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As filed with the Securities and Exchange Commission on October 24, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
NAPCO SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2277818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
333 BAYVIEW AVENUE 11701
AMITYVILLE, NEW YORK (Zip Code)
(Address of Principal Executive Offices)
1992 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
KEVIN S. BUCHEL
Senior Vice President of Operations and Finance
Napco Security Systems, Inc.
333 Bayview Avenue
Amityville, New York 11701
(Name and address of agent for service)
(516) 842-9400
(Telephone number, including area code, of agent for service)
With a copy to:
ANTHONY B. BARTON, ESQ.
Curto Barton & Alesi, P.C.
One Huntington Quadrangle
Melville, NY 11747
(516) 293-1300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount to be maximum offering maximum aggregate Amount of
to be registered (1) Registered price per share (2) offering price registration fee
- -------------------- ---------- ------------------- -------------- ----------------
Common Stock,
par value $0.01 814,733 $3.82 $3,112,281 $1,074
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interest to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock of Napco Security Systems, Inc. on the
National Association of Securities Dealers Automated Quotation System
on October 22, 1996.
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NAPCO SECURITY SYSTEMS, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
UP TO 814,733 SHARES
PROSPECTUS DATED OCTOBER 24, 1996
This Prospectus relates to up to 814,733 shares of common stock, par
value $0.01 per share (the "Common Stock"), and associated stock options of
Napco Security Systems, Inc., a Delaware corporation (the "Company"), which have
previously been issued or may in the future be issued to certain key employees
of the Company and its subsidiaries pursuant to awards granted under the
Company's 1992 Incentive Stock Option Plan, as amended (the "Plan") to be sold
by the selling stockholders named in "Selling Stockholders" and in Annex I
hereto (the "Selling Stockholders"). The Company will not receive any proceeds
from the sale of the Common Stock, except the option exercise price.
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations in connection with the offer made in this Prospectus other than
as contained herein and any information or representation not contained herein
must not be relied upon as having been authorized by the Company.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities) with respect to the Common Stock and
associated stock options pursuant to the Plan and to be sold by the Selling
Stockholders pursuant to this Prospectus (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith filed reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained at prescribed rates upon written
request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of the Company heretofore filed with the
Commission are hereby incorporated herein by reference:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, Commission File No. 0-10004;
(2) 1982 Amended and Restated Incentive Stock Option Plan (extended
1992) contained in Exhibit 10(b) of the Registrant's Form 10-K for the fiscal
year ended June 30, 1991; and
(3) Amended and Restated 1992 Incentive Stock Option Plan contained
in Exhibit 4(a) of Part II of the Registrant's Registration Statement on Form
S-8, declared effective on October 24, 1996.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such reports and
documents.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any and all of the information incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Written requests should be
directed to Napco Security Systems, Inc., 333 Bayview Avenue, Amityville, New
York 11701, Attention: Senior Vice President of Operations and Finance.
Telephone requests should be directed to the Senior Vice President of Operations
and Finance (516-842-9400).
THE COMPANY
The term "Company" as used in this Prospectus includes Napco Security
Systems, Inc. and its subsidiaries, unless the context otherwise requires. The
principal executive offices of the Company are located at 333 Bayview Avenue,
Amityville, New York 11701 and its telephone number is (516) 842-9400.
SELLING STOCKHOLDERS
The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each Selling Stockholder and his or her relationship to the Company during the
last three years; (b) the number of shares of Common Stock each Selling
Stockholder: (i) owned of record and (ii) to be offered pursuant to this
Prospectus; and (c) the amount and the percentage of the class of Common Stock
that will be owned by each Selling Stockholder after completion of the offering.
The information contained in Annex I may be amended or supplemented.
PLAN OF DISTRIBUTION
Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200
shares have been exercised. At June 30, 1996, 738,733 shares were available
for grant under the 1992 Plan. Options to purchase a total of 76,000 shares
of Common Stock were outstanding under the 1992 Plan on June 30, 1996, with
exercise prices of $2.25 to $4.375 per share. The incentive stock options
included in the foregoing tabulation expire five years from the date of grant,
are non-transferable and are exercisable beginning with the date of grant
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in 20 percent cumulative yearly installments.
Sales of the Common Stock offered hereby may be made NASDAQ or the
over-the-counter market or otherwise at prices and on terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any part of the
proceeds of the sales made hereunder except for the option exercise price. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Stockholder will be borne by such stockholder.
The Common Stock may be sold in (a) a block trade in which the broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to Sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
The Company has informed the Selling Stockholders of the need for
delivery of a copy of this Prospectus in connection with all offers to sell
shares of Common Stock. There is no assurance that any of the Selling
Stockholders will offer for sale or sell any or all of the Common Stock covered
by this Prospectus.
