<PAGE> 1
As filed with the Securities and Exchange Commission on February 3, 1994.
Registration No. 33-51955
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENSORMATIC ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1024665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 N.W. 12TH AVENUE
DEERFIELD BEACH, FLORIDA 33442
(305) 420-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL E. PARDUE
EXECUTIVE VICE PRESIDENT
Sensormatic Electronics Corporation
500 N.W. 12th Avenue, Deerfield Beach, Florida 33442
(305) 420-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
JEROME M. LEWINE
Christy & Viener
620 Fifth Avenue, New York, New York 10020
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum
Title of Shares to be to be Aggregate Offering Aggregate Offering Amount of Registration
Registered Registered Price per Share (1) Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock ($.01 90,000 $35 $3,150,000 $1,087
par value)
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
on the basis of the average of the high and low reported sales
prices of the Common Stock on January 18, 1994, on the New York
Stock Exchange, in accordance with Rule 457(c) under the
Securities Act of 1933.
_________________________
<PAGE> 2
PROSPECTUS
SENSORMATIC ELECTRONICS CORPORATION
90,000 SHARES OF COMMON STOCK
This Prospectus relates to up to 90,000 shares (the "Shares")
of the Common Stock of Sensormatic Electronics Corporation (the "Company")
which have been issued or may be issued to the stockholders (the "Selling
Stockholders") of Advanced Entry Systems, Inc. ("AES") pursuant to the
Company's agreement to acquire all of the outstanding stock of AES. The Shares
are to be sold from time to time by the Selling Stockholders on the New York
Stock Exchange, Inc. (the "NYSE") or otherwise at prices then attainable, less
ordinary brokers' commissions and dealers' discounts, as applicable. See "The
Selling Stockholders" and "Plan of Distribution".
The Shares have been approved for listing on the NYSE, subject
to notice of issuance, under the trading symbol SRM. The last reported sale
price of the Company's Common Stock on the NYSE on February 2, 1994 was $34 5/8.
The Shares are being offered for the account of the Selling
Stockholders and the Company will receive no part of the proceeds of this
Offering. See "Use of Proceeds" and "The Selling Stockholders".
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is February 3, 1994
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). This
Prospectus contains information concerning the Company, but does not contain
all of the information set forth in the Registration Statement and exhibits
thereto which the Company has filed with the Commission under the
Securities Act of 1933. Such reports, proxy statements, Registration Statement
and exhibits and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C. 20549, and at the following Regional Offices of
the Commission: Chicago Regional Office, Room 3190, Kluczynski Building, 230
South Dearborn Street, Chicago, Illinois, 60604 and New York Regional Office,
Room 1400, 75 Park Place, New York, New York 10007. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549 at prescribed rates. In addition,
such reports, proxy statements, Registration Statement and exhibits and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993; its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993; its Current Report on Form 8-K filed December 7, 1993 (File
Number 0-3953); and those portions of the Company's Prospectus, dated July 22,
1992 (File Number 33-47824), set forth under the captions "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
ALP" (pages 26 and 27) and "ALP Business" (pages 38 and 39), and the financial
information appearing in the ALP financial statements as of November 30, 1991
and November 30, 1990, and for each year in the three-year period ended
November 30, 1991, included in such Prospectus, including the Report of
Independent Chartered Accountants (pages F-2 through F-19); have been filed
with the Commission and are incorporated by reference into this Prospectus.
The description of the Company's Common Stock set forth in the Company's
amended Registration Statement on Form 8-A, dated May 14, 1991, filed under the
Exchange Act, including any subsequent amendment or report filed for the
purpose of updating such description, is also incorporated herein by reference.
All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
Shares covered by this Prospectus shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from their respective
dates of filing. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained in this Prospectus or in any other subsequently filed
document which is or is deemed to be incorporated herein by reference 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 Prospectus.
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THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE
COPIES OF SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE TEXT OF SUCH
DOCUMENTS), WITHOUT CHARGE, TO EACH PERSON TO WHOM THIS PROSPECTUS IS
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON. REQUESTS FOR COPIES
OF SUCH DOCUMENTS SHOULD BE DIRECTED TO WALTER A. ENGDAHL, SECRETARY,
SENSORMATIC ELECTRONICS CORPORATION, 500 N.W. 12TH AVENUE, DEERFIELD BEACH,
FLORIDA 33442 (TELEPHONE (305) 420-2000).
___________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION ABOUT THE COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, ANY SECURITY OTHER THAN THE SHARES, NOR SHALL THIS PROSPECTUS
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE COMPANY
The Company is a fully-integrated supplier of electronic
security systems to retail and non-retail markets worldwide. The Company
designs, manufactures, markets and services electronic article surveillance
("EAS") systems, including the reusable tags and disposable labels used with
such systems, microprocessor-controlled closed circuit television ("CCTV")
systems, exception monitoring systems and access control systems. These
electronic security systems are used principally to deter shoplifting, or
internal or other theft, in a wide variety of soft and hard goods retail stores
and non-retail environments (such as industrial and commercial facilities), as
well as for other security applications. The Company's multiple product lines,
which have been developed for specific targeted loss prevention applications,
make use of a broad base of technology which it has developed or acquired. The
Company's product lines, together with its extensive, experienced sales and
service organization, have made the Company the recognized world leader in
supplying loss prevention products to retailers. From inception through
September 30, 1993, the Company sold or leased worldwide approximately 206,200
EAS systems and approximately 794 million reusable tags. The Company sold
approximately 292 million disposable labels during the first three months of
fiscal 1994 and approximately 1.1 billion, 750 million and 650 million
disposable labels in fiscal 1993, 1992 and 1991, respectively. The Company
also installed more than 49,600 CCTV camera-containing domes from 1984 through
September 30, 1993.
The Company's initial EAS systems were designed and are
marketed for use primarily by department, specialty and other retail stores for
the protection of clothing and other soft goods merchandise. The Company's
newer EAS product lines have been developed and targeted for specific hard
goods retail applications (including applications in supermarkets
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and hypermarkets and drug, discount, eyeglass, music, hardware,
"do-it-yourself" home improvement, book and video stores) and the Company has
become the leading supplier of EAS products to hard goods retailers. Hard
goods retailers are estimated to be a substantially larger user group than soft
goods retailers and have only begun to use EAS products during the last few
years. These EAS hard goods retailers primarily use disposable labels which
are affixed to merchandise. Use of the hard goods EAS systems creates a
continuing need on the part of retailers for additional disposable labels to be
affixed to new merchandise, resulting in a major source of recurring revenues
for the Company.
The Company has developed a broad range of CCTV products for
use in retail and commercial and industrial applications. CCTV products are
used to control inventory shrinkage and other losses due to internal or
employee theft in retail businesses, and are also used for the protection and
monitoring of personnel and assets in large-scale office and manufacturing
complexes, warehouses, casinos and numerous other non-retail facilities.
Additionally, the CamEra division in the United Kingdom (acquired in connection
with the acquisition of ALPS in July 1992, discussed below) markets packaged,
lower cost CCTV systems primarily for smaller retail and commercial businesses.
The Company is beginning to market CamEra systems elsewhere in Europe and in
the U.S.
The Company's point-of-sale exception monitoring systems
consist of proprietary software interfaces linking retail cash registers with
CCTV systems, which are programmed to record predetermined types of
transactions.
The Company has recently directed substantial new product
development and marketing efforts to commercial, industrial and other
non-retail customers. The Company's Commercial/Industrial Group markets
electronic article protection ("EAP") systems, SensorVision(R) and other CCTV
systems and access control systems for the protection, monitoring and control
of personnel and assets in large-scale office and manufacturing complexes,
warehouses, hospitals and nursing homes, nurseries, transportation centers,
colleges and universities, casinos, nuclear power plants and numerous other
non-retail facilities. Assets which are protected or controlled by the
Company's EAP products include limited access files, computer magnetic tapes
and disks, portable computer systems, facsimile and copy machines and other
office equipment, hospital equipment, garments and supplies, and many other
valuable items. Non-retail businesses are increasingly receptive to systems
integrating combinations of these various products, furnished and serviced by a
single supplier.
