NAPCO Security Technologies Announces Secondary Public Offering of 2,233,071 Shares of Common Stock

Rhea-AI Summary

NAPCO Security Technologies, Inc. (NASDAQ: NSSC) has announced a secondary public offering of 2,233,071 outstanding shares of common stock, owned by its Chairman and CEO, Richard L. Soloway. The offering includes an option for underwriters to purchase up to 334,961 additional shares. NAPCO will not receive proceeds from this sale, as it involves existing shares. Following the offering, Soloway will retain approximately 20% ownership of the company. The offering aims to enhance liquidity in NAPCO's common stock.

Positive

• Offering aims to increase liquidity of NAPCO's common stock.
• Richard L. Soloway will maintain a 20% ownership stake after the offering.

Negative

• No proceeds will be raised for the company; all sales are from existing shares.

AMITYVILLE, N.Y., Dec. 10, 2020 /PRNewswire/ -- NAPCO Security Technologies, Inc. (NASDAQ: NSSC) ("NAPCO"), one of the world's leading manufacturers and service providers of high-tech electronic security devices as well as a leading provider of school security and safety solutions, announced today that its Chairman of the Board and President and Chief Executive Officer, Richard L. Soloway (the "Selling Stockholder"), intends to offer and sell 2,233,071 outstanding shares of common stock beneficially owned by him in an underwritten secondary public offering.  Additionally, the Selling Stockholder intends to grant the underwriters a 30-day option to purchase from him up to an additional 334,961 shares of common stock. 

NAPCO is not issuing or selling any shares of common stock in the offering and therefore will not receive any of the proceeds from the sale of the outstanding shares of common stock beneficially owned by the Selling Stockholder.  Upon completion of the proposed secondary offering, and assuming full exercise by the underwriters of the option to purchase additional shares from the Selling Stockholder, the Selling Stockholder will continue to own approximately 20% of the issued and outstanding shares of common stock of NAPCO.

The Selling Stockholder is making this offering of outstanding shares owned by him to facilitate his personal financial planning and also to increase trading liquidity of NAPCO's common stock in the public market, without any dilution to existing stockholders.

B. Riley Securities, Inc. and Needham & Company, LLC are acting as joint book-runners for the offering.

The securities described above will be offered by the Selling Stockholder pursuant to an effective registration statement on Form S-3 (File No. 333-248078) previously filed by the company with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on August 24, 2020.  The securities may be offered only by means of a prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to and describing the offering will be filed with the SEC. Before you invest in securities of NAPCO, you should read the preliminary prospectus supplement and the accompanying prospectus, the registration statement and the other reports, statements and documents the Company has filed with the SEC for more complete information about the Company and the proposed offering. You may obtain copies of these documents free of charge by visiting the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained, when available, by contacting: B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, Virginia  22209, Attn: Prospectus Department, Email: prospectuses@brileyfin.com, Telephone: (703) 312-9580 or Needham & Company, LLC, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, Email: prospectus@needhamco.com, Telephone: (800) 903-3268.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About NAPCO Security Technologies, Inc.

NAPCO Security Technologies, Inc., is one of the world's leading manufacturers and service providers of high-tech electronic security devices as well as a leading provider of school safety solutions. The Company consists of four Divisions: NAPCO, plus three wholly-owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. Headquartered in Amityville, New York, its products are installed by tens of thousands of security professionals worldwide in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for innovation, technical excellence and reliability, positioning the Company for growth in the multi-billion dollar and rapidly expanding electronic security market. For additional information on NAPCO, please visit the Company's web site at http://www.napcosecurity.com.

Safe Harbor Statement

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, but are not limited to, statements relating to the proposed secondary public offering, the exercise of the option to purchase additional shares and the purpose of the proposed secondary public offering.  Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those risk factors set forth in the Company's filings with the Securities and Exchange Commission, such as our annual report on Form 10-K and quarterly reports on Form 10-Q. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and the Company undertakes no duty to update such information, except as required under applicable law.

Contacts:
Patrick McKillop
Director of Investor Relations
NAPCO Security Technologies, Inc.
OP: 800-645-9445 x 374
CP: 516-404-3597
pmckillop@napcosecurity.com

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SOURCE NAPCO Security Technologies, Inc.

FAQ

What is the purpose of NAPCO's secondary public offering of NSSC shares?

The offering aims to facilitate personal financial planning for Richard L. Soloway and increase the trading liquidity of NAPCO's common stock.

How many shares are being offered in NAPCO's secondary offering?

A total of 2,233,071 shares of common stock are being offered, with an option for additional purchase of 334,961 shares.

Will NAPCO receive any proceeds from the secondary public offering?

No, NAPCO will not receive any proceeds from the offering as it consists solely of existing shares owned by the Selling Stockholder.

What percentage of the company will Richard L. Soloway own after the offering?

After the offering, Richard L. Soloway will continue to own approximately 20% of the issued and outstanding shares of common stock of NAPCO.