SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-K/A
(AMENDMENT NO. 1)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO ___________
COMMISSION FILE NUMBER: 1-12727
-----------------
SENTRY TECHNOLOGY CORPORATION
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 96-11-3349733
------------------------------- ---------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
350 WIRELESS BOULEVARD, HAUPPAUGE, NEW YORK 11788
--------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 232-2100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS:
Common Stock, $.001 par value
Class A Preferred Stock, $.001 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes /x/ No / /
At April 28, 2000, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $1,488,000 based upon the
closing price of such securities on the OTC Bulletin Board on that date. At
April 28, 2000, the Registrant had outstanding 9,750,760 shares of Common Stock
and 5,333,334 shares of Class A Preferred Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
EXPLANATORY NOTE
Because definitive proxy soliciting material relating to the Annual
Meeting of Stockholders of Sentry Technology Corporation (the "Company" or
"Sentry") will be filed later than May 1, 2000, the information called for by
Items 10, 11, 12 and 13 of Part III of the Company's Form 10-K for the year
ended December 31, 1999 is included in this Amendment No. 1 on Form 10-K/A to
such Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following sets forth information regarding the persons serving as
Directors of the Company:
ROBERT L. BARBANELL, age 69, has been Director since February 1997. He
has been President of Robert L. Barbanell Associates, Inc., a financial
consultancy firm, since July 1994. Prior thereto, Mr. Barbanell served in
various capacities at Bankers Trust New York Corporation, where he was Managing
Director of the European Merchant Bank of Bankers Trust International PLC from
1991 to 1994; Managing Director of BT Securities Corporation from 1989 to 1991;
Managing Director of Bankers Trust Company from 1986 to 1989; Senior Vice
President of Bankers Trust Company from 1981 to 1986. Prior to his service with
Bankers Trust, Mr. Barbanell served in various executive capacities at Amcon
Group, Inc. and GI Export Corporation. Mr. Barbanell currently serves on the
Boards of Directors of Marine Drilling Companies, Inc., Kaye Group, Inc. and
Cantel Industries, Inc. Mr. Barbanell's term as a Director expires at the 2001
Annual Meeting of Stockholders.
ROBERT D. FURST, JR., age 47, has been a Director of the Company since
its inception. Prior thereto he was a Director of Video Sentry Corporation
("Video Sentry"), a predecessor of the Company, from January 1993 until February
1997. He was Chairman of the Board of Video Sentry from July 1996 and Chief
Executive Officer from August 1996 until February 1997. Mr. Furst was one of the
original shareholders of Video Sentry. He is also the founder and owner of Furst
Capital Management, a firm specializing in trading government and equity
securities as well as commodity futures. Mr. Furst is a member of the Chicago
Board of Trade and has been a securities and commodities trader since 1980. Mr.
Furst currently serves on the Boards of Directors of NOW Technologies, Inc., a
privately-held manufacturer of chemical packaging and dispensing systems serving
the semi-conductor industry; Lucht, Inc., a privately-held manufacturer of high
volume photographic printers and other equipment; and Neighborhood Marketing
Corporation, a privately-held consumer promotion and database marketing company
utilizing proprietary patented technologies. Mr. Furst's term as a Director
expires at the 2000 Annual Meeting of Stockholders.
PAUL D. MELLIN, age 36, has been a Director since August 1997, when he
was appointed to fill a vacancy on the Board of Directors. Mr. Mellin joined SG
Cowen, a subsidiary of Societe Generale, as the Managing Director of the Mergers
and Acquisitions Group and as the head of their Electronics Mergers and
Acquisitions practice in April, 2000. Prior to Mr. Mellin's joining SG Cowen, he
was a member of the mergers and acquisitions group at Deutsche Banc Alex. Brown
LLC and Smith Barney. Mr. Mellin's term as a Director expires at the 2002 Annual
Meeting of Stockholders.
THOMAS A. NICOLETTE, age 49, has been a Senior Executive Officer since
October 1999 and a Director of the Company since January 1997. Prior thereto,
Mr. Nicolette served as the President and Chief Executive Officer since January
1997 and in various capacities at several predecessors of the Company, including
Knogo North America Inc., where he was President, Chief Executive Officer and a
Director from December 1994 to February 1997, and Knogo Corporation, where he
was a Director from 1987 until December 1994, Chief Executive Officer from May
1994 to December 1994 and President and Chief Operating Officer from 1990 to May
1994. Prior thereto he served in other positions as an officer at Knogo
Corporation. Mr. Nicolette serves on the Board of Directors of SenTech EAS
Corporation and is Vice Chairman of the Board of Trustees of WLIW, the Long
Island-based affiliate of the Public Broadcasting System. Mr. Nicolette's term
as a Director expires at the 2000 Annual Meeting of Stockholders.