To maximize the advantages of its new technologies and
improved and expanded product lines, and to realize their market potential, the
Company has also greatly expanded its sales and marketing efforts in North
America, western Europe, and certain Asia/Pacific countries in recent years.
To this end, the Company has been increasing the total number of sales and
customer engineering personnel, establishing specialized sales groups to reach
targeted potential retail customer groups, and developing a separate group, the
Commercial/Industrial Group, to market products to commercial, industrial and
other non-retail customer groups. In addition, the Company has been
strengthening its global presence through the expansion of direct sales
operations in other strategic geographic areas around the world. During the
past six years, the Company acquired the remaining 51% interest in its United
Kingdom distributor (whose territory included Australia, New Zealand and Hong
Kong); established headquarters for its Asia/ Pacific operations in Singapore;
acquired the EAS and CCTV retail distribution rights and businesses of its
Canadian distributor; acquired certain businesses and related assets of its
distributors operating in Scandinavia (primarily in Denmark,
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<PAGE> 6
Finland, Norway and Sweden), Mexico and Puerto Rico (including the Caribbean
Basin); established a joint venture company to manufacture and market certain
loss prevention products in Brazil; and established sales representation in
Hungary and expanded its sales representation into eastern Germany.
Additionally, during the same six-year period, the Company acquired ALPS
(discussed further below); Security Tag Systems, Inc. ("Security Tag"), a U.S.
based manufacturer and marketer of loss prevention products; American Dynamics,
a leading U.S. manufacturer of CCTV components and systems; Continental
Instruments Corporation, a supplier of electronic access control systems; Point
of Sale Data Products, Inc. ("POSdata"), a value-added reseller of laser
bar-code scanners; and, in September 1993, the business and related assets of
Robot Research Inc., a U.S. based manufacturer and marketer of sophisticated
CCTV display and transmission systems. The Company continually evaluates
stategic acquisition opportunities and anticipates making further acquisitions.
In July 1992, the Company acquired from Automated Security
(Holdings) PLC ("ASH"; together with its subsidiaries, the "ASH Group") the ASH
Group's European EAS, CCTV and exception monitoring loss prevention systems
division ("ALPS"; also sometimes referred to as "ALP" in this Prospectus or in
documents incorporated by reference herein). With the acquisition of ALPS,
previously a large European distributor of EAS and CCTV products, the Company
is able to offer an expanded base of European customers a full range of EAS
technologies well suited to virtually any retail application, together with a
broad range of CCTV, exception monitoring and access control products, backed
by the combined sales and service organization of Sensormatic and ALPS.
Additionally, the Company, already the leader in the U.S. and the world, became
the largest supplier of loss prevention products to retailers in the European
market.
In connection with the acquisition of ALPS, the Company
acquired the ASH Group's interest of approximately 30% in Security Tag. Prior
to June 1993, the Company distributed Security Tag's products outside North and
South America under an exclusive distribution agreement between the Company and
Security Tag. In June 1993, the Company acquired the remaining interest in
Security Tag (approximately 70%).
Another of the Company's strategic objectives is to work
closely with manufacturers and retailers to develop and implement source
labeling and source tagging programs. Source labeling and source tagging are
processes whereby the label or tag is affixed to the merchandise to be
protected at the point of manufacture rather than at the retail store. Several
large U.S. retailers have signed agreements with the Company to purchase the
Company's Ultra-Max(R) equipment in connection with the implementation by such
retailers of source labeling programs with their respective manufacturers, and
a number of other U.S. retailers are exploring similar programs with the
Company.
In March 1993, the National Association of Recording
Merchandisers ("NARM") recommended the Company's acousto-magnetic Ultra-Max
product line as the industry standard for use in source labeling of
pre-recorded music in the U.S. The Company has committed to NARM that, in
connection with NARM's program for source labeling, it would
license its acousto-magnetic technology in the U.S. to other companies
supplying the music industry. In November 1993, the six major music
manufacturers objected to implementing EAS source labeling of pre-recorded
music using the Company's acousto-magnetic technology as recommended by NARM,
principally on the grounds of test results obtained by the manufacturers
which they claimed showed some degradation of the sound quality of certain
audio cassette tapes from the magnetic deactivation devices used. Compact
discs, which are the most subject to shrinkage of the pre-recorded music formats
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carried by music retailers, have not been subject to any controversy
over alleged degradation in sound quality. The manufacturers also expressed
concerns relating to possible problems with label placement and automated
manufacturing processes. NARM, together with an independent test laboratory
engaged by them and two others engaged by the Company, evaluated the test
reports furnished by the manufacturers in support of their position and raised
a number of issues about the testing methodology and performance criteria used
and the conclusions reached. NARM requested that the manufacturers re-evaluate
their test results and perform new tests as required, and reconsider their
conclusions, using better defined criteria and standard test procedures. In
January 1994, all but one of the manufacturers rejected NARM's request. NARM
has expressed dissappointment with the manufacturers' lack of cooperation, and
is continuing to evaluate the viability of source labeling for music retailers.
While it is unclear whether NARM and the music manufacturers will reach
agreement in the near future, music retailers are continuing to expand their
use of the Company's acousto-magnetic Ultra-Max products. Sales to U.S. music
retailers account for approximately 3% of the Company's total consolidated
revenues.
The Company is a Delaware corporation organized in 1968 to
succeed its predecessor, an Ohio corporation founded in 1966. The Company's
principal executive offices are located at 500 N.W. 12th Avenue, Deerfield
Beach, Florida 33442 and its telephone number is (305) 420-2000. Unless the
context otherwise requires, the term "the Company" refers to the Company and
its subsidiaries.
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CONDENSED FINANCIAL INFORMATION
INTRODUCTORY NOTES
The two tables presented below set forth certain condensed
historical financial information and unaudited condensed pro forma combined
financial information for Sensormatic after giving effect to the acquisition of
ALPS, using the purchase method as if such acquisition had been consummated,
with respect to the statements of income, on July 1, 1992. (Sensormatic's
historical balance sheet at September 30, 1993, incorporated herein by
reference, reflects the acquisition of ALPS as it occurred on July 29, 1992.
See "Sensormatic Selected Historical Financial Information".) Additionally,
the unaudited condensed pro forma combined financial information gives effect
to the merger with Security Tag, using the purchase method, as if such merger
were consummated, with respect to the summary of operations data, as of July 1,
1992. (Sensormatic's historical balance sheet at September 30, 1993,
incorporated herein by reference, also reflects the merger with Security Tag as
it occurred on June 17, 1993. See "Sensormatic Selected Historical Financial
Information".) The condensed historical financial information of Sensormatic
set forth in the first table with respect to the three months ended September
30, 1993 is not necessarily indicative of the results expected for the full
year. The information contained in the second table does not purport to be
indicative of the results of operations of Sensormatic which may have been
obtained had the acquisition of ALPS and the merger with Security Tag been
consummated on the dates assumed.
