UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Silent Witness Enterprises Ltd.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
826906307
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(CUSIP Number)
Thomas F. Larkins, Esq.
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
(973) 455-2000
With a Copy to:
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 10, 2003
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(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 ss.240.13d-7(b)
for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 903898401
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HONEYWELL INTERNATIONAL INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A (1)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 925,690 (2)
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 925,690 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,690 (2)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9 %
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) See Item 3 hereof.
(2) See Items 4 and 5 hereof.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
common shares ("Company Common Shares") of Silent Witness Enterprises Ltd.,
a company incorporated under the laws of British Columbia, Canada (the
"Company"). The principal executive offices of the Company are located at
6554 - 176 Street, Surrey, British Columbia, V3S 4G5.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is filed by Honeywell International Inc., a
Delaware corporation ("Honeywell"). Honeywell is a diversified technology
and manufacturing company, serving customers worldwide with aerospace
products and services, control technologies for buildings, homes and
industry, automotive products, specialty chemicals, fibers and electronic
and advanced materials. The principal business offices of Honeywell are
located at 101 Columbia Road, Morristown, New Jersey 07962.
(d)-(e) During the five years prior to the date hereof, neither
Honeywell nor, to the best of its knowledge, any executive officer or
director of Honeywell (each of whom is listed on Exhibit 1 attached hereto
and incorporated herein by reference), (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 10, 2003, Honeywell entered into Deposit Agreements (the
"Deposit Agreements") with the following shareholders of the Company
(collectively, the "Shareholders"): Rob Bakshi, Vinod Bakshi and Opinder
Singh Gill. The Deposit Agreements are attached hereto as Exhibits 2, 3 and
4 and incorporated herein by reference. The Company Common Shares to which
this Schedule 13D relates have not been purchased by Honeywell, and neither
Honeywell nor any of the other persons listed in response to Item 2 hereof
has paid to any Shareholder any funds in connection with the Deposit
Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
On October 10, 2003, Honeywell and the Company entered into a Support
Agreement (the "Support Agreement") whereby, among other things, Honeywell
agreed to cause 678669 B.C. Ltd., a corporation incorporated under the laws
of British Columbia, Canada and an indirect wholly-owned subsidiary of
Honeywell (the "Offeror"), to make an offer (the "Offer") to purchase all
the outstanding Company Common Shares, including Company Common Shares
issuable upon the conversion, exchange or exercise of any (i) options to
acquire Company Common Shares and (ii) other rights, warrants or
entitlements to acquire Company Common Shares, at a price of Cdn. $11.27 in
cash per Company Common Share, subject to the terms and conditions set
forth in the Support Agreement.
Pursuant to the terms of the Support Agreement, Honeywell and the
Offeror agreed that, upon the Company Common Shares being taken up and paid
for under the Offer, the Offeror shall acquire the Company Common Shares
not deposited under the Offer pursuant to the compulsory acquisition
provisions of Section 255 of the Company Act (British Columbia), as the
same may be amended or re-enacted or any successor legislation thereto (the
"Act"), if permitted to do so under the Act. If the Offeror is unable to
use such compulsory acquisition provision, the Offeror will propose an
alternate arrangement, which may include, without limitation, a statutory
arrangement, amalgamation, merger, or other combination ("Second-Step
Transaction") of the Company with the Offeror or an affiliate of the
Offeror within 180 days after the Offeror takes up and pays for Company
Common Shares under the Offer on terms and conditions to be determined by
the Offeror, provided that the Offeror agrees that if any Second-Step
Transaction is effected it will provide that the holders of any Company
Common Shares, other than Honeywell and the Offeror, shall be entitled to
receive consideration per share in cash or the right to receive cash within
35 days following the approval of the Second-Step Transaction at least
equal to the amount paid per share under the Offer.
Simultaneously with the execution and delivery of the Support
Agreement, Honeywell entered into the Deposit Agreements with the
Shareholders pursuant to which each Shareholder has agreed to deposit under
the Offer: (i) all Company Common Shares that are presently owned
beneficially by such Shareholder, (ii) all Company Common Shares, if any,
issued upon the exercise of certain stock options or any other rights
convertible or exercisable for Company Common Shares held by the
Shareholder, and (iii) any Company Common Shares subsequently acquired by
the Shareholder, together with a duly completed and executed letter of
transmittal. The Shareholders have also granted Honeywell an irrevocable
proxy to vote each Shareholder's Company Common Shares in furtherance of
such Shareholder's obligation's under his or her respective Deposit
Agreement and the Company's obligations under the Support Agreement during
the term of the respective Deposit Agreement.
