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) August 13, 2002
DIVERSIFIED SECURITY SOLUTIONS, INC.
-------------------------- -------------------------------------
(Exact name of registrant as specified in charter)
Delaware 005-62411 22-3690168
----------------------------------------------------------------------------------------
(State or other juris- (Commission (IRS Employer
diction of Incorporation) File number) Identification No.)
280 Midland Avenue, Saddle Brook, New Jersey 07663
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 794-6500
---------------------------------------------------------
Registrant's telephone number, including area code
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
The Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for certain forward-looking statements. The statements contained
in this form 8-K that are not historical facts (including without limitation
statements to the effect that Diversified Security Solutions, Inc. (the
"Company") or its management "believes," expects," "anticipates," "plans," (or
other similar expressions)) are forward-looking statements based on the
Company's current expectations and beliefs concerning future developments and
their potential effects on the Company. There can be no assurance that future
developments affecting the Company will be those anticipated by the Company.
These forward-looking statements involve significant risks and uncertainties
(some of which are beyond the control of the Company) and assumptions and are
subject to change based upon various factors. Should one or more of these
risks or uncertainties materialize, or should any of the assumptions
prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. A description of
some of the risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements can be found in the Company's
reports and registration statements filed with the Securities and Exchange
Commission.
Item 2. Acquisition of Disposition of Assets
Effective as of August 13, 2002 the ("Closing"), Diversified
Security Solutions, Inc. ("DVS"), Photo Scan Systems, Inc. ("Photo Scan"), Lee
A. Kann ("Seller") and National Safe of California, Inc. ("National Safe")
entered into a stock purchase agreement (the "Stock Purchase Agreement").
Pursuant to the Stock Purchase Agreement, Photo Scan, a wholly-owned subsidiary
of DVS, purchased all of the issued and outstanding stock of National Safe from
Seller. The purchase price of the acquisition was $2,000,000 which was paid by
issuing an aggregate of 283,566 unregistered and restricted shares of DVS's
common stock (the "Shares"). As part of this transaction, Photo Scan made a
$500,000 non-recourse loan to Seller due August 12, 2003. As collateral for the
payment when due of the promissory note, Seller assigned, pledged, transferred
and granted a security interest in 70,891 of the Shares. The Stock Purchase
Agreement provides that in the event that one year from the Closing (the
"Reference Date"), the average closing sale price of DVS's common stock for the
ten trading days immediately prior to the Reference Date is less than $7.053 per
share (the "Current Market Price"), DVS and/or Buyer at their sole discretion
shall within 10 days of the Reference Date, either purchase 212,675 of the
Shares for $1,500,000 (subject to certain adjustments detailed in the Stock
Purchase Agreement) or pay Seller an amount equal to the difference between
(i) $1,500,000 and (ii) 212,675 (subject to certain adjustments detailed
in the Stock Purchase Agreement) multiplied by the Current Market Price.
The assets acquired include cash, certain contracts in progress, accounts
receivable, inventory and equipment. In connection
2
with the acquisition of such assets, DVS, through Photo Scan acquired all of the
liabilities of National Safe, including unpaid accounts payable.
The consideration paid by DVS for the issued and outstanding shares of
National Safe was negotiated by the respective parties. The Stock Purchase
Agreement was approved by the Board of Directors of DVS. DVS used its cash on
hand to fund the loan to Seller.
National Safe supplies and services alarm security equipment, backup
high security systems, locks and locking mechanisms, time mechanisms, vault and
vault security control systems and high resolution surveillance equipment.
DVS plans to continue to use the assets acquired from National Safe in
substantially the same businesses in which they were used prior to the
acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
It is impractical to provide the financial statements required
under Item 7 of Form 8-K at the time of the filing of this report. Such
financial statements will be filed within 60 days of the date this Current
Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
It is impractical to provide the pro forma financial
information required under Item 7 of Form 8-K at the time of the filing of this
report. Such pro forma financial information will be filed within 60 days of the
date this Current Report on form 8-K was required to be filed.
(c) Exhibits
2.1 Stock Purchase Agreement by and among Diversified
Security Solutions, Inc., Photo Scan Systems, Inc., National Safe of California,
Inc. and Lee A. Kann, dated as of August 13, 2002. Pursuant to Item 601(b)(2) of
Regulation 8-K, the exhibits and schedule referred to in the Stock Purchase
agreement are omitted. The Registrant hereby undertakes to furnish
supplementally a copy of any omitted schedule or exhibit to the Commission upon
request.
3
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.
DIVERSIFIED SECURITY SOLUTIONS, INC.
By /s/ Irvin Witcosky
-------------------
Irvin Witcosky, President,
Chief Operating Officer and
Secretary
Dated: August 27, 2002
4
DIVERSIFIED SECURITY SOLUTIONS, INC.
EXHIBIT INDEX
FORM 8-K
EXHIBIT
NUMBER DESCRIPTION
2.1 Stock Purchase Agreement by and among Diversified Security
Solutions, Inc., Photo Scan Systems, Inc., National Safe of
California, Inc. and Lee A. Kann, dated as of August 13,
2002. Pursuant to Item 601(b)(2) of Regulation 8-K, the
exhibits and schedule referred to in the Stock Purchase
agreement are omitted. The Registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule or
exhibit to the Commission upon request.
5