WILLIAM A. PERLMUTH, age 70, has been Chairman of the Board of
Directors of the Company since January 1997. Prior thereto, Mr. Perlmuth served
as a Director of several predecessors of the Company from 1979 to February 1997.
Mr. Perlmuth has been a partner in the law firm of Stroock & Stroock & Lavan LLP
in New York, New York for more than five years and is presently of counsel to
such firm. Such firm and Mr. Perlmuth have performed legal services for the
Company. The aggregate amount of fees paid by the Company to Stroock & Stroock &
Lavan LLP was less than 5% of the law firm's gross revenues for the last fiscal
year. The Company believes that the billing rates for the foregoing legal
services were no less favorable to the Company than could have been obtained
from unaffiliated parties for comparable services. Mr. Perlmuth's term as a
Director expires at the 2002 Annual Meeting of Stockholders.
EXECUTIVE OFFICERS
The following sets forth information regarding the persons serving as
executive officers of the Company:
NAME AGE OFFICE
---- --- ------
Anthony H.N. Schnelling............. 52 Interim President and Chief
Executive Officer of the
Company since October 1999.
Mr. Schnelling is a principal
of Restoration Management
Company, LLC which he
co-founded in 1997. Since July
1996, he has been active in
providing consulting and
crisis management services to
private and public companies
and individuals. From October
of 1989 through June of 1996,
Mr. Schnelling practiced law
with Stroock & Stroock & Lavan
in New York City. From 1986
through 1989 Mr. Schnelling
attended Fordham University
School of Law and has been a
member of its Alumni Board of
Directors since 1989. From
1978 through 1986, Mr.
Schnelling was the President,
Chief Executive Officer,
principal shareholder and a
Director of Colora Printing
Inks, Inc. in the United
States, Colora Printing Inks,
Ltd in the United Kingdom and
Ets. Colora S.A. in France, a
group that manufactured and
distributed printers ink for
the packaging industry. From
1974 through 1978, Mr.
Schnelling served in various
capacities at Morgan Guaranty
Trust Company of New York and
was chiefly active in its
shipping group.
Thomas A. Nicolette.................. 49 Mr. Nicolette has been a
senior executive officer since
October 1999 and Director of
Sentry since January 1997.
Prior to October 1999, Mr.
Nicolette served as President
and Chief Executive Office of
the Company from January 1997.
Mr. Nicolette also served in
various capacities at several
predecessors of Sentry,
including Knogo North America
Inc., where he was President,
Chief Executive Officer and a
Director from December 1994 to
February 1997, and Knogo
Corporation, where he was a
Director from 1987 until
December 1994, Chief Executive
Officer from May 1994 to
December 1994 and President
and Chief Operating Officer
from 1990 to May 1994. Prior
thereto he served in other
positions as an officer at
Knogo Corporation. Mr.
Nicolette serves on the Board
of Directors of SenTech EAS
Corporation and is Vice
Chairman of the Board of
Trustees of WLIW, the Long
Island-based affiliate of the
Public Broadcasting System.
Peter J. Mundy...................... 43 Vice President-Finance and
Chief Financial Officer of
Sentry. Mr. Mundy also serves
as Secretary and Treasurer of
the Company. Mr. Mundy was
Vice President - Finance,
Chief Financial Officer,
Secretary and Treasurer of
Knogo North America Inc. from
December 1994. Prior thereto,
Mr. Mundy served as an officer
of Knogo Corporation where he
was Vice President - Corporate
Controller from May 1994 and,
prior to such time, Corporate
Controller and Controller
since 1982. Mr. Mundy is a
Certified Public Accountant.
John F. Whiteman.................... 41 Mr. Whiteman became Senior
Vice President - Sales and
Marketing of Sentry in January
1998. Prior thereto he was
Senior Vice President - Sales
and Marketing of Knogo North
America Inc. since January
1997; Vice President Sales -
West of Knogo North America
Inc. and Knogo Corporation
from 1994 to 1996; and, prior
to such time, served in
various sales positions with
Knogo Corporation since 1986.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers, Directors and persons who own more than
10% of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the American Stock Exchange. Officers, Directors and greater than
ten-percent Stockholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all such reports they file.
