0000915656-01-500046.txt : 20011031 0000915656-01-500046.hdr.sgml : 20011031 ACCESSION NUMBER: 0000915656-01-500046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011029 ITEM INFORMATION: Other events FILED AS OF DATE: 20011029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29798 FILM NUMBER: 1769175 BUSINESS ADDRESS: STREET 1: 7249 NATIONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 4107120275 MAIL ADDRESS: STREET 1: 7249 NAITONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 8-K 1 eightk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 Date of Report October 29, 2001 COMPUDYNE CORPORATION ------------------------- (Exact name of registrant as specified in its charter) NEVADA -------- (State or other jurisdiction of incorporation) 1-4245 23-140859 -------- ----------- (Commission File Number) (IRS Employer Identification No) 7249 National Drive Hanover, Maryland 21076 ------------------- ------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (410) 712-0275 ITEM 5. OTHER EVENTS The Registrant announced today that it has completed the sale of approximately 1.08 million new common shares in a Private Investment Public Equity ("PIPE") transaction. The stock was sold at a price of $12.00 per share and netted the Registrant approximately $12.0 million in new equity capital, after fees and expenses. Purchasers were led by 14 institutional investors. The Registrant filed with the Securities and Exchange Commission a resale registration statement on Form S-3 relating to the privately placed shares. The sale was arranged by Friedman, Billings, Ramsey & Co, Inc. ("FBR"), the investment banking firm headquartered in Arlington, VA. FBR also arranged for the sale, via the same PIPE transaction, of the approximately 1.37 million of the Registrant's common shares and shares underlying warrants owned by William Blair Mezzanine Capital Partners II ("Blair"). Blair realized approximately $12.8 million from this sale, and the Registrant realized approximately $2.5 million in net capital proceeds from the Blair sale. In addition, the Registrant realized approximately $1.0 million from the exercise of the Blair warrants. In connection with the sale, and the retirement of the $9 million of 13.15% Subordinated Debt held by Blair, David Jones of Blair has left the Registrant's Board of Directors. 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 hereto duly authorized. Date: October 29, 2001 COMPUDYNE CORPORATION By__/s/ Geoffrey F. Feidelberg__ Geoffrey F. Feidelberg Chief Financial Officer Index to Exhibits Exhibit (99) Press Release of the Registrant dated October 29, 2001 EX-99 3 release.txt PRESS RELEASE Contact: Martin Roenigk Stern & Co. 443-831-6211 Alex Singal mroenigk@compudyne.com 212-888-0044 www.compudyne.com asingal@sternco.com COMPUDYNE COMPLETES SALE OF 1.08 MILLION NEW SHARES; CAPITAL INFUSION REDUCES DEBT AND INCREASES EQUITY SIGNIFICANTLY; WILLIAM BLAIR FUND SELLS 1.37 MILLION SHARE POSITION TO INSTITUTIONS; FACILITATES COMPLETION OF TIBURON ACQUISITION, CAPACITY EXPANSION HANOVER, MD October 29, 2001 - CompuDyne Corp. (Nasdaq: CDCY), the industry leader in sophisticated security products, integration and technology for the public security markets, announced today that it had completed the sale of 1.076 million new common shares in a Private Investment Public Equity transaction. The stock was sold at a price of $12.00 per share and will net the company approximately $12.0 million in new equity capital after fees and expenses. Purchasers were led by 14 institutional investors. The Company filed a resale registration statement on Form S-3 with the Securities and Exchange Commission. The sale was arranged by Friedman, Billings, Ramsey & Co., Inc. ("FBR"), the investment banking firm headquartered in Arlington, Virginia. FBR also arranged for the sale, via the same transaction, of the approximately 1.37 million CompuDyne common shares and shares underlying warrants owned by William Blair Mezzanine Capital Partners II ("Blair"). Blair will realize $12.8 million from this sale and the Company will realize $2.5 million in net capital proceeds from the Blair sale. In addition, the Company will realize approximately $1.0 million from the exercise of the Blair warrants. In connection with the sale, and the expected imminent retirement of the $9 million of 13.15% Subordinated Debt held by Blair, David Jones of Blair will be leaving the CompuDyne Board of Directors. The Company thanks David for his service over the past three years. These transactions represent a significant transition for CompuDyne. After the transactions close, CompuDyne will have: + Paid off $9 million in very high cost 13.15% Subordinated Debt. + Paid off approximately $6.5 million in bank debt, leaving the Company with a relatively modest amount of debt while more than doubling the Company's shareholders' equity. + Positioned itself to proceed with the completion of the acquisition of Tiburon, the leader in public safety software for emergency services, which is now expected to close early in 2002. + Strengthened its balance sheet and financing availability to prepare for the opportunities expected from the heightened interest worldwide in security products and services. Capital is now readily available for expansion of capacity and selected strategic acquisitions. The Company expects to announce a significant expansion of its Attack Protection Division's (bullet, blast and attack resistant windows and doors) manufacturing capacity as a result of inquiries and opportunities arising since the tragic events of September 11th. + Increased its stock "float" by 2.45 million shares and greatly expanded its institutional ownership. The transaction is expected to be slightly accretive to CompuDyne's earnings in the 4th quarter of 2001 and for the year 2002 due to the retirement of the high cost Subordinated Debt. The Company also anticipates that the heightened exposure of the company from these transactions and the recent national concerns about security will continue to result in improved liquidity in its stock, partly due to a significantly increased number of market makers and due to the expected initiation of research coverage by FBR. About CompuDyne Ranked #61 among Forbes Magazine's "200 Best Small Companies" and #10 among Fortune Small Business' "FSB 100: America's Best Small Companies"; CompuDyne has six businesses; each with leading positions in physical and electronic security and technology-based solutions for the public security market. Norment Security Group is the world's largest supplier of physical and electronic security products, as well as integration and maintenance services, to the corrections and courthouse markets. Norshield Security Products is the largest provider of bullet, blast and attack resistant products to U.S. embassies, banks, courthouses and other highly secured facilities in the U.S. and around the world. Quanta Systems and its Data Control Systems division is a supplier of security and specialty engineering services and telecommunications products to the military, intelligence and commercial markets. Sysco and CorrLogic sell large-scale software products for access control, alarm monitoring, computer network security, and institutional management solutions. Fiber SenSys designs and manufactures fiber-optic sensors and related systems using optical fiber, proprietary optics and digital signal processing. CompuDyne also has an investment in, and has initiated a full merger with, Tiburon Inc. Tiburon has developed, implemented, and supported automated information solutions for public safety and justice agencies worldwide since 1980. With more than 400 government agencies supported by 250 employees from nine offices across the United States, Tiburon is believed to be the largest participant in the public safety software market. Certain statements made in this press release constitute "forward-looking statements" within the meaning of the federal securities law, including those statements concerning the Company's expectations with respect to future events. These statements involve risks and uncertainties that cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks inherent in CompuDyne's business and with respect to future uncertainties are further described in its filings with the Securities and Exchange Commission, such as the Company's Form 10-K, Form 10-Q, and Form 8-K reports.