SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                            Alarmguard Holdings, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   May 1, 1997
                ------------------------------------------------
                Date of Report (Date of earliest event reported)

              Delaware              001-08138           33-0318116
      -----------------------------------------------------------------
       (State or other juris-       (Commission       (I.R.S. employer
      diction of incorporation     file number)     identification no.)

          125 Frontage Road, Orange, Connecticut           06477
      -----------------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

                                 (203) 795-9000
      -----------------------------------------------------------------
              (Registrant's telephone number, including area code)

      -----------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

Item 2.     Acquisition or Disposition of Assets

      On May 1, 1997, Security Systems Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Registrant ("SSH"), acquired (the
"Acquisition") all of the outstanding capital stock of Protective Alarms, Inc.,
a Connecticut corporation ("Pro"), from Steven Levine, Fritzie Levine and the
other existing stockholders of Pro (collectively, the "Sellers") pursuant to a
Stock Purchase and Sale Agreement, dated as of December 20, 1996, as amended
(the "Stock Purchase Agreement"), among SSH and the Sellers. In addition, on May
1, 1997, immediately after the consummation of the Acquisition, Pro was merged
with and into Alarmguard, Inc., a Delaware corporation and a wholly-owned
subsidiary of SSH.

      Pro (together with its subsidiary, "Protective Alarms") is a security
alarm installation and monitoring company doing business primarily in
Connecticut and Westchester County, New York, that provides security equipment
and monitoring services to homeowners and businesses. In addition, Protective
Alarms specializes in providing security and monitoring services to businesses
with multiple locations, under the name "Pro National," primarily in the
Northeastern United States. On May 1, 1997, Protective Alarms had approximately
9,000 alarm subscribers and approximately $400,000 of monthly recurring revenue
("MRR"). (MRR means monthly recurring revenue that a company is entitled to
receive under contracts in effect at the end of such period. MRR is a term
commonly used in the security alarm industry as a measure of the size of a
company. It does not measure profitability or performance, and does not include
any allowance for future subscriber attrition or for uncollectible accounts
receivable.)

      At the closing of the Acquisition (the "Closing"), SSH paid to the
Sellers, as the purchase price for the Pro stock, (i) $14,339,014 in cash (which
included $250,000 previously paid as a cash deposit) and (ii) a promissory note
in the amount of $1,755,000, bearing interest at the rate of 10% per annum and
secured by an irrevocable letter of credit, due upon the completion of certain
post-closing adjustments to the purchase price based upon a review of the value
of Protective Alarm's assets as of the Closing. In addition, SSH repaid at the
Closing an aggregate of $1,488,955 of Protective Alarms' bank and other
third-party debt. Pursuant to the Stock Purchase Agreement, SSH also paid to the
Seller at the Closing $1.3 million in additional consideration as an advance on
amounts payable to the Sellers upon the installation, during the 12 month period
following the Closing, of alarm monitoring systems under national account
contracts which are in effect as of the Closing. Additional amounts to be paid
with respect to such installations will not exceed $1.6 million.

      Pursuant to the Stock Purchase Agreement, the Sellers have agreed to
indemnify SSH and Alarmguard, Inc. against losses due to breaches of
representations or covenants contained in the Stock Purchase Agreement or due to
liabilities to third parties arising prior to the Closing. In connection with
the Closing, Alarmguard, Inc. entered into a one-year employment agreement (the
"Employment Agreement") with Steven Levine, and each of the Sellers entered into
a non-compete agreement (the "Non-Compete Agreement") with SSH. In addition,
Alarmguard, Inc. entered into


                                      -1-
<PAGE>

a five year lease agreement (the "Lease Agreement") with a partnership, one of
whose partners is Steven Levine.

      The purchase price for the Pro stock and the repayment of Protective
Alarm's third-party debt at the Closing was funded with cash balances of the
Registrant and with borrowings under Alarmguard Inc.'s senior secured revolving
credit facility with the Bank of Boston Connecticut, General Electric Capital
Corporation and IBJ Schroeder Bank & Trust Company. The amount of the purchase
price was based primarily on Protective Alarm's MRR as of the date of Closing
and was determined in arm's-length negotiations between SSH and the Sellers. The
acquisition will be accounted for under the purchase method of accounting,
whereby the purchase price will be allocated to the assets acquired and
liabilities assumed based on their relative fair values on the date of Closing.

      The Stock Purchase Agreement, the Employment Agreement, the Non-Compete
Agreement and the Lease Agreement are filed as exhibits to this Report on Form
8-K and are incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Financial Statements of Business Acquired.

            It is impracticable at this time to file the required financial
      statements for the acquired business. The Registrant will file such
      financial statements as soon as practicable, but not later than 60 days
      after the date on which this Report on Form 8-K is required to be filed.

      (b)   Pro Forma Financial Information.

            It is impracticable to provide the required pro forma financial
      statements for the acquired business. The Registrant will file such
      financial statements as soon as practicable, but not later than 60 days
      after the date on which this Report on Form 8-K is required to be filed.


