SC 13D/A 1 d93651a3sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 3) Ultrak, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share -------------------------------------------------------------------------------- (Title of Class of Securities) 903898401 --------------------------------------------- (CUSIP Number) George K. Broady 1301 Waters Ridge Drive Lewisville, Texas 75057 (972) 353-6500 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 16, 2002 -------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 pages) ---------- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A CUSIP NO. 903898401 PAGE 2 OF 5 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only). GEORGE K. BROADY -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) NOT APPLICABLE -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 338,803 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ------------------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 1,488,803 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,488,803 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION The response set forth in Item 4 of the Schedule 13D is hereby amended and restated as follows: On October 23, 2001, Mr. Broady entered into a Share Purchase Agreement (the "Agreement") with Niklaus F. Zenger, attached as Exhibit 99.1 to Amendment No. 1 to the Schedule 13D. On November 7, 2001, Messrs. Broady and Zenger entered into an Amendment to the Share Purchase Agreement (the "Amendment"), attached as Exhibit 99.2 to Amendment No. 2 to the Schedule 13D. Pursuant to the terms of the Agreement and the Amendment, the receipt of funds by Mr. Broady and the delivery of stock and proxies to Mr. Zenger were contingent on the approval of Issuer's shareholders. Issuer's shareholders approved the transaction on November 30, 2001. The final portion of the $3 million purchase price was paid by Mr. Zenger to Mr. Broady on January 16, 2002. As of January 16, 2002, title to 195,351 shares of Mr. Broady's Issuer preferred stock (which is convertible into 406,981 shares of Issuer common stock and has super-voting rights entitling the holder to 3,255,915 votes on shareholder matters) passed from Mr. Broady to Mr. Zenger. Also, Mr. Zenger will maintain a voting proxy on 1,150,000 shares of Mr. Broady's Issuer common stock for an additional 6 months. Except as set forth in this Item 4, Mr. Broady does not have any present plans or proposals that relate to or that could result in any of the actions specified in clauses (a) through (j) of Item 4 on Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The response set forth in Item 5 of the Schedule 13D is hereby amended and restated as follows: As of the Filing Date, Mr. Broady beneficially owns 1,488,803 shares of Common Stock of the Issuer. Mr. Broady's 1,488,803 shares include: (i) 242,403 shares held by Mr. Broady individually; (ii) 96,400 shares that Mr. Broady has the right to acquire through the exercise of Issuer stock options vesting on or before the sixtieth day following the Filing Date; and (iii) 1,150,000 shares for which Mr. Broady has granted a voting proxy to Mr. Zenger under the Agreement until six months from the transaction date. Mr. Broady's 1,488,803 shares of Common Stock represent approximately 12.6% of the issued and outstanding shares of Common Stock of the Issuer as of the Filing Date. As of the Filing Date, Mr. Broady has the sole power to vote or direct the vote of 338,803 shares--and the sole power to dispose or direct the disposition of 1,488,803 shares--of the Common Stock of which he is the beneficial owner. The determination of percent beneficial ownership of Common Stock is based upon there being 11,688,888 shares of Common Stock issued and outstanding as of the latest Quarterly Report filed with the Commission by the Issuer. The denominator in the calculation also includes the total number of outstanding options held by the reporting person that are exercisable within 60 days of the Filing Date and securities exchangeable into Common Stock within 60 days of the Filing Date. SIGNATURE After reasonable 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: January 18, 2002 ------------------------------------ By: /s/ George K. Broady ------------------------------------ Name: George K. Broady Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).