<TABLE>
<CAPTION>
SENSORMATIC CONDENSED HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
YEARS ENDED MAY 31, YEAR ENDED SEPTEMBER 30,
------------------------------------------------- JUNE 30, ------------------------
1989 1990 1991 1992 1993(1)(2) 1992 1993
---- ---- ---- ---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
Total revenues . . . . . . . . . . $150,904 $191,267 $239,165 $309,878 $487,319 $119,717 $ 143,284
Operating income . . . . . . . . . 16,726 22,796 29,336 43,562 71,008 14,256 22,270
Income from continuing operations . 16,708 20,027 24,711 31,526 54,084 10,891 14,806
Net income . . . . . . . . . . . . 16,688 20,027 24,670 31,526 54,084 10,891 14,806
Primary earnings per common
share(3):
Continuing operations . . . $ 0.40 $ 0.48 $ 0.60 $ 0.73 $ 0.97 $ 0.21 $ 0.25
Net income . . . . . . . . . 0.40 0.48 0.60 0.73 0.97 0.21 0.25
Fully diluted earnings per
common share(3):
Continuing operations . . . 0.40 0.48 0.60 0.73 0.93 0.21 0.24
Net income . . . . . . . . 0.40 0.48 0.60 0.73 0.93 0.21 0.24
Cash dividends per common share(3) 0.033 0.123 0.20 0.20 0.15 (4) 0.05 0.05
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and marketable securities . . $ 53,126 $ 26,885 $102,481 $ 62,692 $117,899 $ 52,672 $ 102,326
Total assets . . . . . . . . . . . 255,076 265,118 421,824 467,341 926,854 852,931 1,011,493
Senior debt . . . . . . . . . . . . 15,539 19,966 33,729 35,574 194,224 149,429 212,709
Convertible subordinated debentures -- -- 115,000 115,000 114,165 115,000 114,155
Total stockholders' equity . . . . 192,028 199,830 222,220 255,690 489,757 465,458 522,128
</TABLE>
___________________
(1) In fiscal 1993, the Company acquired ALPS and the outstanding common
stock of Security Tag.
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(2) Selected financial data for and as of the end of the one month ended
June 30, 1992 is as follows: total revenues - $20,992; operating
loss - $3,325; loss from continuing operations and net loss - $2,454;
primary and fully diluted loss per common share from continuing
operations and net loss - $.06 (see Note 3, below); total assets -
$462,233; total debt - $150,268 and total stockholders' equity -
$258,262.
(3) Adjusted to reflect the three-for-two stock split in fiscal 1994.
(4) Fourth quarter dividend of $.05 per share (see Note 3, above) was
declared in July 1993.
SECOND QUARTER RESULTS
The Company recently announced that for the fiscal quarter ended
December 31, 1993, total revenues increased from the comparable prior quarter
by 31% to $159.9 million, operating income increased by 72% to $28.5 million,
and net income increased by 38% to $18.8 million, or $0.29 per share based on
4.4 million additional shares outstanding (after adjusting for the Company's
recent three-for-two stock split). See "Sensormatic Selected Historical
Financial Information - Second Quarter Results".
UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Combined Sensormatic and ALPS Combined Sensormatic, ALPS and Security Tag
---------------------------------------------- ------------------------------------------------
Three Months Ended Sept. 30, Three Months Ended Sept. 30,
Year Ended ------------------------------- Year Ended -------------------------------
June 30, 1993 1992 1993(1) June 30, 1993(2) 1992 1993(1)
-------------- --------------- -------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
Total revenues . . . . . . . . $ 495,874 $ 128,272 $ 143,284 $ 510,213 $ 132,347 $ 143,284
Operating income . . . . . . . 70,630 13,511 22,270 70,785 13,271 22,270
Income from continuing
operations . . . . . . . . . 54,115 10,677 14,806 53,878 10,467 14,806
Primary earnings per
common share from
continuing operations(3) . . $ 0.94 $ 0.20 $ 0.25 $ 0.92 $ 0.19 $ 0.25
Fully diluted earnings per
common share from
continuing operations(3) . . 0.92 0.20 0.24 0.89 0.19 0.24
BALANCE SHEET DATA (AT END
OF PERIOD):
Cash and marketable
securities . . . . . . . . . . $ 102,326 $ 102,326
Total assets . . . . . . . . . 1,011,493 1,011,493
Senior debt . . . . . . . . . . 212,709 212,709
Convertible subordinated
debentures . . . . . . . . . 114,155 114,155
Total stockholders' equity 522,128 522,128
</TABLE>
__________________
(1) Sensormatic's historical balance sheet at September 30, 1993 and
income statement for the three months ended September 30, 1993 reflect
the acquisition of ALPS and the merger with Security Tag, which
occurred on July 29, 1992 and June 17, 1993, respectively.
Accordingly, historical balance sheet and income statement information
have been presented in lieu of summary pro forma information as of and
for the three months ended September 30, 1993.
(2) Includes Security Tag for the year ended March 31, 1993.
(3) Adjusted to reflect the three-for-two stock split in fiscal 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDENSED PRO FORMA COMBINED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORICAL COMBINED FINANCIAL CONDITION AT SEPTEMBER 30, 1993.
Following the acquisition of ALPS and after giving effect to the
merger with Security Tag, the financial condition of the Company
remained strong. As of September 30, 1993, cash and marketable
securities were approximately $102.3 million and the debt-to-equity
ratio of the Company was .63 to 1.0.
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HISTORICAL THREE MONTHS ENDED SEPTEMBER 30, 1993 COMPARED TO
PRO FORMA THREE MONTHS ENDED SEPTEMBER 30, 1992. Historical combined revenues
of $143.3 million for the three months ended September 30, 1993 increased $10.9
million or 8.3% over the pro forma combined revenues for the three months ended
September 30, 1992, after giving effect to the acquisition of ALPS and the
merger with Security Tag. The revenue growth resulted from an increase in
worldwide Sensormatic and ALPS revenues, primarily from higher retail EAS and
CCTV revenues and higher revenues from Sensormatic's Commercial/Industrial
Group, which markets EAS, CCTV and access control systems to non-retail
customers; offset in part by the effect on the local currency revenues of
Sensormatic's international subsidiaries and ALPS when translated into U.S.
dollars for financial statement purposes caused by the stronger average U.S.
dollar (in relation to the local currencies of Sensormatic's international
subsidiaries and ALPS, in the aggregate) throughout the quarter ended September
30, 1993, compared to the quarter ended September 30, 1992.
The 68% increase in historical combined operating income for
the three months ended September 30, 1993, compared to pro forma combined
operating income for the three months ended September 30, 1992, occurred
principally due to an increase in revenues and an improvement in combined gross
profit on revenues from 53% to 55%, primarily attributable to Sensormatic and
ALPS. Combined operating expenses as a percentage of revenues increased from
43% to 46%.
Combined historical other income decreased $3.2 million in the
first three months of fiscal 1994 compared to the pro forma combined other
income for the first three months of fiscal 1993, principally due to the
decrease in interest income earned by Sensormatic and ALPS on trade receivables
under deferred terms and installment contract obligations and on net investment
in sales-type leases, and increased interest expense due to higher borrowings.
The effective tax rate on combined pretax income from continuing operations for
the first three months of fiscal 1994 remained flat at 25% when compared to the
three months ended September 30, 1992.
Historical combined income from continuing operations (and
related fully diluted earnings per share) for the first three months of fiscal
1994 increased $4.3 million (and $0.05), versus pro forma combined income from
continuing operations for the three months ended September 30, 1992, and
outpaced revenue growth based primarily on the factors previously discussed.
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USE OF PROCEEDS
The Company will receive no part of the proceeds from the sale
of the Shares offered pursuant to this Prospectus. The Company has agreed that
if the aggregate proceeds from the sale of Shares sold during a period of three
trading days following the date hereof are less than a specified amount based
on their valuation upon issuance, the Company will issue additional Shares for
resale under this Prospectus or make a cash payment sufficient to reimburse the
Selling Stockholders for the difference. See "The Selling Stockholders".
