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): AUGUST 8, 2000
SENTRY TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-12727 96-11-334973
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(Commission File Number) (IRS Employer Identification No.)
350 WIRELESS BOULEVARD, HAUPPAUGE, NEW YORK 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516-232-2100)
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
Sentry Technology Corporation, a Delaware corporation, (the "Company"
or "Sentry") announced on August 8, that it had entered into an agreement
pursuant to which Dutch A&A Holding, BV (the "Purchaser") will invest $3 million
in newly issued Common Stock of Sentry. For this investment the Purchaser will
receive 37.5% of the outstanding Common Stock of Sentry on a fully-diluted
basis, after giving effect to the exchange of Sentry's Preferred Stock into
Common Stock. In addition, the Purchaser will have the right to acquire
additional shares during the two year period following the closing, up to an
aggregate holding of 60% of the Common Stock then outstanding. The transaction
is conditioned upon Sentry shareholder approval, including approval by the
Preferred and Common Stockholders, each voting as a class, of a reclassification
of the Preferred Stock into Common Stock on the basis of 5 shares of Common for
every Preferred share, as well as a number of other conditions.
At any time prior to the first anniversary of the closing the
Purchaser may purchase additional shares of Common Stock bringing its
acquisitions under the Agreement to 51% of the Common Stock to be then
outstanding. The purchase price for such additional shares will be $1.5 million,
but if the average market value of all of the outstanding Common Stock (measured
over any ten-day trading period) is at least $15.0 million, the purchase price
will be the par value of the shares purchased (at $0.001 per share).
At any time on or prior to the second anniversary of the first
closing, the Purchaser may purchase additional shares of Common Stock bringing
its acquisitions under the agreement to 60% of the Common Stock to be then
outstanding. The purchase price for such additional shares will be $3.5 million,
but if the average market value of all of the outstanding Common Stock (measured
over any ten-day trading period) is at least $25.0 million, the purchase price
will be the par value of the shares purchased (at $0.001 per share).
The Purchaser also has the right at any time after the first closing
to purchase additional shares to bring its acquisitions under the Agreement to
60%, for an additional purchase price of $5.0 million.
The obligations of the parties are subject to various conditions set
forth in the Agreement.
For further information, refer to Exhibit 10.1 to this Current Report
on Form 8-K.
Item 7. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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10.1 Securities Purchase Agreement, dated as of August 8,
2000, between Sentry Technology Corporation and Dutch A
& A.
10.2 Amendment dated August 8, 2000, to the Shareholder
Rights Agreement with American Stock Transfer & Trust
Company, dated July 23, 1999.
22 Joint Press Release, dated August 8, 2000.
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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 hereunto duly authorized.
Sentry Technology Corporation
By: /s/ PETER J. MUNDY
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Peter J. Mundy
Vice President-Finance
Secretary and Chief Financial Officer
Dated: August 8, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
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10.1 Securities Purchase Agreement,
dated as of August 8, 2000, between
Sentry Technology Corporation and
Dutch A & A.
10.2 Amendment dated August 8, 2000, to
the Shareholder Rights Agreement
with American Stock Transfer &
Trust Company, dated July 23, 1999.
22 Joint Press Release, dated August
8, 2000