                                      -2-
<PAGE>

      (c)   Exhibits.

      Number            Exhibit

      2.1               Stock Purchase Agreement, dated December 20, 1996,
                        between Security Systems Holdings, Inc. and the Sellers
                        (restated to reflect the Amendment to Stock Purchase
                        Agreement dated as of February 28, 1997) (incorporated
                        by reference to Exhibit 10.26 to the Registration
                        Statement on Form S-4 (file No. 333-23307) of the
                        Registrant).

      2.2               Amendment No. 2 to Stock Purchase Agreement, dated May
                        1, 1997.

      2.3               Employment Agreement, between Alarmguard, Inc. and
                        Steven Levine, dated May 1, 1997.

      2.4               Non-Compete Agreement between Security Systems Holdings,
                        Inc. and the Sellers, dated as of May 1, 1997.

      2.5               Lease Agreement between One River Associates and
                        Alarmguard, Inc., dated April 30, 1997.


                                      -3-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    ALARMGUARD HOLDINGS, INC.

Dated:  May 15, 1997                By:/s/David Heidecorn
                                       ------------------------------------
                                       Name:  David Heidecorn
                                       Title: Executive Vice President & Chief
                                              Financial Officer


                                      -4-
<PAGE>

                                 EXHIBIT INDEX

Exhibit
No.       Exhibit

2.1       Stock Purchase Agreement, dated December 20, 1996, between Security
          Systems Holdings, Inc. and the Sellers (restated to reflect the
          Amendment to Stock Purchase Agreement dated as of February 28, 1997)
          (incorporated by reference to Exhibit 10.26 to the Registration
          Statement on Form S-4 (file No. 333-23307) of the Registrant).

2.2       Amendment No. 2 to Stock Purchase Agreement, dated May 1, 1997.

2.3       Employment Agreement, between Alarmguard, Inc. and Steven Levine,
          dated May 1, 1997.

2.4       Non-Compete Agreement between Security Systems Holdings, Inc. and
          the Sellers, dated as of May 1, 1997.

2.5       Lease Agreement between One River Associates and Alarmguard, Inc.,
          dated April 30, 1997.
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{"company-data": {"conformed-name": "ALARMGUARD HOLDINGS INC", "cik": "0000319250", "assigned-sic": "5900", "irs-number": "330318116", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08138", "film-number": "97609405"}, "business-address": {"street1": "125 FRONTAGE ROAD", "street2": "STE 1880", "city": "ORANGE", "state": "CT", "zip": "06477", "phone": "6192311818"}, "mail-address": {"street1": "125 FRONTAGE ROAD", "street2": "STE 1880", "city": "ORANGE", "state": "CT", "zip": "06477"}, "former-company": {"former-conformed-name": "TRITON GROUP LTD", "date-changed": "19950328"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                            Alarmguard Holdings, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   May 1, 1997
                ------------------------------------------------
                Date of Report (Date of earliest event reported)

              Delaware              001-08138           33-0318116
      -----------------------------------------------------------------
       (State or other juris-       (Commission       (I.R.S. employer
      diction of incorporation     file number)     identification no.)

          125 Frontage Road, Orange, Connecticut           06477
      -----------------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

                                 (203) 795-9000
      -----------------------------------------------------------------
              (Registrant's telephone number, including area code)

      -----------------------------------------------------------------
         (Former name or former address, if changed since last report)
Item 2.     Acquisition or Disposition of Assets

      On May 1, 1997, Security Systems Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Registrant ("SSH"), acquired (the
"Acquisition") all of the outstanding capital stock of Protective Alarms, Inc.,
a Connecticut corporation ("Pro"), from Steven Levine, Fritzie Levine and the
other existing stockholders of Pro (collectively, the "Sellers") pursuant to a
Stock Purchase and Sale Agreement, dated as of December 20, 1996, as amended
(the "Stock Purchase Agreement"), among SSH and the Sellers. In addition, on May
1, 1997, immediately after the consummation of the Acquisition, Pro was merged
with and into Alarmguard, Inc., a Delaware corporation and a wholly-owned
subsidiary of SSH.

      Pro (together with its subsidiary, "Protective Alarms") is a security
alarm installation and monitoring company doing business primarily in
Connecticut and Westchester County, New York, that provides security equipment
and monitoring services to homeowners and businesses. In addition, Protective
Alarms specializes in providing security and monitoring services to businesses
with multiple locations, under the name "Pro National," primarily in the
Northeastern United States. On May 1, 1997, Protective Alarms had approximately
9,000 alarm subscribers and approximately $400,000 of monthly recurring revenue
("MRR"). (MRR means monthly recurring revenue that a company is entitled to
receive under contracts in effect at the end of such period. MRR is a term
commonly used in the security alarm industry as a measure of the size of a
company. It does not measure profitability or performance, and does not include
any allowance for future subscriber attrition or for uncollectible accounts
receivable.)