THE SELLING STOCKHOLDERS
The Selling Stockholders are Patricia McWethy, Steven McWethy
and Steven Fisher, who have been, respectively, the President, Vice President
and Vice President of Regional Operations of AES and are expected to serve,
respectively, as Regional Administrator, Regional Manager and Regional Sales
Manager of the Company. Mr. and Mrs. McWethy were also directors of AES prior
to the AES stock purchase (see "Acquisition of AES" below under this main
heading). At the closing of the stock purchase, Mrs. McWethy was issued 42,288
Shares, Mr. McWethy was issued 29,059 Shares and Mr. Fisher was issued 3,804
Shares (collectively, the "Closing Date Shares"), using a valuation of $34.375
per share (the "Closing Valuation Per Share") based on the average of the NYSE
closing prices of the Common Stock for the five trading days ending January 13,
1994. As discussed in greater detail below, additional Shares may be issued to
the Selling Stockholders in the event that the aggregate net proceeds of sale
of Closing Date Shares which are sold by them during the period beginning on
the date of this Prospectus and ending three NYSE trading days thereafter are
less than the Closing Valuation Per Share (together with accrued interest
thereon) times the number of Closing Date Shares sold during such period. Any
such additional Shares would also be included in the Shares offered pursuant to
this Prospectus in order to permit their resale by the Selling Stockholders.
ACQUISITION OF AES
Effective January 17, 1994, the Company consummated the
acquisition of all of the Stock of AES for $2,600,000 in the aggregate. The
Company paid an additional $1,000,000 to the Selling Stockholders in
consideration of certain agreements regarding non-competition and the
assignment to the Company of certain know-how and proprietary information, and
the Selling Stockholders have also entered into employment agreements with AES.
AES is in the business of reselling and installing access- control systems to
commercial and industrial customers.
The purchase price payable to the Selling Stockholders was
paid in the form of Sensormatic Common Stock issued to them at closing, at a
valuation equal to the Closing Valuation Per Share. The Company has also
agreed that in the event that the aggregate net proceeds from sales of Closing
Date Shares during the period beginning on the date of this Prospectus and
ending three NYSE trading days thereafter are less than (i) the Closing
Valuation Per Share, together with interest accrued thereon at the rate of 10%
per annum from January 17, 1994 to the date of this Prospectus, multiplied by
(ii) the number of Shares sold, the Company will issue additional Shares for
resale under this Prospectus or make a cash payment sufficient to reimburse the
Selling Stockholders for the difference. The number of any
-10-
<PAGE> 12
additional Shares issued by the Company to the Selling Stockholders will be
based on the closing price of the Company's Common Stock on the NYSE on the
trading day preceding the date of issuance of such additional Shares (or a day
not more than two trading days prior thereto). The Company has further agreed
to reimburse the Selling Stockholders, in cash, for any additional shortfall in
the event that the aggregate net proceeds from sales of such additional Shares
during a period of two trading days following their issuance are less than the
amount per share at which they were valued upon issuance multiplied by the
number of Shares sold during such period.
PLAN OF DISTRIBUTION
The Selling Stockholders expect to sell the Shares primarily
through brokers' transactions over the NYSE at prices then attainable, less
ordinary brokers' commissions and dealers' discounts, as applicable. As of the
date of this Prospectus, the Selling Stockholders have no agreement,
arrangement or understanding with any Broker (as such term is defined below) as
to the sale of the Shares.
The Selling Stockholders and any broker or dealer to or
through whom any of the Shares are sold ("Brokers") may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended (the
"Act"), with respect to the Shares offered hereby, and any profits realized by
the Selling Stockholders or the Brokers may be deemed to be underwriting
commissions. Brokers' commissions and dealers' discounts, taxes and other
selling expenses with respect to the Shares are not expected to exceed normal
selling expenses for sales over the NYSE or otherwise, as the case may be. In
the event that the Company is required to issue additional Sensormatic Common
Stock or make cash payments to reimburse the Selling Stockholders for any
shortfall in net proceeds (see "The Selling Stockholders -- Acquisition of
AES"), the Company may be deemed to have borne some or all of such selling
expenses. The Company and the Selling Stockholders have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act.
The registration of the Shares under the Act shall not be
deemed an admission by the Selling Stockholders or the Company that the Selling
Stockholders are underwriters for purposes of the Act of any Shares offered
under this Prospectus.
PRO FORMA COMBINED FINANCIAL INFORMATION
OF SENSORMATIC AND ALPS
INTRODUCTORY NOTE
The following tables set forth certain unaudited condensed pro
forma combined financial information for Sensormatic after giving effect to the
acquisition of ALPS, using the purchase method as if such acquisition had been
consummated, with respect to the statements of income, on July 1, 1992.
(Sensormatic's historical balance sheet at September 30, 1993, incorporated
herein by reference, reflects the acquisition of ALPS as it occurred on July
29, 1992, and, therefore, a pro forma balance sheet has not been presented.
See "Sensormatic Selected Historical Financial Information" in this
Prospectus.) The information contained in the following tables does not
purport to be indicative of the results of operations of Sensormatic which may
have been obtained had the acquisition been consummated on the date assumed.
-11-
<PAGE> 13
ALPS's financial information contained in these pro forma
financial statements has been derived from the financial statements of ALPS
prepared in accordance with accounting principles generally accepted in the
United Kingdom ("U.K. GAAP") and stated in pounds sterling. Such financial
information has been adjusted to comply with applicable accounting principles
generally accepted in the United States ("U.S. GAAP"). Significant differences
between U.K. GAAP and U.S. GAAP are discussed in the historical financial
statements and the notes thereto of ALPS incorporated herein by reference.
This information should be read in conjunction with the
historical consolidated financial statements and accompanying notes of
Sensormatic contained in its Annual Report on Form 10-K for the fiscal year
ended June 30, 1993 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, each of which is incorporated herein by reference, and the
historical financial statements and accompanying notes of ALPS contained
elsewhere herein and in Sensormatic's Prospectus, dated July 22, 1992 (File
Number 33-47824), incorporated herein by reference. See "Incorporation of
Certain Documents by Reference". See also "Unaudited Condensed Pro Forma
Combined Information -- Management's Discussion and Analysis of Condensed Pro
Forma Combined Financial Condition and Results of Operations" elsewhere in this
Prospectus.
-12-
<PAGE> 14
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED JUNE 30, 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED
PRO FORMA SENSORMATIC
SENSORMATIC(1) ALPS(1) ADJUSTMENTS AND ALPS
-------------- ----------- -------------------- ------------
<S> <C> <C> <C> <C>
Total revenues . . . . . . . . . . . . . . $ 487,319 $ 9,469 $ (914)(a) $ 495,874
Cost of revenues . . . . . . . . . . . . . 203,532 4,896 208,428
Operating expenses . . . . . . . . . . . . 212,779 4,092 (55)(b)(e) 216,816
----------- ---------- ---------- ------------
Operating income . . . . . . . . . . . . . 71,008 481 (859) 70,630
Other income (expenses), net . . . . . . . 976 (388) 958 (a)(c)(d) 1,546
------------ ---------- ---------- ------------
Income from continuing
operations before
income taxes . . . . . . . . . . . . . . 71,984 93 99 72,176
Provision for income taxes . . . . . . . . 17,900 42 119(f) 18,061
----------- ---------- ---------- ------------
Income from continuing
operations . . . . . . . . . . . . . . . $ 54,084 $ 51 $ (20) $ 54,115
=========== ========== =========== ============
Primary earnings per common
share from continuing
operations(2) . . . . . . . . . . . . . $ 0.97 $ 0.94
Fully diluted earnings per
common share from continuing
operations(2) . . . . . . . . . . . . . $ 0.93 $ 0.92
Common shares used in the
computation of(2):
Primary earnings per common share from
continuing operations . . . . . . . 56,028 57,378
Fully diluted earnings per common share
from continuing operations . . . . 63,633 64,983
</TABLE>
(1) The ALPS information reflects the pre-acquisition operating results of
ALPS (i.e. operating results for the period from July 1, 1992 to July
29, 1992). The Sensormatic information reflects the post-acquisition
results of ALPS (i.e. operating results for the period from July 30,
1992 to June 30, 1993).
