SEC Form S-3ASR filed by NAPCO Security Technologies Inc.
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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Delaware
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11-2277818
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Amityville, New York 11701
(631) 842-9400
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
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)
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
(650) 843-7263
| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
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Name of Selling Stockholder
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Shares of Common Stock
Beneficially Owned Prior to Offering |
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Shares of Common
Stock Being Offered |
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Shares Beneficially Owned
After Offering |
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Shares
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Percentage(1)
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Shares
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Percentage(1)
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Richard L. Soloway
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| | | | 3,770,010(2) | | | | | | 10.2% | | | | | | 2,300,000 | | | | | | 1,470,010 | | | | | | 4.0% | | |
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SEC registration fee
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| | | $ | 11,510.17 | | |
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Legal fees and expenses
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| | | $ | * | | |
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Accounting fees and expenses
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| | | $ | * | | |
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Miscellaneous expenses
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Total
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| | | | — | | |
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Exhibit
Number |
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Description of Exhibits
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1.1*
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| | Form of Underwriting Agreement. | |
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3.1
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| | Certificate of Incorporation as amended (filed as Exhibit-3.(ii) to Report on Form 10-K (Commission file No. 0-10004) for the fiscal year ended June 30, 2011 and incorporated herein by reference). | |
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3.2
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| | Amendment to the Amended and Restated Certificate of Incorporation (filed as Exhibit 3.(iv) to Report on Form 8-K (Commission file No. 0-10004) filed on December 7, 2021 and incorporated herein by reference). | |
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3.3
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| | Second Amended and Restated By-Laws (filed as Exhibit 10.3 to Report on Form 8-K (Commission file No. 0-10004) filed on September 8, 2020 and incorporated herein by reference). | |
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5.1
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23.1
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23.2
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24.1
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107
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| | Filing Fee Table. | |
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Signature
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Capacity in which Signed
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Date
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/s/ Richard L. Soloway
Richard L. Soloway
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Chairman of the Board, Chief Executive Officer, President and Secretary and Director (Principal Executive Officer)
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March 5, 2024
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/s/ Kevin S. Buchel
Kevin S. Buchel
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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March 5, 2024
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/s/ Paul Stephen Beeber
Paul Stephen Beeber
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Director
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March 5, 2024
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/s/ Rick Lazio
Rick Lazio
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Director
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March 5, 2024
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/s/ Donna Soloway
Donna Soloway
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Director
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March 5, 2024
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/s/ Robert Ungar
Robert Ungar
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Director
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March 5, 2024
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/s/ Andrew J. Wilder
Andrew J. Wilder
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Director
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March 5, 2024
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/s/ David A. Paterson
David A. Paterson
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Director
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March 5, 2024
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