Form S-3ASR - Automatic shelf registration statement of securities of well-known seasoned issuers
March 05 2024 - 4:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 5, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAPCO SECURITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| |
Delaware
|
|
|
11-2277818
|
|
| |
(State or other jurisdiction of
incorporation or organization)
|
|
|
(I.R.S. Employer
Identification Number)
|
|
333 Bayview Avenue
Amityville, New York 11701
(631) 842-9400
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Richard L. Soloway
President and Chief Executive Officer
NAPCO Security Technologies, Inc.
333 Bayview Avenue
Amityville, New York 11701
(631) 842-9400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copy to:
Albert Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
(650) 843-7263
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer ☒
|
|
|
Accelerated filer ☐
|
|
| |
Non-accelerated filer ☐
|
|
|
Smaller reporting company ☐
|
|
| |
|
|
|
Emerging growth company ☐
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
PROSPECTUS
NAPCO SECURITY TECHNOLOGIES, INC.
2,300,000 Shares of Common Stock
This prospectus relates to the offer and sale, from time to time, of up to 2,300,000 shares of our common stock, $0.01 par value per share by the selling stockholder identified in this prospectus or in supplements to this prospectus. The selling stockholder may offer and sell shares of our common stock held by the selling stockholder directly or through underwriters, agents or broker-dealers, in amounts, at prices and on terms that will be determined at the time of the offer and sale. For more information, see “Plan of Distribution.”
This prospectus relates solely to sales of our common stock by the selling stockholder identified in this prospectus. We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of the common stock by the selling stockholder.
This prospectus describes the general manner in which the shares of our common stock may be offered and sold by the selling stockholder. Each time securities are offered pursuant to this prospectus, we may provide a prospectus supplement and attach it to this prospectus. Any prospectus supplement will contain specific information about the terms of the offering and the offered securities and may also add, update or change the information in this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest in our common stock.
The shares of our common stock may be sold at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. The shares of our common stock offered by this prospectus and any accompanying prospectus supplement may be offered by the selling stockholder directly to investors or to or through underwriters, dealers or other agents. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements.
Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”), under the symbol “NSSC.” On March 4, 2024, the closing sale price of our common stock on Nasdaq was $44.64 per share. You are urged to obtain current market quotations for our common stock.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities. See “Where You Can Find More Information.”
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March 5, 2024
TABLE OF CONTENTS
| |
|
|
Page
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
13
|
|
|
ABOUT THIS PROSPECTUS
This prospectus is part of an “automatic shelf” registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholder over time may offer and sell shares of our common stock in one or more offerings or resales. This prospectus provides you with a general description of the shares of common stock the selling stockholder may offer. Under the shelf process, in certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the selling stockholder. Any prospectus supplement and any free writing prospectus may also add to, update, supplement or clarify information contained or incorporated by reference in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement.
The rules of the SEC allow us to incorporate information by reference into this prospectus. This information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. See “Incorporation of Documents by Reference.” You should read both this prospectus and any prospectus supplement together with additional information described under “Where You Can Find More Information.”
We have not, and the selling stockholder and any underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we prepare or distribute. We, the selling stockholder and any underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus and any accompanying prospectus supplement in any jurisdiction in which it is unlawful to make such offer or solicitation. The information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us is only accurate as of the date of the document containing such information, regardless of the time of delivery of this prospectus and any sale of shares of our common stock.
When used in this prospectus, the terms the “Company,” “NAPCO,” “we,” “our” and “us” refer to NAPCO Security Technologies, Inc. and its subsidiaries, unless otherwise specified or the context otherwise requires.
PROSPECTUS SUMMARY
Overview
NAPCO is one of the leading manufacturers and designers of high-tech electronic security devices, cellular communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions. We offer a diversified array of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to independent distributors, dealers and installers of security equipment. We have experienced significant growth in recent years, primarily driven by fast growing recurring service revenues generated from wireless communication services for intrusion and fire alarm systems, as well as our school security products that are designed to meet the increasing needs to enhance school security as a result of on-campus shooting and violence in the U.S.