(2) Adjusted to reflect the three-for-two stock split in fiscal 1994.
See Accompanying Notes to Unaudited Condensed Pro Forma Combined
Financial Information of Sensormatic and ALPS.
-13-
<PAGE> 15
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME
Three Months Ended September 30, 1992
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
COMBINED
PRO FORMA SENSORMATIC
SENSORMATIC(1) ALPS(1) ADJUSTMENTS AND ALPS
-------------- ----------- -------------------- ------------
<S> <C> <C> <C> <C>
Total revenues . . . . . . . . . . . . . $ 119,717 $ 9,469 $ (914)(a) $ 128,272
Cost of revenues . . . . . . . . . . . . 54,975 4,896 59,871
Operating expenses . . . . . . . . . . . 50,486 4,092 312 (b) 54,890
---------- -------- ------------ ------------
Operating income . . . . . . . . . . . . 14,256 481 (1,226) 13,511
Other income (expenses), net . . . . . . 135 (388) 958 (a)(c)(d) 705
---------- -------- ------------ ------------
Income from continuing operations
before income taxes . . . . . . . . . 14,391 93 (268) 14,216
Provision for income taxes . . . . . . . 3,500 42 (3)(f) 3,539
---------- -------- ------------ ------------
Income from continuing
operations . . . . . . . . . . . . . . $ 10,891 $ 51 $ (265) $ 10,677
========== ======== ============ ============
Primary earnings per common share from
continuing operations(2) . . . . . . . $ 0.21 $ 0.20
Fully diluted earnings per common share from
continuing operations(2) 0.21 0.20
Common shares used in the computation of(2):
Primary earnings per common share
from continuing operations . . . . . 51,961 53,312
Fully diluted earnings per common share
from continuing operations . . . . . 59,302 60,653
</TABLE>
(1) The ALPS information reflects the pre-acquisition operating results of
ALPS (i.e. operating results for the period from July 1, 1992 to July
29, 1992). The Sensormatic information reflects the post-acquisition
operating results of ALPS (i.e. operating results for the period from
July 30, 1992 to September 30, 1992).
(2) Adjusted to reflect the three-for-two stock split in fiscal 1994.
See Accompanying Notes to Unaudited Condensed Pro Forma Combined
Financial Information of Sensormatic and ALPS.
NOTES TO UNAUDITED CONDENSED PRO FORMA COMBINED
FINANCIAL INFORMATION OF SENSORMATIC AND ALPS
1. BASIS OF PRESENTATION
The statement of income of ALPS has been translated using the
average exchange rate in effect during the relevant period. This rate,
expressed in dollars per L.1.00, was $1.92 for the period from July 1, 1992 to
July 29, 1992.
2. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been made:
-14-
<PAGE> 16
(a) Adjustment to reclassify interest income earned by ALPS on
internally financed sales-type leases to conform to Sensormatic's financial
statement presentation. This adjustment was approximately $914,000 for the
period from July 1, 1992 to July 29, 1992.
(b) Adjustment to record the amortization of the costs in
excess of net assets acquired (approximately $198.0 million) related to the
ALPS acquisition over 40 years. This adjustment was approximately $312,000 for
the period from July 1, 1992 to July 29, 1992, net of the elimination of ALPS
historical amortization of costs in excess of net assets acquired of
approximately $101,000.
(c) Adjustment to reverse the interest expense related to the
debt of ALPS assumed by ASH prior to the acquisition of ALPS. This adjustment
was approximately $374,000 for the period from July 1, 1992 to July 29, 1992.
(d) Adjustment to record interest expense related to the $96.1
million of bank debt, at 4.125% per annum, incurred to partially fund the
acquisition of ALPS. This adjustment was approximately $330,000 for the period
from July 1, 1992 to July 29, 1992.
(e) Adjustment to record an estimate of the cost savings
associated with the implementation by Sensormatic of a formal plan to eliminate
duplicative administrative functions and other overhead costs arising from the
acquisition of ALPS. This adjustment was approximately $367,000 for the year
ended June 30, 1993.
(f) Adjustment to record the income tax effect of the pro
forma adjustments, as applicable.
-15-
<PAGE> 17
SENSORMATIC SELECTED HISTORICAL FINANCIAL INFORMATION
The selected historical financial information presented
below for and as of the end of each of the four years in the period ended May
31, 1992, the one month ended June 30, 1992 and the year ended June 30, 1993,
with the exception of balance sheet data as of June 30, 1992 and other data, is
derived from the Consolidated Financial Statements of Sensormatic, which
financial statements have been audited by Ernst & Young, independent certified
public accountants. The Consolidated Financial Statements as of June 30, 1993
and May 31, 1992, and for each of the three years ended May 31, 1991, May 31,
1992 and June 30, 1993 and the one month ended June 30, 1992, and the report of
Ernst & Young thereon, are included in Sensormatic's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993 (File Number 0-3953), incorporated
herein by reference. The selected historical financial information presented
below as of September 30, 1993 and for the three months ended September 30,
1992 and 1993, with the exception of balance sheet data as of September 30,
1992 and other data, is derived from the unaudited condensed consolidated
financial statements of Sensormatic, included in Sensormatic's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 (File Number 0-3953),
incorporated herein by reference, which in the opinion of Sensormatic
management includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the information set forth therein.
This selected historical financial information should be read in conjunction
with the consolidated financial statements, related notes and other financial
information incorporated herein by reference. The results of operations for
the three months ended September 30, 1993 are not necessarily indicative of
results that can be expected for the full year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED MAY 31, YEAR ENDED SEPTEMBER 30,
----------------------------------------------- JUNE 30, -----------------------
1989 1990 1991 1992 1993(1)(2) 1992 1993
---- ---- ---- ---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
Total revenues . . . . . . . . . . . . . $ 150,904 $ 191,267 $ 239,165 $ 309,878 $ 487,319 $ 119,717 $ 143,284
Cost of revenues . . . . . . . . . . . . 68,368 86,749 106,523 134,723 203,532 54,975 59,006
Operating expenses . . . . . . . . . . . 65,810 81,722 103,306 131,593 212,779 50,486 62,008
-------- -------- -------- -------- -------- -------- --------
Operating income . . . . . . . . . . . . 16,726 22,796 29,336 43,562 71,008 14,256 22,270
Other income (expenses), net 4,382 2,231 1,875 (2,536) 976 135 (2,464)
-------- -------- -------- -------- --------- -------- --------
Income from continuing operations
before income taxes . . . . . . . . . 21,108 25,027 31,211 41,026 71,984 14,391 19,806
Provision for income taxes . . . . . . . 4,400 5,000 6,500 9,500 17,900 3,500 5,000
-------- -------- -------- -------- --------- -------- --------
Income from continuing operations . . . . $ 16,708 $ 20,027 $ 24,711 $ 31,526 $ 54,084 $ 10,891 $ 14,806
======== ======== ======== ======== ========= ======== ========
Primary earnings per common
share from continuing operations(3). . $ 0.40 $ 0.48 $ 0.60 $ 0.73 $ 0.97 $ 0.21 $ 0.25
Fully diluted earnings per
common share from continuing
operations(3) . . . . . . . . . . . . 0.40 0.48 0.60 0.73 0.93 0.21 0.24
Common shares used in the
computation of(3):
Primary earnings per
common share from
continuing operations . . . . . . 41,725 41,722 41,242 43,075 56,028 51,961 60,271
Fully diluted earnings per
common share from
continuing operations . . . . . . 42,028 42,004 41,372 50,479 63,633 59,302 67,588
Cash dividends per common
share(3) . . . . . . . . . . . . . . . $ 0.033 $ 0.123 $ 0.20 $ 0.20 $ 0.15 (4) $ 0.05 $ 0.05
</TABLE>
-16-
<PAGE> 18
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED MAY 31, YEAR ENDED SEPTEMBER 30,
----------------------------------------------- JUNE 30, -----------------------
1989 1990 1991 1992 1993(1)(2) 1992 1993
---- ---- ---- ---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Capital expenditures, net(5). $ 5,761 $ 8,060 $ 14,218 $ 14,824 $ 25,725 $ 2,540 $ 18,173
Increase in revenue
equipment and inventories,
net(5) . . . . . . . . . . 26,479 9,526 35,911 23,925 42,615 6,281 1,443
Systems installed . . . . . . 12.0 18.0 17.4 23.6 51.9 12.0 13.2
Reusable tags sold or leased. 50,000 40,000 65,000 75,000 101,000 19,000 30,000
Disposable labels sold . . . 205,000 350,000 650,000 750,000 1,100,000 206,000 292,000
CCTV domes installed . . . . 5.2 6.3 4.0 8.0 10.0 3.8 3.6
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and marketable securities $ 53,126 $ 26,885 $102,481 $ 62,692 $ 117,899 $ 52, 672 $ 102,326
Net property, plant and
equipment . . . . . . . . 40,402 49,662 65,404 83,543 121,103 122,476 139,351
Total assets . . . . . . . . 255,076 265,118 421,824 467,341 926,854 852,931 1,011,493
Senior debt . . . . . . . . . 15,539 19,966 33,729 35,574 194,224 149,429 212,709
Convertible subordinated
debentures . . . . . . . . -- -- 115,000 115,000 114,165 115,000 114,155
Total stockholders' equity . 192,028 199,830 222,220 255,690 489,757 465,458 522,128
</TABLE>
________________________________________
(1) In fiscal 1993, the Company acquired ALPS and the outstanding
common stock of Security Tag.
