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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Name of Issuer)
Sentry Technology Corporation
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(Title of Class of Securities)
Common Stock
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(CUSIP Number)
81731K101
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Peter L. Murdoch, President
350 Wireless Boulevard, Hauppauge, New York 11788
(631) 232-2100
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(Date of Event which Requires Filing of this Statement)
January 8, 2001
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.: 81731K101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Dutch A&A Holding, B.V.; I.R.S. Identification No.: 000000000
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2. Check the Appropriate Box if a Member of a Group (See Instructions)[ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: The Netherlands
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<PAGE>
Number of 7. Sole Voting Power 23,050,452
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power 23,050,452
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,050,452 (See Item 5)
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12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13.Percent of Class Represented by Amount in Row (11) 37.5% (See Item 5
below)
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14. Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer
This Schedule 13D relates to the shares of Common Stock of Sentry Technology
Corporation, a Delaware corporation ("Issuer"). The principal executive office
and mailing address of Issuer is 350 Wireless Boulevard, Hauppauge, New York
11788.
Item 2. Identity and Background
This Schedule 13D is being filed by Dutch A&A Holding, B.V., a Netherlands
corporation (the "Reporting Person"). The principal executive and mailing
address of the Reporting Person is Galvanistraat 24-3840 AH Harderwijk, The
Netherlands. To the best knowledge of the Reporting Person, the Reporting Person
has not, during the last five years, (i) been convicted in a criminal proceeding
nor (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to
<PAGE>
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of the funds for the purchase of the securities is anticipated to be
from working capital of the Reporting Person.
Item 4. Purpose of Transaction
See Press Release attached hereto as Exhibit A.
Item 5. Interest in Securities of the Issuer
Reporting Person owns 37.5 % of the outstanding common stock of Issuer (the
"Initial Purchase"). At any time prior to the first anniversary of the Initial
Purchase, Reporting Person may increase the total number of shares of common
stock it acquires under the Purchase Agreement to 51% of the shares of common
stock to be then outstanding. If the average market value of Issuer's common
stock, measured over any ten-day trading period during the year, is at least
$15.0 million, the purchase price for the additional shares shall be determined
by multiplying the actual number of shares to be purchased by $.001; otherwise,
the purchase price will be $1.5 million. At any time prior to the second
anniversary of the Initial Purchase, Reporting Person may increase the number of
the total number of shares of common stock it acquires under the Purchase
Agreement to 60% of the shares of common stock to be then outstanding. The
purchase price for the additional shares shall be determined as follows: If the
average market value of the common stock, measured over a ten-day period during
the two years preceding the second anniversary, is at least $25.0 million, the
purchase price shall be determined by multiplying the actual number of shares to
be purchased by $.001. If Reporting Person previously exercised its right to
acquire shares increasing its investment to 51% of Issuer's common stock, but
the average market value test was not met at the time of the second purchase,
then the purchase price shall be $3.5 million; otherwise the purchase price
shall be $5.0 million.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the best knowledge of Reporting Person, Reporting Person is not a party to
any contract, arrangement, understanding or relationship (legal or otherwise)
with respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A--Press Release issued by Sentry Technology Corporation on January 9,
2001.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Date January 18, 2001
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Signature /s/ /s/
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Name/Title Wim Angel President/CEO Cor De Nood Vice President
