Filed pursuant to Rule 424(b)(3)
of the Securities Act of 1933
Registration No. 33-51957
SENSORMATIC ELECTRONICS CORPORATION
SUPPLEMENT NUMBER ONE TO PROSPECTUS DATED FEBRUARY 3, 1994
This supplement is a part of the Prospectus, dated
February 3, 1994, relating to 4,500,000 shares of Common
Stock, par value $.01 per share, of Sensormatic Electronics
Corporation issuable pursuant to acquisition transactions.
Defined terms contained in this Supplement have the meanings
assigned to them in the Prospectus.
SELLING STOCKHOLDERS
On July 1, 1994, the Company acquired all the
outstanding common stock of Software House, Inc. ("Software
House"). Software House develops proprietary computer
software and associated hardware for use in connection with
electronic access control devices and markets integrated
electronic access control systems based on such software and
hardware.
Substantially all of the purchase price was paid in
the form of 788,874 shares of Sensormatic Common Stock (the
"Closing Date Shares"). The former stockholders of Software
House (the "Selling Stockholders") intend to resell all of the
Closing Date Shares received by them, pursuant to this
Prospectus and the Registration Statement of which it is a
part, during the Resale Period hereinafter referred to.
The Selling Stockholders, and the number of Closing
Date Shares being sold for their account under this
Prospectus, respectively, include Morgenthaler Venture
Partners III, 558,752 shares; John Moss, President of Software
House, 119,821 shares; Jeffrey Bennett, Senior Vice President
- Sales and Marketing of Software House, 27,390 shares; Nelle
Miller, Senior Vice President - Operations of Software House,
25,678 shares; and Daniel Miller, Senior Vice President -
Engineering of Software House, 25,678 shares. Also included
in the Selling Stockholders are Chris Heidelberger, Brian
King, Brian Matteson, David Prince, Michael Ball, Charles
Hulme and John DiNapoli, management and supervisory personnel
of Software House, who are selling approximately 31,555
Closing Date Shares in the aggregate.
The Company has guaranteed that the aggregate net
proceeds of sale of Closing Date Shares sold by Selling
Stockholders during the period of ten trading days following
their issuance (subject to extension) (the "Resale Period")
will not be less than $29.375 per share, the valuation used
for purposes of their issuance, times the number of shares
sold during such period, and the Company will make up any
shortfall (including any shortfall attributable to brokers'
commissions and selling expenses) by issuing additional Shares
under this Prospectus or in cash. The resale by the Selling
Stockholders of any such additional Shares would also be
covered by this Prospectus.
The Selling Stockholders have agreed to repay to
Sensormatic, out of the proceeds of sale of the above Shares,
the approximately $11,000,000 advanced by Sensormatic to repay
outstanding senior and subordinated indebtedness of Software
House in connection with the acquisition.
The date of this Supplement is July 1, 1994.