Based solely on a review of the copies of such reports furnished to
the Company, or written representations that no Forms 5 were required, the
Company believes that during the fiscal year ended December 31, 1999, all
Section 16(a) filing requirements applicable to its officers, Directors and
greater than ten-percent beneficial owners were complied with.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation for the Company's
fiscal year ended December 31, 1999 of the Company's Chief Executive Officer and
each of four other executive officers of the Company:
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION (1)
------------------- ------------ ----------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#)
- ------------------ ---- ------ ----- -----------
<S> <C> <C> <C> <C> <C>
Anthony H.N. Schnelling 1999 $ 50,000(2) - 200,000 -
Interim President and CEO
Thomas A. Nicolette, 1999 206,941 - 75,000 $ 4,800
Senior Executive Officer 1998 198,380 - 50,000 4,800
1997 194,167 - 100,000 4,390
Peter J. Mundy, 1999 124,165 - 35,000 3,725
Vice President - Finance, 1998 119,028 - 20,000 3,571
Secretary and Treasurer 1997 118,110 - 40,000 3,543
John F. Whiteman 1999 152,462 - 50,000 4,574
Sr. Vice President Sales and 1998 145,476 - 30,000 4,364
Marketing 1997 149,120 $30,943 40,000 3,586
Peter Y. Zhou, 1999 134,512 - 20,000 4,036
Vice President - 1998 128,947 - 12,500 3,868
Technology(3) 1997 128,833 - 40,000 3,865
- --------------------
(1) Amounts shown consist of the Company's matching contributions under the
Retirement Savings 401(k) Plan.
(2) Compensation to Mr. Schnelling was paid to Restoration Management, LLC, of
which he is a principal.
(3) Dr. Zhou resigned from the Company in January 2000.
</TABLE>
As to various items of personal benefits, the Company has concluded
that the aggregate amount of such benefits with respect to each individual does
not exceed the lesser of $50,000 or 10% of the annual salary and bonus reported
in the table for such individual.
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
granted during 1999 to each person named in the Summary Compensation Table:
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING GRANTED TO ANNUAL RATE OF STOCK PRICE
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION APPRECIATION FOR OPTION TERM(2)(3)
NAME GRANTED 1999 PRICE (1) DATE 5% 10%
- ---- ------- ---- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Anthony H.N. 200,000 30.5% $.188 See Note (1) $23,650 $59,934
Schnelling
Thomas A. Nicolette 75,000 11.4% .62 1/11/09 29,249 74,121
Peter J. Mundy 35,000 5.3% .62 1/11/09 18,649 34,590
John F. Whiteman 50,000 7.6% .62 1/11/09 19,499 49,414
Peter Y. Zhou(4) 20,000 3.0% .62 1/11/09 7,800 19,766
(1) These options were granted with an excise price equal to the market value
of the Common Stock on the date of the grant. Mr. Schnelling was granted
non-qualified options which vest immediately and expire two years from the
termination of his consulting agreement. All other options granted were
incentive stock options which vest over a five year period at 20% per year
and expire after 10 years.
(2) Represents a gain that would be realized assuming the options were held
until expiration and the stock price increased at compounded rates of 5%
and 10% from the base price per share.
(3) The dollar amounts under these columns use the 5% and 10% rates of
appreciation required by the Securities and Exchange Commission. This
presentation is not intended to forecast possible future appreciation of
the Company's Common Stock.
(4) Dr. Zhou resigned from the Company in January 2000.
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth for each of the persons named in the
Summary Compensation Table the number of options exercised during 1999 and the
amount realized by each such officer. In addition, the table shows the number of
options that the named executive officer held as of December 31, 1999, both
exercisable (E) and unexercisable (U), and the value of such options as of that
date.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS AT YEAR-END (#) MONEY OPTIONS AT YEAR END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Anthony H.N. Schnelling - - E 200,000 E -
U - U -
Thomas A. Nicolette - - E 292,139 E -
U 130,000 U -
Peter J. Mundy - - E 112,614 E -
U 56,000 U -
John F. Whiteman - - E 64,716 E -
U 74,000 U -
Peter Y. Zhou(1) - - E 103,703 E -
U 39,500 U -
- ---------------
(1) Dr. Zhou resigned from the Company in January 2000.