(2) Selected financial data for Sensormatic for and as of the end
of the one month ended June 30, 1992 is as follows (in
thousands, except per share amounts): total revenues -
$20,992; operating loss - $3,325; loss from continuing
operations - $2,454; loss from continuing operations per common
share - $.06 (see Note 3, below); total assets - $462,233;
senior debt - $35,268; convertible subordinated debentures -
$115,000; total stockholders' equity - $258,262; and no cash
dividends were declared for such period.
(3) Adjusted to reflect the three-for-two stock split in fiscal
1994.
(4) Fourth quarter dividend of $.05 per share (see Note 3, above)
was declared in July 1993.
(5) Excludes effects of acquisitions and foreign currency
translation adjustments.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Sensormatic" contained in Sensormatic's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993,
and Quarterly Report on Form 10-Q for the quarter ended September 30,
1993, which are incorporated herein by reference.
_________________________________________
-17-
<PAGE> 19
SECOND QUARTER RESULTS
The Company recently announced operating results for the three and six
months ended December 31, 1993. For the three months ended December 31, 1993,
total revenues increased by 31% to $159.9 million from $122.1 million for the
comparable prior quarter. Operating income increased by 72% to $28.5 million
from $16.6 million, while net income rose 38% to $18.8 million from $13.6
million. Earnings per share, based on 4.4 million additional shares
outstanding, increased to $0.29 from $0.23 a year ago after adjusting for the
Company's recent three-for-two stock split.
For the six month period ended December 31, 1993, revenues increased by
25% to $303.2 million, operating income increased by 65% to $50.8 million and
net income rose 37% to $33.6 million. Earnings per share, based on 6.2 million
additional shares outstanding, increased by 20% to $0.53 from $0.44 in the
prior year period after adjusting for the Company's recent three-for-two stock
split.
A brief comparison of the Company's results for the three and six
months ended December 31, 1993 with those of the comparable prior periods
follows:
SELECTED OPERATING RESULTS
(in thousands, except per share amounts)
Three Months Ended Six Months Ended
December 31, December 31,
--------------------------- ----------------------------
1993 1992 1993 1992
------------ ------------- ------------- -------------
Revenues ............ $ 159,869 $ 122,120 $ 303,153 $ 241,837
Operating income .... $ 28,528 $ 16,613 $ 50,798 $ 30,869
Net income .......... $ 18,822 $ 13,604 $ 33,628 $ 24,495
Primary earnings per
common share(1) ... $ 0.31 $ 0.24 $ 0.55 $ 0.45
Fully diluted
earnings per common
share (1)(2)......... $ 0.29 $ 0.23 $ 0.53 $ 0.44
Number of shares
included in the
computation of
earnings per common
share (1):
Primary ...... 61,070 56,782 60,671 54,372
Fully Diluted. 68,665 64,307 68,333 62,128
(1) Adjusted to reflect the three-for-two stock split declared November 1993.
(2) Fully diluted earnings per common share include the if-converted dilutive
effect of the 7% convertible debentures due 2001.
ALPS SELECTED HISTORICAL FINANCIAL INFORMATION
The selected historical financial information presented below for and
as of the end of each of the three years in the period ended November 30, 1991
is derived from the Combined Financial Statements of ALPS, which financial
statements have been audited by BDO Binder Hamlyn (internationally BDO Binder),
Chartered Accountants. The Combined Financial Statements as of November 30,
1990 and 1991, and for each of the three years in the period ended November 30,
1991, and the report of BDO Binder Hamlyn, Chartered Accountants thereon, are
included in Sensormatic's Prospectus dated July 22, 1992 (File number
33-47824), incorporated herein by reference. The selected historical financial
information presented below as of May 31, 1992 and for the periods in the six
months ended May 31, 1991 and 1992 is derived from the unaudited condensed
historical Combined Financial Statements of ALPS included elsewhere in this
Prospectus which in the opinion of ALPS's management includes all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly
the information set forth therein. This selected historical financial
information should be read in conjunction with the combined financial
statements, related notes and other financial information included elsewhere in
this Prospectus and incorporated herein by reference. The results of
operations for the six months ended May 31, 1992 are not necessarily indicative
of results that can be expected for the full year.
ALPS's historical Combined Financial Statements are prepared in
accordance with U.K. GAAP, which differs in certain significant respects from
U.S. GAAP. In making commercial decisions on various transactions, including
acquisitions and dispositions, ALPS's management considered the presentation of
these transactions in its historical Combined Financial Statements under U.K.
GAAP. If ALPS had reported its financial results in accordance with U.S. GAAP,
management may have made different commercial decisions on such transactions or
may have structured such transactions differently. A summary of the
significant differences between U.K. GAAP and U.S. GAAP relevant to ALPS,
together with reconciliations of net income (loss) and shareholders' equity,
are set forth in Note 20 of the ALPS Notes to Combined Financial Statements
incorporated herein by reference.