Since 1969, NAPCO has established a heritage and proven record in the professional security community for reliably delivering both advanced technology and high-quality security solutions, building many of the industry’s widely recognized brands, such as NAPCO Security Systems, Alarm Lock, Continental Access, Marks USA, and other popular product lines: including Gemini and F64-Series hardwire/wireless intrusion systems and iSee Video internet video solutions. We are also dedicated to developing innovative technology and producing the next generation of reliable security solutions that utilize remote communications and wireless networks, including our StarLink, iBridge, and more recently the iSecure product lines. Today, millions of businesses, institutions, homes, and people around the globe are protected by products from the NAPCO Group of Companies.
Corporate Information
Our principal executive offices are located at 333 Bayview Ave, Amityville NY 11701. Our telephone number is (631) 842-9400. Our website is www.napcosecurity.com. The information on, accessible from or hyperlinked to, our website (other than the SEC filings expressly incorporated herein under “Where You Can Find More Information”) is not incorporated by reference in this prospectus or any accompanying prospectus supplement, and you should not consider it a part of this prospectus or any accompanying prospectus supplement.
THE OFFERING
Common stock offered by the selling stockholder
2,300,000 shares of common stock. The shares are offered and sold by the selling stockholder identified in this prospectus. See “Selling Stockholder” on page 8 of this prospectus.
We will not be selling any shares of common stock in this offering, therefore the offering will not result in any dilution of equity ownership to existing stockholders. In addition, we believe that sales of shares by the selling stockholder will have the effect of increasing the public float of the Company’s common stock, which may have a positive impact on trading volume and liquidity of our shares in the public market.
Total number of shares outstanding prior to the offering
36,781,989 shares of common stock as of December 31, 2023. The number of shares of common stock outstanding will not change as a result of this offering.
We will not receive any proceeds from the sale of shares in this offering.
“NSSC”
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in the applicable prospectus supplement and any related free writing prospectus, including the risk factors set forth in the accompanying prospectus supplement under “Risk Factors” and in the documents and reports filed with the Securities and Exchange Commission, or the SEC, that are incorporated by reference herein before purchasing our common stock. If any of these risks actually occurs, our business, financial condition or results of operations would likely suffer, possibly materially. In that case, the trading price of our common stock could fall, and you may lose all or part of the money you paid to buy our common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents we incorporate by reference in this prospectus and any prospectus supplement contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included or incorporated in this prospectus and any prospectus supplement regarding our strategy, future operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may be beyond our control, and which may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed under the heading “Risk Factors” and in our publicly available filings and press releases. These statements include, among other things, those regarding:
•
our ability to continue to add new customers and grow our revenue;
•
our ability to develop our products and bring them to market in a timely manner;
•
our ability to compete effectively and maintain or improve our market share;
•
the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;
•
our ability to maintain our relationships with our distributors;
•
our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business;
•
economic, political and industry trends;
•
the future trading prices of our common stock;
•
our expectations regarding the outcome of any regulatory investigation or litigation; and
•
our ability to remediate the identified material weaknesses in our internal control over financial reporting and to maintain effective internal control over financial reporting and disclosure controls and procedures, as well as other statements regarding our future operations, financial condition, growth prospects and business strategies.
See “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023, which is incorporated in this prospectus by reference (and in any of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for subsequent periods and in our other filings with the SEC). These factors and the other cautionary statements made in this prospectus, any prospectus supplement and the documents we incorporate by reference should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus, any prospectus supplement and the documents we incorporate by reference.
We operate in very competitive and rapidly-changing environments, and new risks emerge from time-to-time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee the future results, levels of activity,
performance or events and circumstances described in the forward-looking statements will be achieved or occur. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
In addition, any forward-looking statements represent our estimates only as of the date that this prospectus is filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
USE OF PROCEEDS
The selling stockholder will receive all of the net proceeds from the sale of shares of our common stock offered pursuant to this prospectus. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. For information about the selling stockholder, see “Selling Stockholder.” Accordingly, we do not believe that the offering will cause any dilution to existing stockholders.
