Plan of Merger, dated as
of April 3, 2001, by and between Firecom,
Inc. and ALRM Acquistion Inc., attached as
Annex A to the Proxy Statement, incorporated
by reference to Firecom's Definitive Proxy
Statement filed with the SEC on June 15,
2001.
Page 9 of 12
(2) 1986 Incentive and Non-Qualified Stock
Option Plan, as amended.2
(3) Distributors Stock Option Plan, dated as
of May 1, 1998.2
Item 1016(f) (1) Sections 623 and 910 of the New York
Business Corporation Law, attached as Annex
C to the Proxy Statement, incorporated by
reference to Firecom's Definitive Proxy
Statement filed with the SEC on June 15,
2001.
Item 1016(g) Not applicable.
1 Previously filed with Amendment No. 1 to Schedule 13E-3, dated
May 25, 2001.
2 Previously filed with the Schedule 13E-3, dated April 26, 2001.
Page 10 of 12
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
Date: June 15, 2001
FIRECOM, INC.
By: /s/ Paul Mendez
------------------------------------
Name: Paul Mendez
Title: President
ALRM ACQUISITION INC.
By: /s/ Paul Mendez
------------------------------------
Name: Paul Mendez
Title: President
/s/ Paul Mendez
---------------------------------------
Paul Mendez
/s/ Paul Mendez
---------------------------------------
Carol Mendez
/s/ Paul Mendez
---------------------------------------
Peter Barotz
/s/ Paul Mendez
---------------------------------------
Naomi Pollack
/s/ Paul Mendez
---------------------------------------
Nathan Barotz
/s/ Paul Mendez
---------------------------------------
Celia Barotz
/s/ Paul Mendez
---------------------------------------
Orhan Sadik-Khan
Page 11 of 12
/s/ Paul Mendez
---------------------------------------
Karim Sadik-Khan
/s/ Paul Mendez
---------------------------------------
Janette Sadik-Khan
/s/ Paul Mendez
---------------------------------------
Jan Sadik-Khan
/s/ Paul Mendez
---------------------------------------
The Sadik-Khan Family Trust
/s/ Paul Mendez
---------------------------------------
Howard L. Kogen
/s/ Paul Mendez
---------------------------------------
Antoine J. Sayour
Page 12 of 12
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Definitive Proxy Statement filed with the SEC on June 15, 2001.
(a)(2) Form of Proxy Card filed with the SEC along with the Proxy
Statement, incorporated by reference to Firecom's Definitive
Proxy Statement filed with the SEC on June 15, 2001.
(a)(3) Press Release of Firecom, dated April 4, 2001, incorporated by
reference to Exhibit 99 filed with Firecom's Current Report on
Form 8-K filed with the SEC on April 4, 2001.
(a)(4) Press Release of Firecom, dated January 24, 2001, incorporated by
reference to Exhibit 99.1 filed with Firecom's Current Report on
Form 8-K filed with the SEC on January 25, 2001.
(a)(5) Offer Letter dated January 24, 2001 from Paul Mendez and other
principal shareholders of Firecom, Inc. to Firecom, Inc.,
incorporated by reference to Exhibit 99.2 filed with Firecom's
Current Report on Form 8-K filed with the SEC on January 25,
2001.
(a)(6) Shareholder and Voting Agreement dated January 24, 2001,
incorporated by reference to Exhibit B filed with Amendment No. 6
to the Schedule 13D of Paul Mendez filed with the SEC on January
29, 2001.
(a)(7) Amendment to the 2001 Voting Agreement, dated April 3, 2001,
incorporated by reference to Exhibit C filed with Amendment No. 7
to the Schedule 13D of Paul Mendez filed with the SEC on April 4,
2001.
(a)(8) Second Amendment to the 2001 Voting Agreement, dated May 24,
2001, incorporated by reference to Exhibit D filed with Amendment
No. 8 to the Schedule 13D of Paul Mendez filed with the SEC on
May 25, 2001
(c)(1) Opinion of Burnham Securities, Inc., addressed to the Independent
Committee and the Board of Directors, dated as of April 3, 2001,
attached as Annex B to the Proxy Statement, incorporated by
reference to Firecom's Definitive Proxy Statement filed with the
SEC on June 15, 2001.
(c)(2) Confidential Fairness Opinion Prepared Exclusively for the Board
of Directors of Firecom, Inc. by Burnham Securities, Inc., dated
April 3, 2001.1
(d)(1) Agreement and Plan of Merger, dated as of April 3, 2001, by and
between Firecom, Inc. and ALRM Acquistion Inc., attached as Annex
A to the Proxy Statement, incorporated by reference to Firecom's
Definitive Proxy Statement filed with the SEC on June 15, 2001.
(d)(2) 1986 Incentive and Non-Qualified Stock Option Plan, as amended.2
(d)(3) Distributors Stock Option Plan, dated as of May 1, 1998. 2
(f) Sections 623 and 910 of the New York Business Corporation Law,
attached as Annex C to the Proxy Statement, incorporated by
reference to Firecom's Definitive Proxy Statement filed with the
SEC on June 15, 2001.
(g) Not applicable.
1 Previously filed with Amendment No. 1 to Schedule 13E-3, dated May 25, 2001.
2 Previously filed with the Schedule 13E-3, dated April 26, 2001.