-18-
<PAGE> 20
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED NOVEMBER 30, MAY 31,
------------------------------------------- ---------------------------------
1989 1990 1991 1991 1991 1992 1992
---- ---- ---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
U.K. GAAP:
Total revenues . . . . . . . . . . . . . . . . L. 34,483 L. 51,257 L. 60,196 $ 89,692 L. 29,182 L. 31,343 $ 46,701
Cost of revenues . . . . . . . . . . . . . . . 16,266 24,313 29,326 43,696 14,030 15,737 23,448
Operating expenses . . . . . . . . . . . . . . 10,369 16,585 19,909 29,664 10,700 12,658 18,860
-------- -------- -------- -------- -------- -------- --------
Operating income . . . . . . . . . . . . . . . 7,848 10,359 10,961 16,332 4,452 2,948 4,393
Other expenses, net . . . . . . . . . . . . . . 1,070 2,625 3,344 4,983 1,204 1,317 1,962
-------- -------- -------- -------- -------- -------- --------
Income from continuing operations before
income taxes, minority interest and extraordinary
item . . . . . . . . . . . . . . . . . . . . 6,778 7,734 7,617 11,349 3,248 1,631 2,430
Provision for income taxes . . . . . . . . . . 194 727 7,707 11,483 3,091 676 1,007
Minority interest . . . . . . . . . . . . . . . (80) (29) (38) (57) (46) (29) (43)
-------- -------- -------- -------- -------- -------- --------
Income (loss) from continuing operations before
extraordinary items . . . . . . . . . . . . . L. 6,504 L. 6,978 L. (128) $ (191) L. 111 L. 926 $ 1,380
======== ======== ======== ======== ======== ======== ========
Cash dividends paid . . . . . . . . . . . . . . L. 5,300 -- L. 5,200 $ 7,748 L. -- L. -- $ --
======== ======== ======== ======== ======== ======== ========
U.S. GAAP:
Total revenues . . . . . . . . . . . . . . . . L. 34,483 L. 51,257 L. 60,196 $ 89,692 L. 29,182 L. 31,343 $ 46,701
Income from continuing operations . . . . . . . 3,133 3,166 4,153 6,188 1,680 682 1,015
BALANCE SHEET DATA (AT END OF PERIOD):
U.K. GAAP:
Cash . . . . . . . . . . . . . . . . . . . . . L. 241 L. 318 L. 587 $ 875 L. 3,772 L. 849 $ 1,265
Net property, plant and equipment . . . . . . . 8,960 13,442 15,870 23,646 14,685 15,875 23,654
Total assets . . . . . . . . . . . . . . . . . 50,292 82,253 94,816 141,276 99,375 111,902 166,734
Long term debt . . . . . . . . . . . . . . . . 3,785 12,326 11,084 16,515 20,661 25,703 38,297
Total shareholders' equity . . . . . . . . . . 3,690 10,533 8,031 11,966 11,910 9,748 14,525
U.S. GAAP:
Total assets . . . . . . . . . . . . . . . . . 60,283 92,715 106,861 159,223 111,872 123,653 184,243
Long term debt . . . . . . . . . . . . . . . . 3,785 12,326 11,084 16,515 20,661 25,703 38,297
Total shareholders' equity . . . . . . . . . . 8,497 13,563 18,377 27,382 20,324 19,800 29,502
</TABLE>
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations of ALP" contained in Sensormatic's Prospectus,
dated July 22, 1992 (File Number 33-47824), incorporated herein by
reference.
The amounts relating to the periods ended November 30, 1991 and May 31,
1992 have been expressed in U.S. dollars ($), solely for the purpose of
convenience, using the Noon Buying Rate in New York City for cable
transfers in foreign currencies as announced for customs purposes by the
Federal Reserve Bank of New York in effect on January 24, 1994. This
was $1.49 = L.1.00. On February 2, 1994, the Noon Buying Rate was $1.50
= L.1.00.
-19-
<PAGE> 21
LEGAL OPINIONS
The validity of the Shares offered hereby will be passed upon
for the Company by Christy & Viener, New York, New York. Jerome M. LeWine,
Esq., a partner in the firm of Christy & Viener participating in the work on
this matter, is a director of the Company. As of February 2, 1994,
Mr. LeWine owned 10,000 shares of Common Stock of the Company and held options
to purchase 172,500 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended June 30, 1993,
have been audited by Ernst & Young, independent certified public accountants,
as set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
The combined financial statements of ALPS as of November 30,
1990 and 1991 and for each of the three years in the period ended November 30,
1991, appearing in the Company's Prospectus, dated July 22, 1992 (File No.
33-47824), have been audited by BDO Binder Hamlyn (Internationally BDO Binder),
Chartered Accountants, as set forth in their report thereon incorporated herein
by reference, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
-20-
<PAGE> 22
INDEX TO HISTORICAL ALPS FINANCIAL STATEMENTS
Page
----
Combined condensed balance sheet as of May 31, 1992 (unaudited) . . . . . F-2
Combined condensed statements of operations for the six months
ended May 31, 1991 and 1992 (unaudited) . . . . . . . . . . . . . . . F-3
Combined condensed statements of cash flows for the six months
ended May 31, 1991 and 1992 (unaudited) . . . . . . . . . . . . . . . F-4
Notes to the combined condensed financial statements for the
six months ended May 31, 1991 and 1992 (unaudited) . . . . . . . . . . F-5
F-1
<PAGE> 23
ALPS
COMBINED CONDENSED BALANCE SHEET
AS OF MAY 31, 1992
(UNAUDITED)
<TABLE>
<CAPTION>
L.'000 $'000
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849 1,265
Accounts and notes receivable, prepayments and accrued income, net . . . . . . 25,021 37,281
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,051 25,406
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,921 63,952
Long term accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . 49,452 73,683
Investment in related company . . . . . . . . . . . . . . . . . . . . . . . . . . 2,744 4,089
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . 15,875 23,654
Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910 1,356
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,902 166,734
========== ==========
LIABILITIES AND COMBINED SHAREHOLDERS' EQUITY
Current liabilities:
Short term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,895 44,544
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . 23,147 34,489
Related company--Security Tag Systems Inc. . . . . . . . . . . . . . . . . . . 1,204 1,794
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 54,246 80,827
Amounts due to ASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,859 51,940
Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,593 6,844
Deferred income taxes payable and other long term liabilities . . . . . . . . . . 8,335 12,419
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 180
Combined shareholders' equity:
Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,228 9,280
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 1,943 2,895
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 1,577 2,350
---------- ----------
Total combined shareholders' equity . . . . . . . . . . . . . . . . . . . . 9,748 14,525
---------- ----------
Total liabilities and combined shareholders' equity . . . . . . . . . . . 111,902 166,734
========== ==========
Estimated adjustments to restate combined shareholders' equity in accordance
with U.S. GAAP:
Total combined shareholders' equity in accordance with U.K. GAAP . . . . . . 9,748 14,525
------ ------
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,504 14,161
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,699) (2,532)
Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (441) (657)
Goodwill on related companies . . . . . . . . . . . . . . . . . . . . . . . 2,688 4,005
---------- ----------
10,052 14,977
---------- ----------
Estimated combined shareholders' equity in accordance with U.S. GAAP . . . . . . . 19,800 29,502
========== ==========
</TABLE>
The amounts relating to the period ended May 31, 1992 have been
expressed in U.S. dollars ($), solely for the purpose of convenience, using the
Noon Buying Rate in New York City for cable transfers in foreign currencies as
announced for customs purposes by the Federal Reserve Bank of New York in
effect on January 24, 1994. This was $1.49 = L.1.00. On February 2, 1994, the
Noon Buying Rate was $1.50=L.1.00.
See accompanying notes.
F-2
<PAGE> 24
ALPS
COMBINED CONDENSED STATEMENTS OF OPERATIONS
FOR SIX MONTHS ENDED MAY 31, 1991 AND 1992
(UNAUDITED)
<TABLE>
<CAPTION>
1991 1992 1992
-------- -------- --------
L.'000 L.'000 $'000
<S> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,182 31,343 46,701
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,030 15,737 23,448
------- ------- -------
Gross profit on sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,152 15,606 23,253
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . 10,700 12,658 18,860
------- ------- -------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,452 2,948 4,393
Share of related company results . . . . . . . . . . . . . . . . . . . . . . . . . . 110 90 134
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,407 2,096
------- ------- -------
Income before income taxes and minority interest and extraordinary items . . . . . . 3,248 1,631 2,430
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,091) (676) (1,007)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46) (29) (43)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (193) -- --
------- ------- -------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82) 926 1,380
======= ======= =======
Estimated adjustments to restate net income (loss) in accordance with
U.S. GAAP:
Estimated net income (loss) in accordance with U.K. GAAP . . . . . . . . . . . . (82) 926 1,380
------- ------- -------
Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (132) -- --
Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . (275) (275) (410)
Amortization of goodwill on related company . . . . . . . . . . . . . . . . . . (45) (45) (67)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193 -- --
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,021 76 113
------- ------- -------
1,762 (244) (365)
------- ------- -------
Estimated net income in accordance with U.S. GAAP . . . . . . . . . . . . . . . . . . 1,680 682 1,015
======= ======= =======
</TABLE>
See accompanying notes.