The selling stockholder will pay any underwriting discounts and commissions and expenses incurred by the selling stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholder in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants.
SELLING STOCKHOLDER
This prospectus covers 2,300,000 shares of our common stock that may be offered for resale by the selling stockholder, as set forth in the table below, in the manner contemplated under the section titled “Plan of Distribution” in this prospectus. The shares covered by this prospectus may be offered from time to time by the selling stockholder.
The following table sets forth information as of March 1, 2024 with respect to the ownership of our common stock by the selling stockholder. The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Percentage computations are based on 36,781,989 shares of our common stock outstanding as of December 31, 2023.
Information concerning the selling stockholder may change from time to time, and any changed information will be set forth in supplements to this prospectus or a post-effective amendment to the registration statement to which this prospectus relates if and when necessary. The selling stockholder may offer all, some or none of their shares of common stock. We cannot advise you as to whether the selling stockholder will in fact sell any or all of such shares of common stock. In addition, the selling stockholder may have sold or transferred, in transactions pursuant to this prospectus or otherwise, some or all of their shares since the date as of which the information is presented in the table below.
The address of each selling stockholder listed below is c/o the Company, 333 Bayview Avenue, Amityville, NY 11701.
|
Name of Selling Stockholder
|
|
|
Shares of Common Stock
Beneficially Owned Prior
to Offering
|
|
|
Shares of Common
Stock Being Offered
|
|
|
Shares Beneficially Owned
After Offering
|
|
| |
Shares
|
|
|
Percentage(1)
|
|
|
Shares
|
|
|
Percentage(1)
|
|
|
Richard L. Soloway
|
|
|
|
|
3,770,010(2) |
|
|
|
|
|
10.2% |
|
|
|
|
|
2,300,000 |
|
|
|
|
|
1,470,010 |
|
|
|
|
|
4.0% |
|
|
(1)
Based on 36,781,989 shares of our common stock outstanding on December 31, 2023.
(2)
Includes 64,000 shares of common stock issuable within 60 days of March 1, 2024 upon exercise of stock options held by Mr. Soloway and excludes 42,962 shares of common stock beneficially owned by Donna Soloway, who is a director of the Company and spouse of Mr. Soloway.
PLAN OF DISTRIBUTION
The selling stockholder may sell the securities from time to time pursuant to underwritten public offerings, “at-the-market” offerings, negotiated transactions, block trades or a combination of these methods. The selling stockholder may sell the securities to or through one or more underwriters or dealers (acting as principal or agent), through agents, or directly to one or more purchasers. The selling stockholder may distribute securities from time to time in one or more transactions:
•
at a fixed price or prices, which may be changed;
•
at market prices prevailing at the time of sale;
•
at prices related to such prevailing market prices; or
•
at negotiated prices.
A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:
•
the name or names of the underwriters, dealers or agents, if any;
•
the name of the selling stockholder, if any;
•
the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive from the sale;
•
any over-allotment or other options under which underwriters may purchase additional securities from us or the selling stockholder;
•
any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;
•
any public offering price;
•
any discounts or concessions allowed or reallowed or paid to dealers; and
•
any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts or commissions. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act. The selling stockholder may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this prospectus.
If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. The selling stockholder may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any option to purchase additional securities. If a dealer is used in the sale of securities, we, a selling stockholder, or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transaction. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time.
The selling stockholder may use underwriters, dealers or agents with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, dealer or agent, the nature of any such relationship.
The selling stockholder may sell securities directly or through underwriters or other agents we designate from time to time. We will name any underwriter or agent involved in the offering and sale of securities and we will describe any discounts and commissions payable to the underwriter or agent in the prospectus supplement. Unless the prospectus supplement states otherwise, the underwriter or agent will act on a best-efforts basis for the period of its appointment.
We may provide agents, underwriters and dealers with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents, underwriters or dealers may make with respect to these liabilities. Agents, underwriters and dealers, or their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business.
