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. 4)
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)
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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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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: $647.75
Filing Party: FIRECOM, INC.
Amount Previously Paid: $569.20 Amount Previously Paid: $78.55
Form or Registration No.: Schedule 14A Form or Registration No.: Schedule 13E-3
Date Filed: April 26, 2001 Date Filed: June 15, 2001
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INTRODUCTION
This Amendment No. 4 (the "Final Amendment") is the final amendment to and
supplements the Rule 13e-3 Transaction Statement (this "Schedule 13E-3") (as
amended by Amendments No. 1 through 3 thereto, the "Transaction Statement")
jointly filed by Firecom, Inc., a New York corporation ("Firecom"), ALRM
Acquisition Inc., a New York corporation (the "Purchaser"), 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 and Antoine J. Sayour. The Transaction Statement
relates to the Schedule 14A solicitation of proxies in connection with the
Agreement and Plan of Merger, dated as of April 3, 2001 (the "Merger
Agreement"), by and between the Purchaser and Firecom, pursuant to which,
following approval of the shareholders of Firecom and the Purchaser, the
Purchaser would be merged with and into Firecom, with Firecom remaining as the
surviving corporation (the "Merger").
This Final Amendment is filed pursuant to Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
report the consummation on July 19, 2001 of the Merger. On July 19, 2001, the
shareholders of each of Firecom and the Purchaser approved the Merger. The
"Effective Time" of the Merger was the date and time of the filing of the
Certificate of Merger with the Department of State of State of New York, which
occurred on July 19, 2001. At the Effective Time, each share of Firecom's Common
Stock or Class A Common Stock outstanding immediately prior to the Effective
Time, other than shares of Firecom Common Stock or Class A Common Stock owned
immediately prior to the Effective Time by the Purchaser (and shares as to which
appraisal rights are perfected and not withdrawn), was converted into the right
to receive $0.80 in cash, without interest, and each share of the Common Stock
of the Purchaser was converted into one share of the Common Stock of Firecom. As
a result of the Merger, 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 and Antoine
J. Sayour (who collectively owned 100% of the Common Stock of the Purchaser
immediately prior to the Effective Time of the Merger) became the sole
shareholders of Firecom.
On July 19, 2001, Firecom filed a Certification and Notice of Termination
of Registration on Form 15 with the Securities and Exchange Commission in order
to terminate the registration of the Firecom Common Stock under Section 12(g) of
the Exchange Act, in accordance with Rule 12g-4. As of such date, Firecom's duty
under Section 15(d) of the Exchange Act to file information, documents and
reports under Section 13 of the Exchange Act with respect to its Common Stock
was suspended in accordance with Rule 12h-3 under the Exchange Act. In addition,
Firecom has instructed the OTC Bulletin Board to cease listing quotations for
Firecom's Common Stock as of opening of business on July 20, 2001.
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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: July 20, 2001
FIRECOM, INC.
By: /s/ Paul Mendez
-----------------------------------
Name: Paul Mendez
Title: President
ALRM ACQUISITION INC.
By: /s/ Paul Mendez
-----------------------------------
Name: Paul Mendez
Title: President
Paul Mendez
Carol Mendez
Peter Barotz
Naomi Pollack
Nathan Barotz
Celia Barotz
Orhan Sadik-Khan
Karim Sadik-Khan
Janette Sadik-Khan
Jan Sadik-Khan
The Sadik-Khan Family Trust
Howard L. Kogen
Antoine J. Sayour
By: /s/ Paul Mendez
-----------------------------------
Name: Paul Mendez
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