EXPERTS
The consolidated financial statements, incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, have been audited
by Arthur Anderson LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
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ANNEX I*
Shares to be Beneficially
Owned upon Completion of
Shares of Common Offering (1)
Name and Relationship Stock Beneficially Shares -------------------------
to Napco Security Owned as of Offered
Systems, Inc. October 1, 1996 Hereby Number Percent
- ----------------- ------------------ -------- ------ -------
Employees during
last three years
except where noted
by**
Ayers, E.** 0 1,000 1,000 .02%
Bolton, G. 0 1,000 1,000 .02%
Buccola, C. 200 4,000 4,200 .10%
Buchel, K. 1 15,000 15,001 .35%
Budzioch, E.** 0 1,000 1,000 .02%
Bukofsky, A. 0 1,000 1,000 .02%
Collins, C. 0 2,500 2,500 .06%
Corsale, C. 0 1,000 1,000 .02%
Hanselman, C. 0 1,000 1,000 .02%
Johannson, K. 0 11,500 11,500 .27%
Jones, S. 0 2,000 2,000 .05%
Karl, T. 0 3,000 3,000 .07%
Keel, F. 0 2,000 2,000 .05%
Mahoney, K. 0 1,000 1,000 .02%
Mcbride, G. 450 1,000 1,450 .03%
Mcbride. M. 500 2,000 2,500 .06%
Murray, A. 0 500 500 .01%
Paladino, R. 2,625 7,000 9,625 .22%
Potter, D. 0 1,000 1,000 .02%
Rappaport, J. 0 1,000 1,000 .02%
Russotto, J. 0 2,000 2,000 .05%
Scardino, J. 400 2,000 2,400 .06%
Schettino, R. 0 1,000 1,000 .02%
Schramme, S. 0 1,000 1,000 .02%
Shaw, A. 17,025 4,000 21,025 .48%
Sheffey, D. 2,400 2,000 4,400 .10%
Strom, B. 0 2,500 2,500 .06%
Thomas R. 0 1,000 1,000 .02%
Zambenedetti, R. 0 1,000 1,000 .02%
Future grantees
of stock options 0 738,733 738,733 16.91%
------ ------- ------- ------
Totals 23,601 814,733 838,334 19.19%
====== ======= ======= ======
- ---------------------
* To be completed by amendment
(1) Assumes that all options are exercised and all shares offered are sold, that
no additional shares will be purchased and that no additional shares will be
sold.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996 Commission File;
(2) 1982 Amended and Restated Incentive Stock Option Plan
(extended 1992) contained in Exhibit 10(b) of the
Registrant's Form 10-K for the fiscal year ended June 30,
1991.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992
Plan") which was approved by vote of the stockholders of the Company at the 1992
Annual Meeting (extending the 1982 plan for an additional ten years), incentive
stock options to purchase up to an aggregate of 727,933 shares of Common Stock
as adjusted (plus the shares at the time subject to options) or a total of
815,933 shares may be granted at fair market value to key employees during the
ten-year period ending in October 2002. Since June 30, 1992 options for 1,200
shares have been exercised. At June 30, 1996, 738,733 shares were available for
grant under the 1992 Plan. Options to purchase a total of 76,000 shares of
Common Stock were outstanding under the 1992 Plan on June 30, 1996, with
exercise prices of $2.25 to $4.375 per share. The incentive stock options
included in the foregoing tabulation expire five years from the date of grant,
are non-transferable and are exercisable beginning with the date of grant in
20 percent cumulative yearly installments.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
pursuant to the Prospectus will be passed on for the Registrant by
Curto Barton & Alesi, P.C., counsel for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Registrant to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit of proceeding brought or
threatened by reason of the fact that the person is or was a director,
officer, employee or agent of the Registrant, or is or was serving as
such with respect to another corporation at the request of the
Registrant. The Registrant indemnifies its directors and officers to
the fullest extent permissible under the General Corporation Law of
Delaware. The General Corporation Law of Delaware also provides that
the Registrant may purchase insurance on behalf of any such director,
officer, employee or agent. The Registrant has purchased insurance on
behalf of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Amended and Restated 1992 Incentive Stock Option
Plan
4(b) Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) of the
Annual Report of the Registrant on Form 10-K for the
fiscal year ended June 30, 1988
4(c) By-laws of the Registrant (incorporated by reference
to Exhibit 3(b) of the Annual Report of the
Registrant on Form 10-K for the fiscal year ended
June 30, 1988)
5(a) Opinion of Curto Barton & Alesi, P.C.
24(a) Consent of Arthur Andersen LLP
24(b) Consent of Curto Barton & Alesi, P.C.
included in Exhibit 5(a))
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registrant Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the
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offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Amityville, State of New York, on this 22nd day
of October, 1996.
NAPCO SECURITY SYSTEMS, INC.
By:/s/ Kevin S. Buchel
------------------------------
Kevin S. Buchel,
Senior Vice President of
Operations and Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Richard Soloway Chairman of the Board October 22, 1996
- ------------------------ of Directors and
Richard Soloway Secretary, (Co-Principal
Executive Officer) and
Director
/s/ Kenneth Rosenberg President and Treasurer October 22, 1996
- ------------------------ (Co-Principal Executive
Kenneth Rosenberg Officer) and Director
/s/ Randy Blaustein Director October 22, 1996
- ------------------------
Randy Blaustein
/s/ Andrew J. Wilder Director October 22, 1996
- ------------------------
Andrew J. Wilder
/s/ Kevin S. Buchel Senior Vice President October 22, 1996
- ------------------------ of Operations and
Kevin S. Buchel Finance (Principal
Financial and Accounting
Officer)
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
4(a) Amended and Restated 1992 Incentive
Stock Option Plan ................................... E-1
4(b) Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) of the
Annual Report of the Registrant on Form 10-K for the
fiscal year ended June 30, 1988)
4(c) By-laws of the Registrant (incorporated by reference
to Exhibit 3(b) of the Annual Report of the
Registrant on Form 10-K for the fiscal year ended
June 30, 1988
5(a) Opinion and Consent of
Curto Barton & Alesi, P.C. .......................... E-10
24(a) Consent of Arthur Andersen LLP ...................... E-12
24 (b) Consent of Curto Barton & Alesi, P.C.
(included in Exhibit 5(a))
E-i