The selling stockholder may be deemed to be an underwriter under the Securities Act in connection with the securities that the selling stockholder resells and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act. If the selling stockholder is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, the selling stockholder will be subject to the prospectus delivery requirements of the Securities Act.
Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the option to purchase additional securities or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
DESCRIPTION OF CAPITAL STOCK
The description of our capital stock is incorporated by reference to Exhibit 4.10 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on September 8, 2023.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is considered to be a part of this prospectus, and the information that we file later with the SEC will automatically update and, where applicable, supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under such provisions until we sell all of the securities:
•
•
our Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 9, 2023 and the fiscal quarter ended December 31, 2023, filed with the SEC on February 5, 2024;
•
Notwithstanding the foregoing, unless specifically stated to the contrary, information that we furnish (and that is not deemed “filed” with the SEC) under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference into this prospectus or the registration statement of which this prospectus is a part.
Upon request, either orally or in writing, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing us at the following address: NAPCO Security Technologies, Inc., Chief Financial Officer, 333 Bayview Avenue, Amityville, New York 11701, telephone number (631) 842-9400.
You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on our website at www.napcosecurity.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.
This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. Our SEC filings, including the registration statement, are available to the public from the SEC’s website at www.sec.gov. We also make available free of charge on our website, www.napcosecurity.com, under “Investors/SEC Filings,” all materials that we file electronically with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.
This prospectus is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with SEC rules and regulations. For more detail about us and any securities that may be offered by this prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraphs.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon by Morgan, Lewis & Bockius LLP, Palo Alto, California. Any underwriters will also be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
Baker Tilly US, LLP, independent registered public accounting firm, has audited our consolidated financial statements, including the consolidated balance sheets as of June 30, 2023 and 2022, and the related consolidated statements of income, stockholders’ equity, and cash flows and related notes included in our Annual Report on Form 10-K for the three years in the period ended June 30, 2023 and the effectiveness of our internal control over financial reporting as of June 30, 2023 (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses), as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Baker Tilly US, LLP’s report, given on their authority as experts in accounting and auditing.
NAPCO SECURITY TECHNOLOGIES, INC.
2,300,000 Shares of Common Stock
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth an estimate of the fees and expenses, other than the underwriting discounts and commissions, payable by us in connection with the issuance and distribution of the securities being registered. The selling stockholder will not bear any portion of such costs and expenses. All the amounts shown are estimates.
| |
SEC registration fee
|
|
|
|
$ |
11,510.17 |
|
|
| |
Legal fees and expenses
|
|
|
|
$ |
*
|
|
|
| |
Accounting fees and expenses
|
|
|
|
$ |
*
|
|
|
| |
Miscellaneous expenses
|
|
|
|
$ |
*
|
|
|
| |
Total
|
|
|
|
|
— |
|
|
*
To the extent required, any applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.
Item 15. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which such person is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe such person’s conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
As permitted by the Delaware General Corporation Law, our certificate of incorporation and bylaws provide that: (1) we are required to indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law; (2) we may, in our discretion, indemnify our officers, employees and agents as set forth in the Delaware General Corporation Law; (3) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by our directors in connection with certain legal proceedings; (4) the rights conferred in the bylaws are not exclusive; and (5) we are authorized to enter into indemnification agreements with our directors, officers, employees and agents.
The registrant has obtained directors and officers insurance for the benefit of its directors and its officers.
The registrant has entered into indemnification agreements with certain directors and officers of the registrant. In general, these agreements provide that the registrant will indemnify the director or officer to the fullest extent permitted by law for claims arising in such person’s capacity as a director or officer of the registrant or in connection with their service at the registrant’s request for another corporation or entity. The
indemnification agreements also provide for procedures that will apply in the event that a director or officer makes a claim for indemnification and establish certain presumptions that are favorable to the director or officer.
Item 16. Exhibits
The Exhibits to this registration statement are listed in the Index to Exhibits beginning on page II-3.
