NAPCO Security Technologies Announces Secondary Public Offering of Shares of Common Stock

Rhea-AI Summary

NAPCO Security Technologies (NASDAQ: NSSC) announced a secondary public offering of common stock by its Chairman and CEO, Richard L. Soloway, and CFO Kevin S. Buchel. The sale will not involve the issuance of new shares by NAPCO, meaning no dilution for existing shareholders. The underwriters have a 30-day option to buy additional shares at the public offering price. Renowned firms Needham & Company and William Blair & Company are joint book-runners for this offering. This transaction is conducted under a previously effective SEC registration statement, and NAPCO will not receive any proceeds from the sale.

Positive

• No dilution for existing shareholders due to the offering.
• Joint book-runners are reputable firms, enhancing credibility.

Negative

• None.

AMITYVILLE, N.Y., Feb. 8, 2023 /PRNewswire/ -- NAPCO Security Technologies, Inc. (NASDAQ: NSSC), one of the leading manufacturers and designers of high-tech electronic security devices, wireless recurring communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions, announced today that its Chairman of the Board and President and Chief Executive Officer, Richard L. Soloway, and Chief Financial Officer and Executive Vice President of Operations, Kevin S. Buchel (each, a "Selling Stockholder" and together, the "Selling Stockholders"), intend to offer and sell shares of common stock beneficially owned by them in an underwritten secondary public offering.  The Selling Stockholders expect to grant the underwriters a 30-day option to purchase additional shares of common stock at the public offering price, less underwriting discounts and commissions. 

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 by the Selling Stockholders, and the offering will not result in dilution to existing stockholders. 

Needham & Company, LLC and William Blair & Company, L.L.C. are acting as joint book-runners for the offering.

The securities described above will be offered by the Selling Stockholders pursuant to an effective registration statement on Form S-3ASR (File No. 333-267376) previously filed by the Company with the Securities and Exchange Commission (the "SEC") and became automatically effective on September 12, 2022.  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: Needham & Company, LLC, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, Email: prospectus@needhamco.com, Telephone: (800) 903-3268 or William Blair & Company, L.L.C. 150 N. Riverside Plaza, Chicago, Illinois 60606 Attn: Prospectus Department, Email: prospectus@williamblair.com, Telephone: (800) 621-0687.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be 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 and the exercise of the option to purchase additional shares.  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
Vice President 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 the secondary public offering by NSSC?

The secondary public offering aims to allow Selling Stockholders to sell shares without issuing new stock, thus avoiding dilution.

Who are the Selling Stockholders in NSSC's offering?

The Selling Stockholders are Richard L. Soloway, Chairman and CEO, and Kevin S. Buchel, CFO.

When was the NSSC secondary public offering announced?

The offering was announced on February 8, 2023.

What impact will NSSC's secondary public offering have on shareholders?

The offering will not dilute existing shareholders, as NSSC is not issuing new shares.

Which firms are book-runners for NSSC's secondary public offering?

Needham & Company and William Blair & Company are the joint book-runners.