As filed with the Securities and Exchange Commission on June 30, 1998
REGISTRATION NO. __________
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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
RETIREMENT SAVINGS 401(K) 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)
----------------
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 Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
Be Registered Registered Per Share (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Class A Preferred 500,000 (3)(4) $2.44 $ 1,220,000 $359.90
Stock, $.001 par value (2)
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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 429(B) UNDER THE SECURITIES ACT OF 1933, 318,904 SHARES
OF COMMON STOCK, REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FORM S-8 (NO. 333-34867) FILED ON SEPTEMBER 3, 1997, ARE INCLUDED IN THE
PROSPECTUS FORMING A PART OF THIS REGISTRATION STATEMENT. THE PREVIOUSLY
PAID REGISTRATION FEE ASSOCIATED WITH SUCH SHARES WAS APPROXIMATELY
$287.00.
(3) PURSUANT TO RULE 416(A) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE NUMBER OF SHARES OF
CLASS A PREFERRED STOCK WHICH MAY BE ISSUED BY REASON OF STOCK SPLITS,
STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.
(4) PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS
TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLAN DESCRIBED
HEREIN.
</TABLE>
THE COMBINED PROSPECTUS ALSO RELATES TO THE REGISTRANT'S STATEMENT ON FORM S-8
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1997.
<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 500,000 shares of the Registrant's
Class A Preferred Stock, $.001 par value (plus any additional shares of Class A
Preferred Stock that may be issued by reason of stock splits, stock dividends or
similar transactions), reserved for issuance under the Sentry Technology
Corporation Retirement Savings 401(k) Plan (the "Plan").
If necessary for a prospectus to be used for reoffers of the
Registrant's Common Stock or Class A Preferred 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.
Pursuant to Rule 429(b), the combined prospectus also relates to the
Registrant's statement on Form S-8 (No. 333-34867) filed with the Securities and
Exchange Commission on September 3, 1997.
<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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(c) The description of the Registrant's Common Stock,
$.001 par value (the "Common Stock"), and Class A
Preferred Stock, $.001 par value ("Preferred Stock"
and together with the Common Stock, 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
shares pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
and
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 and 788,265 shares of Class A Preferred Stock
as Executor of the Estate of Arthur J. Minasy, (ii) 130,010 shares of Common
Stock and 136,513 shares of Class A Preferred Stock as trustee under trusts for
the benefit of Mr. Minasy's adult children, and (iii) 3,327 shares of Common
Stock and 3,493 shares of Class A Preferred Stock which he owns beneficially.
Other members of such firm beneficially own additional shares of Common Stock
and Class A Preferred Stock of the Registrant. Mr. Perlmuth is also the holder
of options to purchase 33,300 shares of Common Stock of the Registrant (of which
options to acquire 21,300 shares are currently exercisable or will become
exercisable within the next 60 days) as well as options to purchase 18,300
shares of Class A Preferred Stock (also 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 Nine 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 Sentry Technology Corporation Retirement Savings
401(k) Plan (incorporated by reference to
Exhibit 10.6 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).*
In connection with the merger of Knogo North America Inc. and Video
Sentry Corporation into subsidiaries of the Registrant on February 12, 1997, the
Knogo North American Inc. Retirement Savings 401(k) Plan (the "Prior Plan") was
adopted by the Registrant and renamed the Sentry Technology Corporation
Retirement Savings 401(k) Plan (the "Amended Plan"). The Prior Plan was
submitted by the Registrant to the Internal Revenue Service (the "IRS") in a
timely manner and Knogo North America Inc. made all changes required by the IRS
in order to qualify the Prior Plan. The Registrant undertakes to submit any
amendments to the Amended Plan to the IRS in a timely manner and will make all
changes required by the IRS in order to qualify the Amended Plan and any
amendments thereto.
- ------------------------------
* 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.
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 30th day of
June, 1998.
SENTRY TECHNOLOGY CORPORATION
By: /s/ Thomas A. Nicolette
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Thomas A. Nicolette
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
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 Sentry Technology Corporation Retirement Savings 401(k)
Plan, 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 June 30, 1998:
SIGNATURE TITLE
/s/ William A. Perlmuth
- ------------------------- Chairman of the Board of Directors
William A. Perlmuth
/s/ Thomas A. Nicolette
- --------------------------- President, Chief Executive Officer
Thomas A. Nicolette and Director (Principal Executive Officer)
/s/ Peter J. Mundy
- ----------------------- Vice President-Finance, Secretary and Treasurer
Peter J. Mundy (Principal Financial Officer and Principal
Accounting Officer)
- ----------------------- Director
Robert L. Barbanell
/s/ Robert D. Furst, Jr.
- -------------------------- Director
Robert D. Furst, Jr.
/s/ Paul D. Mellin Director
- ----------------------
Paul D. Mellin
Pursuant to the requirements of the Securities Act of 1933, the Committee
of the Sentry Technology Corporation Retirement Savings 401(k) Plan 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 June 30, 1998.
SENTRY TECHNOLOGY CORPORATION
RETIREMENT SAVINGS 401(k) PLAN
By: COMMITTEE OF THE SENTRY TECHNOLOGY
CORPORATION RETIREMENT SAVINGS 401(k)
PLAN
By: /s/ Thomas A. Nicolette
----------------------------
Thomas A. Nicolette
/s/ Peter J. Mundy
----------------------------
Peter J. Mundy
<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 Sentry Technology Corporation
(incorporated by reference to Exhibit 3.2 to Registration Statement
on Form S-4(No. 333-20135)).
4.3 Sentry Technology Corporation Retirement Savings 401(k) Plan
(incorporated by reference to Exhibit 10.6 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 March 3, 1998
appearing in the Annual Report on form 10-K of Sentry Technology Corporation for
the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Jericho, New York
June 24, 1998