Item 17. 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 registration 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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;
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(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 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 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 pursuant to the foregoing provisions, or otherwise, 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 by 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.
*
To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement, including a Current Report on Form 8-K.
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-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amityville, New York on the 5th day of March, 2024.
NAPCO SECURITY TECHNOLOGIES, INC.
By:
/s/ Kevin S. Buchel
Name:
Kevin S. Buchel
Title:
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin S. Buchel as true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable NAPCO Security Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, ratifying and confirming all that said attorney-in-fact and agent or such person’s substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| |
Signature
|
|
|
Capacity in which Signed
|
|
|
Date
|
|
| |
/s/ Richard L. Soloway
Richard L. Soloway
|
|
|
Chairman of the Board, Chief Executive Officer, President and Secretary and Director (Principal Executive Officer)
|
|
|
March 5, 2024
|
|
| |
/s/ Kevin S. Buchel
Kevin S. Buchel
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
March 5, 2024
|
|
| |
/s/ Paul Stephen Beeber
Paul Stephen Beeber
|
|
|
Director
|
|
|
March 5, 2024
|
|
| |
/s/ Rick Lazio
Rick Lazio
|
|
|
Director
|
|
|
March 5, 2024
|
|
| |
/s/ Donna Soloway
Donna Soloway
|
|
|
Director
|
|
|
March 5, 2024
|
|
| |
/s/ Robert Ungar
Robert Ungar
|
|
|
Director
|
|
|
March 5, 2024
|
|
| |
/s/ Andrew J. Wilder
Andrew J. Wilder
|
|
|
Director
|
|
|
March 5, 2024
|
|
| |
/s/ David A. Paterson
David A. Paterson
|
|
|
Director
|
|
|
March 5, 2024
|
|
Exhibit 5.1
March 5, 2024
NAPCO Security Technologies, Inc.
333 Bayview Avenue
Amityville, New York 11701
Ladies and Gentlemen:
You have requested our opinion, as counsel to
NAPCO Security Technologies, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection
with the offering of 2,300,000 shares (the “Shares”) of its common stock, par value $0.01, to be sold by the selling stockholder
(the “Selling Stockholder”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”),
to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the prospectus included in the
Registration Statement (the “Prospectus”).
In connection with this opinion letter, we have
examined and relied upon the Registration Statement and the Prospectus, the Company’s Amended and Restated Certificate of Incorporation,
and Amended and Restated Bylaws, as amended, each as currently in effect, and originals or copies certified to our satisfaction of such
other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
We have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of the documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all
documents submitted to us as copies.
As to any facts that are material to the opinions
hereinafter expressed that we did not independently establish or verify, we have relied without investigation upon a certificate of an
officer of the Company and the Selling Stockholder and have not independently verified such matters.
Our opinion is expressed only with respect to
the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject
matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or
regulation.
Except as specifically set forth herein, we have
not undertaken any independent investigation to determine the accuracy of facts material to any such statement or opinion, and no inference
as to such statement or opinion should be drawn from the fact of our representation of the Company.
Based upon and subject to the foregoing, and to
the limitations and qualifications described below, we are of the opinion that the Shares have been validly issued and are fully paid
and non-assessable.
Our opinion expressed above are subject to the
following additional limitations, exceptions, qualifications and assumptions:
This opinion letter is effective only as of the
date hereof. We do not assume responsibility for updating this opinion letter as of any date subsequent to its date, and we assume no
responsibility for advising you of any changes with respect to any matters described in this opinion letter that may occur, or facts that
may come to our attention, subsequent to the date hereof.
| |
Morgan, Lewis & Bockius llp |
|
| |
|
|
| |
1400 Page Mill Road
Palo Alto, CA 94304 |
 +1.650.843.4000 |
| |
United States |
 +1.650.843.4001 |
This opinion letter is furnished by us solely
for the benefit of the Company in connection with the transactions contemplated by the Registration Statement and may not be relied upon
by any person for any other purpose, nor may it be furnished to or relied upon by any other person or entity for any purpose whatsoever.