Based on their respective representations in the Deposit Agreements,
as of October 10, 2003, the Shareholders owned the following securities in
the Company: (i) Rob Bakshi - 274,836 Company Common Shares and options to
purchase 312,500 Company Common Shares; (ii) Vinod Bakshi - 256,654 Company
Common Shares; and (iii) Opinder Singh Gill - 81,700 Company Common Shares
and 33,750 share appreciation rights to receive cash payment based on the
price of the Company Common Shares or the right to receive Company Common
Shares of equivalent value (the securities in the foregoing clauses (i)
through (iii), together with any additional securities of the Company
acquired by any Shareholder on or after October 10, 2003 and before the
termination of the Deposit Agreement, collectively referred to herein as
the "Company Securities"). Further, Mr. Gill has covenanted to exercise all
share appreciation rights for cash payment to the extent permitted under
the plan of the Company governing the share appreciation rights and,
accordingly, the Common Shares that would be obtained by Mr. Gill upon the
exercise of the share appreciation rights has, as indicated in Footnote
(3), not been included in the calculation of Company Common Shares in Item
5 of this Schedule 13D.
The Deposit Agreements also provide, among other things that each
Shareholder: (i) will notify the Offeror within 24 hours of becoming aware
of a proposal which, if made in writing, could constitute a Competing
Proposal including the identity of any prospective offeror and the person
making the Competing Proposal; (ii) will not option, sell, transfer,
pledge, encumber, grant a security interest in, hypothecate or otherwise
convey the Shareholder's Company Securities, or any right or interest
therein (legal or equitable), to any person, entity or group or agree to do
any of the foregoing; (iii) will not grant or agree to grant any proxy or
other right to vote the Shareholder's Company Securities, or enter into any
voting trust, vote pooling or other agreement with respect to the right to
vote, call meetings of shareholders or give consents or approvals of any
kind as to the Shareholder's Company Securities; (iv) will exercise the
voting rights attaching to the Shareholder's Company Securities and
otherwise use its best efforts to cause the Company to comply with its
obligations under the Support Agreement; (v) will not purchase or obtain or
enter into any agreement or right to purchase any additional Company Common
Shares; (vi) if applicable, will resign as a director of the Company
effective at the time and in the manner requested by Honeywell, after the
Offeror takes up and pays for the Shareholder's Company Securities; and
(vii) will not take, and shall not authorize or permit any investment
banker, financial advisor, attorney, accountant or other representative of
his to take, any action of any kind, indirectly or directly, to oppose,
frustrate or delay the take up and payment of the Company Common Shares
deposited under the Offer or the completion of the Offer, including but not
limited to any action to solicit, initiate, knowingly assist or knowingly
encourage inquiries, submissions, proposals or offers from any other
person, entity or group, and will cease immediately and not continue in any
discussions or negotiations the Shareholder is carrying on regarding, or
furnish to any other person, entity or group, any confidential, non-public
information with respect to, any Competing Proposal (as such term is
defined in the Support Agreement). Notwithstanding the foregoing, nothing
contained in the Deposit Agreements shall: (A) prevent a Shareholder, in
his capacity as a director or officer of the Company, if applicable, from
engaging in discussions or negotiations with a third party or providing
information in respect of, or otherwise responding to, or negotiating,
approving and recommending to holders of Company Common Shares, an
unsolicited bona fide Competing Proposal if the Board of Directors of the
Company has determined in good faith that such proposal may constitute or
lead to a Superior Proposal (as such term is defined in the Support
Agreement) or that such action is otherwise required by reason of the
fiduciary duties of the directors of the Company under applicable law, or
(B) preclude the Shareholder, in his capacity as a director or officer of
the Company, from responding, within the time and manner required by the
applicable laws, to any take over bid or any business combination or
similar transaction involving the Company or any of its subsidiaries or
assets or tender or exchange offer made for the Company Common Shares.
The Deposit Agreements are each terminable by the Shareholders if: (i)
the Offer has not been made as provided in the Support Agreement; (ii) the
Offer does not substantially conform with the description in the Support
Agreement or the provisions of such Deposit Agreement; (iii) Company Common
Shares deposited under the Offer (including the Shareholder's Company
Securities) have not, for any reason whatsoever, been taken up and paid for
on or before the end of the tenth day following the expiry of the Offer;
(iv) the Offer is abandoned by the Offeror; (v) the Support Agreement is
terminated in accordance with its terms; and (vi) subject to certain
conditions, after January 31, 2004, the Offeror has not purchased any
Company Common Shares pursuant to the Offer, other than as a result of the
material breach by such Shareholder of any material covenant or obligation
under the Deposit Agreement or as a result of any representation or
warranty of a Shareholder in the Deposit Agreement being untrue or
incorrect in any material respect.