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are also full-time employees of Sentry receive no
additional compensation for their services as Directors. Each non-employee
Director receives $12,000 annually for services on the Board and $1,000 per
Board meeting (other than telephonic meetings) attended. In addition, each
non-employee Director who is a member of any committee of the Board receives
$500 for attendance at any meeting of such committee which is held neither
immediately before nor immediately after a Sentry Board meeting; PROVIDED,
HOWEVER, that the chairman of the Audit Committee of the Board receives $1,000
for attendance at any such separately held meeting of the Audit Committee and
$500 for attendance at any meeting of such committee held either immediately
before or immediately after a Board meeting.
In addition, each non-employee Director is eligible to participate in
the 1997 Stock Incentive Plan of Sentry. On February 12, 1999, each non-employee
Director also received a grant of options to purchase 3,000 shares of Common
Stock at an exercise price of $.625, vesting in equal portions over a five year
period, and on February 14, 2000, each non-employee Director also received a
grant of options to purchase 3,000 shares of Common Stock at an exercise price
of $.3125, vesting in equal portions over a five year period.
EMPLOYMENT AGREEMENTS AND COMPENSATION OF EXECUTIVE OFFICERS; CHANGE OF CONTROL
ARRANGEMENTS
Anthony H.N. Schnelling is a principal of Restoration Management LLC,
or "Restoration." Restoration was retained by the Company in October 1999 in
order to assist in the Company's efforts to reduce operating expenditures, to
return the Company to profitability, and to further the Company's efforts to
find an acquisition partner or strategic investor. Mr. Schnelling was appointed
interim President and Chief Executive Officer in order to facilitate the
performance of Restoration's services to the Company.
Compensation paid to Restoration was negotiated at arm's length. In
connection with the negotiation, Restoration, through Mr. Schnelling, requested
and was granted an option to purchase 200,000 shares of the Company's Common
Stock at an exercise price of $0.188 (which was the fair market value of the
Common Stock on the date of grant). In granting this option, the Board of
Directors of the Company took into account the nature of the task Restoration
was expected to perform, the cash fee being paid to Restoration, and the fact
that the option would have no value to Restoration unless the Company's stock
price increased.
The employment agreement between the Company and Mr. Nicolette,
formerly the Chief Executive Officer and presently a senior executive office of
the Company, is for a term ending February 11, 2001. Mr. Nicolette's annual
compensation is presently $211,616 per year, after cost-of-living adjustments,
and he is also eligible for consideration to receive up to an additional 50% of
such amount, based upon certain performance-based criteria. He receives the use
of an automobile and life insurance in the amount of $1,000,000.
The employment agreement of Mr. Mundy renews automatically on April 12
for one year renewals. After cost- of-living adjustments, his annual salary is
presently $126,970. The employment agreement of Mr. Whiteman is for a term
ending April 12, 2001 at an annual salary which with cost-of-living adjustments
is presently $156,906.
The employment agreements of Messrs. Nicolette, Mundy and Whiteman
also provide that in the event of a change in control of the Company, the term
of each of their employment will be automatically extended for a period of two
years in the case of Mr. Nicolette's agreement and one year in the case of each
of the other agreements, following the date of such change in control. Following
such change in control, each of such persons will have the right to terminate
his employment for good reason, as defined, while continuing to receive the
salary and bonus otherwise payable thereunder for the remainder of the
employment term. Additionally, the employment agreements provide that in the
event of a change in control all options held by the employee, whether or not
then vested, would fully vest. If the change in control was not approved by a
majority of the Existing Directors (as defined in the Company's Certificate of
Incorporation), each such officer would be entitled to receive, for each option
for which the exercise price is less than the market price of the Common Stock,
cash in cancellation of such options in an amount equal to such difference.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of Sentry
Common Stock and Class A Preferred Stock at April 28, 2000, as to each (i)
beneficial owner of five percent or more of the Common Stock, (ii) Sentry
Director, (iii) executive officer of Sentry and (iv) all Directors and executive
officers as a group. On April 28, 2000, 9,750,760 shares of Common Stock and
5,333,334 shares of Preferred Stock were outstanding. The Class A Preferred
Stock is non-voting.
SHARES OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERS COMMON STOCK OF CLASS(1)
- ------------------------------------- ------------ -----------
Walter & Edwin Schloss
Associates L.P.
