As filed with the Securities and Exchange Commission on September 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SENTRY TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 96-11-3349733
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
350 WIRELESS BOULEVARD
HAUPPAUGE, NEW YORK 11778
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SENTRY TECHNOLOGY CORPORATION
1997 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
PETER J. MUNDY.
VICE PRESIDENT-FINANCE
350 WIRELESS BOULEVARD
HAUPPAUGE, NEW YORK 11778
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(516) 232-2100
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
WILLIAM A. PERLMUTH, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 806-5400
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO Amount to be Proposed Maximum Offering Proposed Maximum Amount of
BE REGISTERED Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 2,250,000 (2) $2.97 $6,682,500 $2,004.75
value
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(1) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE PURSUANT
TO RULES 457(C) AND 457(H) UNDER THE SECURITIES ACT OF 1933.
(2) PURSUANT TO RULE 416(A) UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ALSO COVERS AN INDETERMINATE NUMBER OF SHARES OF COMMON STOCK
WHICH MAY BE ISSUED BY REASON OF STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR
TRANSACTIONS.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in the Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act. See Rule 428(a)(1) under the Securities Act.
This Registration Statement covers 2,250,000 shares of the Registrant's
Common Stock, $.001 par value (plus any additional shares of Common Stock that
may be issued by reason of stock splits, stock dividends or similar
transactions), reserved for issuance under the 1997 Stock Incentive Plan of
Sentry Technology Corporation (the "Plan").
If necessary for a prospectus to be used for reoffers of the
Registrant's Common Stock acquired pursuant to the Plan, a prospectus prepared
in accordance with the requirements of Form S-3 will be filed as part of this
Registration Statement by means of a post-effective amendment hereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(d) The description of the Registrant's Common Stock, $.001 par value (the
"Shares"), which is contained in the Registrant's Registration
Statement on Form 8-A, declared effective February 12, 1997, filed
with the Commission to register such Common Stock pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(e) The Registrant's Current Reports on Form 8-K dated February 12, 1997
March 10, 1997 and December 24, 1996.
All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
(Not Applicable)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
William A. Perlmuth, a director of the Registrant, is of counsel to
Stroock & Stroock & Lavan LLP, counsel for the Registrant. Mr. Perlmuth holds
(i) 750,729 shares of Common Stock as Executor of the Estate of Arthur J.
Minasy, (ii) 130,010 shares of Common Stock as trustee under trusts for the
benefit of Mr. Minasy's adult children, and (iii) 3,327 shares of Common Stock
which he owns beneficially. Other members of such firm beneficially own
additional shares of Common Stock of the Registrant. Mr. Perlmuth is also the
holder of options to purchase 33,299 shares of Common Stock of the Registrant
(of which options to acquire 18,299 shares are currently exercisable or will
become exercisable within the next 60 days). Under the policies of Stroock &
Stroock & Lavan LLP, Mr. Perlmuth will share any economic benefits with other
members of the firm.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations are entitled, under certain circumstances, to be indemnified
against all expenses and liabilities (including attorneys' fees) incurred by
them as a result of suits brought against them in their capacity as a director
or officer, if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful; provided, that no indemnification may be made
against expenses in respect of any claim, issue or matter as to which they shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the corporation only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Tenth of the Registrant's Amended and
Restated Certificate of Incorporation entitles officers, directors and
controlling persons of the Registrant to indemnification to the full extent
permitted by Section 145 of the DGCL, as the same may be supplemented or amended
from time to time.
Article Ninth of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director or officer shall have any personal
liability to the Registrant or its stockholders for any damages for breach of
fiduciary duty as a director, except that such provision does not limit or
eliminate the liability of any director or officer (i) for breach of such
director's or officer's duty of loyalty to the Registrant or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for any transaction from
which such director or officer derived an improper personal benefit.
The Registrant maintains directors' and officers' liability insurance
which covers the directors and officers of the Registrant against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring the Registrant under certain circumstances, in the event that
indemnification payments are made by the Registrant to such officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
(Not Applicable)
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of Sentry
Technology Corporation (incorporated by reference to Exhibit
3.1 to Registration Statement on Form S-4 (No. 333- 20135)).
4.2 Amended and Restated By-Laws of Sentry Technology Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-4 (No. 333-20135)).
4.3 1997 Stock Incentive Plan of Sentry Technology Corporation
(incorporated by reference to Exhibit 10.5 to Registration
Statement on Form S-4 (No. 333-20135)).
24 Power of Attorney (included at page II-5).*
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* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act and the annual
report for the Plan pursuant to Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hauppauge, State of New York, on the 31st day of
July, 1997.
SENTRY TECHNOLOGY CORPORATION
By: /S/ THOMAS A. NICOLETTE
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Thomas A. Nicolette
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned hereby
authorizes Thomas A. Nicolette and Peter J. Mundy, and each of them, acting
together or alone, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and his name, place and stead, in any and all
capacities, to sign a Registration Statement (the "Registration Statement") on
Form S-8 relating to the 1997 Stock Incentive Plan of Sentry Technology
Corporation, and any and all amendments (including post-effective amendments) to
the Registration Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting together or alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 1997:
SIGNATURE TITLE
/S/ WILLIAM A. PERLMUTH Chairman of the Board of Directors
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William A. Perlmuth
/S/ THOMAS A. NICOLETTE President, Chief Executive Officer
- ------------------------------ and Director (Principal Executive Officer)
Thomas A. Nicolette
/S/ PETER J. MUNDY Vice President-Finance, Secretary and
- ------------------------------ Treasurer (Principal Financial Officer
Peter J. Mundy and Principal Accounting Officer)
/S/ ROBERT D. FURST, JR. Director
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Robert D. Furst, Jr.
/S/ ROBERT L. BARBANELL Director
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Robert L. Barbanell
<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of Sentry Technology
Corporation (incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-4 (No. 333-20135)).
4.2 Amended and Restated By-Laws of Sectry Technology Corporation
(incorporated by reference to Exhibit 3.2 to Registration Statement on
Form S-4 (No. 333-20135)).
4.3 1997 Stock Incentive Plan of Sentry Technology Corporation
(incorporated by reference to Exhibit 10.5 to Registration Statement
on Form S-4 (No. 333-20135)).
23 Consent of Deloitte & Touche LLP
24 Power of Attorney (included at Page II-5)*
*Filed herewith.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sentry Technology Corporation on Form S-8 of our report dated February 28, 1997
appearing in the Annual Report on Form 10-K of Sentry Technology Corporation for
the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Jericho, New York
August 29, 1997