The Deposit Agreements are each terminable by Honeywell if: (i) a
Shareholder has not complied in all material respects with his or her
covenants to Honeywell contained therein; (ii) any of the representations
and warranties of a Shareholder contained therein is untrue or inaccurate;
(iii) the Company has not complied in all material respects with its
covenants to Honeywell under the Support Agreement; (iv) the conditions in
Exhibit II of the Support Agreement are not satisfied or waived by the
Offeror on or prior to the expiry of the Offer; or (v) the Support
Agreement is terminated.
The foregoing summary of the Deposit Agreements and the Support
Agreement is qualified in its entirety by reference to the Deposit
Agreements, which are attached hereto as Exhibits 2, 3 and 4, and the
Support Agreement, which is attached hereto as Exhibit 5 and incorporated
herein by reference.
Except as indicated in this Schedule 13D, Honeywell currently has no
specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a)-(c) As a result of entering into the Deposit Agreements, Honeywell
may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act"), to share with the respective Shareholders
party to the Deposit Agreement the direct or indirect power to vote, direct
the voting of, dispose of, or direct the disposal of, an aggregate of
925,690 Company Common Shares (3). Company Common Shares (including the
options) collectively represent approximately 11.9% of the issued and
outstanding Company Common Shares, including those Company Common Shares
issuable upon the exercise of options held by Mr. Bakshi. The foregoing
calculations assume that 7,468,541 Company Common Shares were outstanding
on October 10, 2003 (excluding 549,900 Company Common Shares which are held
by the Company and have not been cancelled), as represented by the Company
in the Support Agreement.
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(3) This number includes the options owned by Mr. Bakshi; however, to date
such options remain unexercised and Honeywell has no right to direct
the exercise of any of them. Honeywell may be deemed for purposes of
Rule 13d-3 under the Exchange Act to share with Mr. Bakshi the direct
or indirect power to vote, direct the voting of, dispose of, or direct
the disposal of any Company Common Shares resulting from the exercise
of any of such options. This number excludes the share appreciation
rights owned by Mr. Gill.
Notwithstanding the foregoing, however, Honeywell (i) is not entitled
to any rights as a shareholder of the Company with respect to the Company
Securities covered by this Schedule 13D and (ii) has no direct or indirect
power to vote, direct the voting of, dispose of, or direct the disposal of,
any of the Company Common Shares covered by this Schedule 13D other than
pursuant to the Deposit Agreements. Honeywell does not directly own any
Company Common Shares. Honeywell hereby disclaims beneficial ownership of
all Company Common Shares (including those covered by this Schedule 13D,
which, for the avoidance of doubt, include any Company Common Shares
resulting from the exercise of any of the options or share appreciation
rights), and nothing contained in this Schedule 13D shall be construed as
an admission that any such person is, for the purposes of Section 13(d) or
13(g) of the Exchange Act or otherwise, the beneficial owner of any
securities covered by this Schedule 13D.
Except as set forth herein, no transactions involving Company Common
Shares have been effected during the past 60 days by Honeywell or any of
its respective directors or executive officers.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Except as described in this Schedule 13D, neither Honeywell nor any
executive officer or director of Honeywell has any other contracts,
arrangements, understandings or relationships with any persons with respect
to any securities of the Company. The transactions discussed in Item 4 are
further described in the Deposit Agreements, which are attached hereto as
Exhibits 2, 3 and 4 and the Support Agreement, which is attached hereto as
Exhibit 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 List of Executive Officers and Directors of Honeywell.
Exhibit 2 Deposit Agreement, dated as of October 10, 2003,
between Honeywell and Rob Bakshi.
Exhibit 3 Deposit Agreement, dated as of October 10, 2003, between
Honeywell and Vinod Bakshi.
Exhibit 4 Deposit Agreement, dated as of October 10, 2003,
between Honeywell and Opinder Singh Gill.
Exhibit 5 Support Agreement, dated as of October 10, 2003,
between Honeywell and the Company.
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.
HONEYWELL INTERNATIONAL INC.
By: /s/ Thomas F. Larkins
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Name: Thomas F. Larkins
Title: Vice President and Corporate
Secretary
Dated: October 20, 2003
EXHIBIT INDEX
Document
Exhibit 1 -- List of Executive Officers and Directors of Honeywell.
Exhibit 2 -- Deposit Agreement, dated as of October 10, 2003, between
Honeywell and Rob Bakshi.
Exhibit 3 -- Deposit Agreement, dated as of October 10, 2003, between
Honeywell and Vinod Bakshi.
Exhibit 4 -- Deposit Agreement, dated as of October 10, 2003, between
Honeywell and Opinder Singh Gill.
Exhibit 5 -- Support Agreement, dated as of October 10, 2003, between
Honeywell and the Company.