350 Park Avenue
New York, NY 10022 602,883 6.2%
<TABLE>
<CAPTION>
SHARES OF PERCENT SHARES OF CLASS A PERCENT
DIRECTORS AND EXECUTIVE OFFICERS COMMON STOCK OF CLASS(1) PREFERRED STOCK OF CLASS(2)
- -------------------------------- ------------ ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Anthony H.N. Schnelling 200,000 (3) 2.0% - -
Thomas A. Nicolette 444,720 (4) 4.5% 346,852 (5) 6.3%
Peter J. Mundy 141,945 (6) 1.4% 104,616 (7) 1.9%
John F. Whiteman 78,941 (8) * 49,269 (9) *
Paul D. Mellin 7,800 (10) * - -
Robert L. Barbanell 15,800 (11) * 16,537 *
William A. Perlmuth
c/o Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038 913,166 (12) 9.3% 988,716 (13) 18.5%
Robert D. Furst, Jr.
3900 Walden Road
Deephaven, MN 55391 739,690 (14) 7.6% 115,510 2.2%
All Sentry Directors and executive officers
as a group (8 persons) 2,542,062 (15) 24.3% 1,621,500 (16) 28.7%
- ---------------------------
* Less than one percent
(1) Based on 9,750,760 shares of Common Stock outstanding as of April 28, 2000.
Each figure showing the percentage of outstanding shares beneficially owned
has been calculated by treating as outstanding and owned the shares of
Common Stock which could be purchased by the indicated person within 60
days upon exercise of stock options.
(2) Based on 5,333,334 shares of Class A Preferred Stock outstanding as of
April 28, 2000. Each figure showing the percentage of outstanding shares
beneficially owned has been calculated by treating as outstanding and owned
the shares of Class A Preferred Stock which could be purchased by the
indicated person within 60 days upon exercise of stock options.
(3) Includes 200,000 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days of the date hereof.
(4) Excludes 41,590 shares of Common Stock held by a trust for the benefit of
Mr. Nicolette's wife, as to which shares Mr. Nicolette disclaims beneficial
ownership. Includes 74,862 shares of Common Stock held by Mr. Nicolette as
co-trustee under trusts for the benefit of his minor children and as to
which shares Mr. Nicolette disclaims beneficial ownership. Also includes
292,139 shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days from the date hereof.
(5) Excludes 49,976 shares of Class A Preferred Stock held by a trust for the
benefit of Mr. Nicolette's wife, as to which shares Mr. Nicolette disclaims
beneficial ownership. Includes 82,536 shares of Common Stock held by Mr.
Nicolette as co-trustee under trusts for the benefit of his minor children
and as to which shares Mr. Nicolette disclaims beneficial ownership. Also
includes 197,138 shares of Class A Preferred Stock issuable upon the
exercise of stock options exercisable within 60 days from the date hereof.
(6) Includes 112,614 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days from the date hereof.
(7) Includes 73,614 shares of Class A Preferred Stock issuable upon the
exercise of stock options exercisable within 60 days from the date hereof.
(8) Includes 64,716 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days of the date hereof.
(9) Includes 18,716 shares of Class A Preferred Stock issuable upon the
exercise of stock options exercisable within 60 days of the date hereof.
(10) Includes 7,800 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days from the date hereof.
(11) Includes 10,800 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days from the date hereof.
(12) Consists of (a) 750,729 shares of Common Stock held by Mr. Perlmuth as
Executor of the Estate of Arthur J. Minasy, (b) 130,010 shares of Common
Stock held by Mr. Perlmuth as trustee under trusts for the benefit of Mr.
Minasy's adult children, and (c) 3,327 shares of Common Stock beneficially
owned by Mr. Perlmuth. Also includes 29,100 shares of Common Stock issuable
upon the exercise of stock options exercisable within 60 days from the date
hereof. Under the policies of the law firm of which he is of counsel, Mr.
Perlmuth will share any economic benefits of the options with the other
members of such firm.
(13) Consists of (a) 827,678 shares of Class A Preferred Stock held by Mr.
Perlmuth as Executor of the Estate of Arthur J. Minasy, (b) 139,071 shares
of Class A Preferred Stock held by Mr. Perlmuth as trustee under trusts for
the benefit of Mr. Minasy's adult children, and (c) 3,667 shares of Class A
Preferred Stock beneficially owned by Mr. Perlmuth. Also includes 18,300
shares of Class A Preferred Stock issuable upon the exercise of stock
options exercisable within 60 days from the date hereof. Under the policies
of the law firm of which he is of counsel, Mr. Perlmuth will share any
economic benefits of the options with the other members of such firm.
(14) Includes 10,800 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days from the date hereof.
(15) Includes 727,969 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days from the date hereof.
(16) Includes 307,768 shares of Class A Preferred Stock issuable upon the
exercise of stock options exercisable within 60 days from the date hereof.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company 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,
Chief Financial Officer,
Secretary and Treasurer
Dated: April 28, 2000
