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
Date of Report (date of earliest event reported) FEBRUARY 12, 1997
SENTRY TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12727 96-11-3349733
(State or other jurisdiction of (Commission (IRS Employer
incorporation File Number) ID Number)
350 WIRELESS BOULEVARD, HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices) (Zip Code)
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 12, 1997, the shareholders of Knogo North America Inc.
("Knogo") and Video Sentry Corporation ("Video") approved the Amended and
Restated Agreement and Plan of Reorganization and Merger, dated as of November
27, 1996, as amended by Amendment No. 1 to the Amended and Restated Agreement
and Plan of Reorganization and Merger, dated as of January 10, 1997
(collectively, the "Merger Agreement"). Pursuant to the terms and conditions of
the Merger Agreement, as described in the Registration Statement on Form S-4 of
Sentry Technology Corporation ("Sentry") (File No. 333-20135), Sentry is now the
sole shareholder of both Knogo and Video. Each Knogo shareholder received one
share of Sentry common stock, (par value $.001 per share ("Sentry Common
Stock"), and one share of Sentry Class A preferred stock, face value $5.00 per
share, for each 1.2022 shares of common stock of Knogo held by such shareholder.
Each Video shareholder received one share of Sentry Comon Stock for each share
of common stock of Video held by such shareholder.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements - To be filed by amendment not later than 60
days from the date this Report on Form 8-K is required to be filed.
(a) Pro forma financial information - To be filed by amendment.
(c) Exhibits.
99.1 Press Release.
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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 thereunto duly authorized.
SENTRY TECHNOLOGY CORPORATION
By: /S/ PETER J. MUNDY
Peter J. Mundy
Vice President-Finance,
Secretary and Treasurer
Dated: February 25, 1997
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99.1 Press Release. 5
Exhibit 99.1
NEW RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Thomas A. Nicolette or Robert D. Furst
CEO, KNOGO North America Inc. Chairman, Video Sentry
516-232-2100 612-934-9900
KNOGO AND VIDEO SENTRY SHAREHOLDERS APPROVE MERGER
HAUPPAUGE, NY, FEBRUARY 12, 1997 -- KNOGO North America Inc. (AMEX:KNA), a
leading manufacturer of Electronic Article Surveillance (EAS) systems,
headquartered in Long Island, NY, and Video Sentry Corporation (Nasdaq: VSEN),
a pioneer in traveling video security systems, headquartered in Minneapolis, MN,
announced today that their shareholders approved the merger between the two
companies. The merger results in a new publicly traded entity called Sentry
Technology.
Sentry Common Stock and Sentry Class A Preferred Stock are expected to
begin trading tomorrow on the American Stock Exchange under the symbols SKV and
SKV. PrA, respectively.
KNOGO and Video Sentry are now wholly-owned subsidiaries of Sentry, which
will be headquartered in Hauppauge, New York. Thomas A. Nicolette, President and
CEO of KNOGO, will be President and CEO of Sentry. Andrew Benson, the founder
and president of Video Sentry will be Vice President, CCTV Systems. Peter J.
Mundy, CFO of KNOGO will be CFO, and Dr. Peter Y. Zhou, Vice President -
Technology of KNOGO will be Vice President - Technology of Sentry.
Under the terms of the amended merger agreement, Sentry, a newly-formed
Delaware corporation, will issue 1 share of common stock for each 1 share of
Video Sentry common stock outstanding at the effective time of the merger.
Sentry will issue 1 share of common stock and 1 share of Class A Preferred Stock
for each 1.2022 shares of KNOGO common stock outstanding. Sentry Class A
Preferred Stock will have a face value of $5.00 per share and a dividend rate of
5.0% (the first two years of which are paid-in-kind). The preferred will be
non-voting and subject to a mandatory redemption four years from the date of
issuance, with an optional redemption by Sentry at any time after one year from
the date of issuance. The redemption price will be equal to $5.00 per perferred
share (plus accrued and unpaid dividends as of the redemption date) plus the
amount, if any, by which the market price of Sentry's common stock at the time
of redemption exceeds a hurdle price of not less than $5.00 or more than $6.50
per share, which will be set one year from the date of the merger. There will be
approximately 9.6 million shares of Sentry common stock (50.2% owned by former
Video Sentry shareholders and 49.8% owned by former KNOGO shareholders) and 4.8
million shares outstanding of Sentry Class A Preferred Stock, all owned by
former KNOGO shareholders.
Sentry's Board of Directors will consist of William A. Perlmuth, a director
of KNOGO since its inception, Thomas A. Nicolette, Robert D. Furst, former
Chairman of Video Sentry, Andrew L. Benson, and Robert L. Barbanell of Robert L.
Baranell Associates, Inc., a financial consultancy firm.
Video Sentry Corporation, founded in 1990, is the industry leader in the
design, manufacture and marketing of patented traveling CCTV surveillance
systems. Their proprietary system called Sentry Vision provides loss prevention
surveillance in retail stores and distribution centers and security surveillance
for monitoring and deterring illegal and unsafe activities in a variety of
locations including parking garages, correctional facilities and public transit
terminals. The system's unique, cable-free design allows the camera to move
freely and rapidly through a tinted enclosure, which conceals the camera's
location, while transmitting a continuous video signal.
KNOGO designs, manufacturers, sells and services EAS and Closed Circuit
Video equipment in the United States and Canada to deter shoplifting and other
types of theft for retailers, supermarkets, libraries and commercial
enterprises. KNOGO is a spin-off of KNOGO Corporation, founder of the EAS
industry 30 years ago.