This opinion letter is not to be quoted in whole or in part or otherwise referred to or used, nor is it to be filed with any governmental
agency or any other person, without our express written consent.
Finally, we consent to the reference to our firm
under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion
as an exhibit to the Registration Statement.
/s/ Morgan, Lewis & Bockius LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in this Registration Statement
on Form S-3 and related Prospectus of Napco Security Technologies, Inc. (the Company) of our report dated September 8, 2023, with respect
to the consolidated financial statements of the Company and the effectiveness of internal control over financial reporting of the Company
(which report expresses an adverse opinion on the effectiveness of the Company's internal control over financial reporting because of
material weaknesses), included in its Annual Report on Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange
Commission. We also consent to the reference of our firm under the heading "Experts" in this Registration Statement.
/s/ Baker Tilly US, LLP
New York, New York
March 5, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
NAPCO SECURITY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount of
Registration
Fee |
| Fees to Be Paid |
Equity |
Common Stock, par value $0.01 per share |
457(c) |
2,300,000(1) |
$44.74(2) |
$102,902,000.00 |
0.00014760 |
$15,188.34 |
| |
Total Offering Amounts |
$102,902,000.00 |
— |
$15,188.34 |
| |
Total Fees Previously Paid |
— |
— |
— |
| |
Total Fee Offsets |
— |
— |
$3,678.17 |
| |
Net Fee Due |
— |
— |
$11,510.17 |
| |
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Consists of a maximum of 2,300,000 shares of common stock to be sold by the selling stockholder. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s shares of common stock (the “Common Stock”) in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on $44.74 per share, the average of the high and low prices of the Common Stock, as reported on the Nasdaq Global Select Market on February 29, 2024. |
Table 2: Fee Offset Claims and Sources
| |
Registrant
or Filer
Name |
Form
or
Filing
Type |
File
Number |
Initial
Filing
Date |
Filing
Date |
Fee
Offset
Claimed |
Security
Type
Associated
with Fee
Offset
Claimed |
Security
Title
Associated
with Fee
Offset
Claimed |
Unsold
Securities
Associated
with Fee
Offset
Claimed |
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed |
Fee
Paid
with
Fee
Offset
Source |
| Rule 457(p) |
| Fee Offset Claims |
NAPCO SECURITY TECHNOLOGIES, INC. |
S-3ASR |
333-267376 |
09/12/2022 |
|
$3,678.17 |
Common Stock, par value $0.01 per share |
(3) |
(3) |
(3) |
|
| Fee Offset Sources |
NAPCO SECURITY TECHNOLOGIES, INC. |
S-3ASR |
333-267376 |
|
09/12/2022 |
|
|
|
|
|
$3,678.17 |
| (3) |
On September 12, 2022, the registrant filed a registration statement on Form S-3ASR (File No. 333-267376) (the “Prior Registration Statement”), which registered a total of 3,830,449 shares of Common Stock to be sold by the selling stockholders identified therein, including a total of 3,671,526 shares of Common Stock (the “Selling Stockholder’s Shares”) that may be sold by Richard A. Soloway (the “Selling Stockholder”) from time to time in a secondary offering. A total of 1,371,526 of the Selling Stockholder’s Shares that were registered on the Prior Registration Statement remain unsold (the “Unsold Shares”). In connection with the Prior Registration Statement, the registrant previously paid an aggregate filing fee covering all shares registered thereunder in an amount equal to $10,272.55. The Company paid a filing fee of $3,678.17 with respect to the Unsold Shares under the Prior Registration Statement. The registrant hereby confirms that the offering that included the Unsold Shares has been completed.. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies the $3,678.17 registration fee previously paid with respect to the Unsold Shares to offset the registration fee shown in the table above. |
NAPCO Security Technolog... (NASDAQ:NSSC)
Historical Stock Chart
From Mar 2024 to Apr 2024
NAPCO Security Technolog... (NASDAQ:NSSC)
Historical Stock Chart
From Apr 2023 to Apr 2024