      At the closing of the Acquisition (the "Closing"), SSH paid to the
Sellers, as the purchase price for the Pro stock, (i) $14,339,014 in cash (which
included $250,000 previously paid as a cash deposit) and (ii) a promissory note
in the amount of $1,755,000, bearing interest at the rate of 10% per annum and
secured by an irrevocable letter of credit, due upon the completion of certain
post-closing adjustments to the purchase price based upon a review of the value
of Protective Alarm's assets as of the Closing. In addition, SSH repaid at the
Closing an aggregate of $1,488,955 of Protective Alarms' bank and other
third-party debt. Pursuant to the Stock Purchase Agreement, SSH also paid to the
Seller at the Closing $1.3 million in additional consideration as an advance on
amounts payable to the Sellers upon the installation, during the 12 month period
following the Closing, of alarm monitoring systems under national account
contracts which are in effect as of the Closing. Additional amounts to be paid
with respect to such installations will not exceed $1.6 million.

      Pursuant to the Stock Purchase Agreement, the Sellers have agreed to
indemnify SSH and Alarmguard, Inc. against losses due to breaches of
representations or covenants contained in the Stock Purchase Agreement or due to
liabilities to third parties arising prior to the Closing. In connection with
the Closing, Alarmguard, Inc. entered into a one-year employment agreement (the
"Employment Agreement") with Steven Levine, and each of the Sellers entered into
a non-compete agreement (the "Non-Compete Agreement") with SSH. In addition,
Alarmguard, Inc. entered into

                                      -1-
a five year lease agreement (the "Lease Agreement") with a partnership, one of
whose partners is Steven Levine.

      The purchase price for the Pro stock and the repayment of Protective
Alarm's third-party debt at the Closing was funded with cash balances of the
Registrant and with borrowings under Alarmguard Inc.'s senior secured revolving
credit facility with the Bank of Boston Connecticut, General Electric Capital
Corporation and IBJ Schroeder Bank & Trust Company. The amount of the purchase
price was based primarily on Protective Alarm's MRR as of the date of Closing
and was determined in arm's-length negotiations between SSH and the Sellers. The
acquisition will be accounted for under the purchase method of accounting,
whereby the purchase price will be allocated to the assets acquired and
liabilities assumed based on their relative fair values on the date of Closing.

      The Stock Purchase Agreement, the Employment Agreement, the Non-Compete
Agreement and the Lease Agreement are filed as exhibits to this Report on Form
8-K and are incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Financial Statements of Business Acquired.

            It is impracticable at this time to file the required financial
      statements for the acquired business. The Registrant will file such
      financial statements as soon as practicable, but not later than 60 days
      after the date on which this Report on Form 8-K is required to be filed.

      (b)   Pro Forma Financial Information.

            It is impracticable to provide the required pro forma financial
      statements for the acquired business. The Registrant will file such
      financial statements as soon as practicable, but not later than 60 days
      after the date on which this Report on Form 8-K is required to be filed.

                                      -2-
(c)   Exhibits.

      Number            Exhibit

      2.1               Stock Purchase Agreement, dated December 20, 1996,
                        between Security Systems Holdings, Inc. and the Sellers
                        (restated to reflect the Amendment to Stock Purchase
                        Agreement dated as of February 28, 1997) (incorporated
                        by reference to Exhibit 10.26 to the Registration
                        Statement on Form S-4 (file No. 333-23307) of the
                        Registrant).

      2.2               Amendment No. 2 to Stock Purchase Agreement, dated May
                        1, 1997.

      2.3               Employment Agreement, between Alarmguard, Inc. and
                        Steven Levine, dated May 1, 1997.

      2.4               Non-Compete Agreement between Security Systems Holdings,
                        Inc. and the Sellers, dated as of May 1, 1997.

      2.5               Lease Agreement between One River Associates and
                        Alarmguard, Inc., dated April 30, 1997.

                                      -3-
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    ALARMGUARD HOLDINGS, INC.

Dated:  May 15, 1997                By:/s/David Heidecorn
                                       ------------------------------------
                                       Name:  David Heidecorn
                                       Title: Executive Vice President & Chief
                                              Financial Officer

                                      -4-
EXHIBIT INDEX

Exhibit
No.       Exhibit

2.1       Stock Purchase Agreement, dated December 20, 1996, between Security
          Systems Holdings, Inc. and the Sellers (restated to reflect the
          Amendment to Stock Purchase Agreement dated as of February 28, 1997)
          (incorporated by reference to Exhibit 10.26 to the Registration
          Statement on Form S-4 (file No. 333-23307) of the Registrant).

2.2       Amendment No. 2 to Stock Purchase Agreement, dated May 1, 1997.

2.3       Employment Agreement, between Alarmguard, Inc. and Steven Levine,
          dated May 1, 1997.

2.4       Non-Compete Agreement between Security Systems Holdings, Inc. and
          the Sellers, dated as of May 1, 1997.

2.5       Lease Agreement between One River Associates and Alarmguard, Inc.,
          dated April 30, 1997.