F-3
<PAGE> 25
ALPS
COMBINED CONDENSED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED MAY 31, 1991 AND 1992
(UNAUDITED)
<TABLE>
<CAPTION>
1991 1992 1992
---------------- -------------- ----------------
L.'000 L.'000 $'000
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . (82) 926 1,380
Adjustments to reconcile net income (loss) to cash
provided (used) by operations:
Depreciation and amortization . . . . . . . . . . . . 1,239 1,540 2,295
Shares of related companies' results . . . . . . . . . (110) (90) (134)
Net changes in operating assets and liabilities. . . . 295 (10,289) (15,331)
--------- --------- ---------
Net cash provided (used) by operating activities . . . . . . . 1,342 (7,913) (11,790)
Cash flows from investing activity:
Increase in property and equipment, net . . . . . . . . . . (2,424) (1,545) (2,302)
Cash flows from financing activities:
Repayments to ASH . . . . . . . . . . . . . . . . . . . . . (7,223) (12,752) (19,000)
New loans . . . . . . . . . . . . . . . . . . . . . . . . . 10,318 21,681 32,305
Additional share capital paid in . . . . . . . . . . . . . 1,441 791 1,179
--------- --------- ---------
Net cash provided by financing activities . . . . . . . . . . 4,536 9,720 14,483
--------- --------- ---------
Net increase in cash . . . . . . . . . . . . . . . . . . . . . 3,454 262 390
Cash at beginning of period . . . . . . . . . . . . . . . . . 318 587 875
--------- --------- ---------
Cash at end of period . . . . . . . . . . . . . . . . . . . . 3,772 849 1,265
========= ========= =========
Supplementary disclosure:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,407 2,096
Income taxes . . . . . . . . . . . . . . . . . . . . . . -- 20 30
</TABLE>
See accompanying notes.
F-4
<PAGE> 26
ALPS
NOTES TO THE COMBINED CONDENSED FINANCIAL STATEMENTS
FOR SIX MONTHS ENDED MAY 31, 1991 AND 1992
(UNAUDITED)
(a) The interim combined financial information included herein is
unaudited. Other than indicated herein, there have been no
significant changes from the financial data set forth in the audited
combined financial statements incorporated herein by reference. In
the opinion of management, such unaudited information reflects all
adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of the unaudited information shown.
Results for interim periods are not necessarily indicative of results
expected for the full year.
(b) Accounts and notes receivable
At May 31, 1992 accounts and notes receivable were net of an allowance
for possible losses of L.4.5 million.
(c) Inventories
At May 31, 1992 inventories consisted of the following:
L.'000
----------------
Work-in-progress . . . . . . . . . . . . . . 216
Finished goods . . . . . . . . . . . . . . . 16,835
----------------
17,051
================
(d) Debt
At May 31, 1992 debt is summarized as follows:
L.'000
----------------
Bank overdrafts . . . . . . . . . . . . . . . 8,785
Unsecured bank loans at variable rates
ranging between 9% and 15% . . . . . . . . 25,631
Obligations under finance lease contracts . . 72
----------------
34,488
Less: current portion . . . . . . . . . . . 29,895
----------------
Long term portion . . . . . . . . . . . . . . 4,593
================
F-5
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the Company in connection with the issuance and
distribution of the Shares, are set forth below. All the amounts shown are
estimates, except for the registration fee.
Securities and Exchange
Commission registration fee . . . . . . . . . . . . . . . $ 1,081
NYSE listing fee . . . . . . . . . . . . . . . . . . . . . 1,500
Fees and expenses of accountants . . . . . . . . . . . . . 3,500
Fees and expenses of counsel . . . . . . . . . . . . . . . 5,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . 500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 2,419
-------
Total . . . . . . . . . . . . . . . . $14,000
=======
Item 15. Indemnification of Directors and Officers.
Article TENTH of the Company's Restated Certificate of Incorporation and
Article IX of the Company's By-Laws provide for indemnification of officers
and directors of the Company, to the fullest extent permitted by applicable
law, for expenses, liabilities and losses actually and reasonably incurred by
them in connection with actual or threatened claims, actions, suits or
proceedings by reason of the fact that such persons are or were officers or
directors of the Company. Such indemnification right includes the right to
receive payment in advance of expenses incurred by the persons seeking
indemnification in connection with claims, actions, suits or proceedings, to
an extent consistent with applicable law. The By-Laws provide that the right
to indemnification is a contract right and authorize the Company to obtain
insurance to effect indemnification. Section 145 of the General Corporation
Law of the State of Delaware grants each corporation organized thereunder,
such as the Company, express powers to indemnify its directors and officers.
The Company carries directors' and officers' liability insurance covering
losses up to $20,000,000 (subject to certain deductible amounts).
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
- ------- ----------------------
* 2(a) Stock Purchase Agreement, dated as of December 31, 1993,
among the Company, Advanced Entry Systems, Inc. ("AES")
and the Stockholders of AES.
II-1
<PAGE> 28
4(a) Composite Restated Certificate of Incorporation of the Company filed
pursuant to Rule 232.102(c) of Regulation S-T (incorporated by
reference to Exhibit 4(d) to the Company's Registration Statement
No. 33-61626)
4(b) By-Laws of the Company (incorporated by reference to Exhibit
3(b) to Form 10-K for the fiscal year ended May 31, 1990 (File
No. 0-3953))
* 5 Opinion of Christy & Viener, including consent
* 23(a) Consent of Christy & Viener (included in Exhibit 5)
23(b) Consent of Ernst & Young
23(c) Consent of BDO Binder Hamlyn
* 24 Powers of Attorney of Ronald G. Assaf, Thomas V. Buffett, James E.
Lineberger, Michael E. Pardue, Lawrence J. Simmons, Jerome M. LeWine,
Arthur G. Milnes and John T. Ray, Jr. (included on page II-4 of
the Registration Statement)
________________________
* Previously Filed.
Item 17. Undertakings.
(1) The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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.
(b) That for the purposes of determining any liability under the
Securities Act of 1933, 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.
(c) 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.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the
II-2
<PAGE> 29
provisions described under Item 15, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Deerfield Beach, Florida on the 31st
day of January, 1994.
SENSORMATIC ELECTRONICS CORPORATION
By /s/ Ronald G. Assaf
-----------------------
Ronald G. Assaf,
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ronald G. Assaf Chairman of the Board of Directors, 1/31/94
- ---------------------------------- President and Chief Executive Officer
(Ronald G. Assaf) (principal executive officer)
* Vice Chairman of the Board of Directors 1/31/94
- ----------------------------------
(Thomas V. Buffett)
* Executive Vice President, Chief Operating 1/31/94
- ---------------------------------- Officer and Chief Financial Officer
(Michael E. Pardue) (principal financial officer) and Director
* Vice President of Finance and Chief 1/31/94
- ---------------------------------- Accounting Officer (principal accounting
(Lawrence J. Simmons) officer)
* Chairman of the Executive Committee and 1/31/94
- ---------------------------------- Director
(James E. Lineberger)
* Director 1/31/94
- ----------------------------------
(Dr. Arthur G. Milnes)
* Director 1/31/94
- ----------------------------------
(Jerome M. LeWine)
* Director 1/31/94
- ----------------------------------
(John T. Ray, Jr.)
* By: /s/ Ronald G. Assaf 1/31/94
- -----------------------------------
Ronald G. Assaf
Attorney-in-fact
</TABLE>
II-4
<PAGE> 31
Index to Exhibits
Exhibit
Number Description of Exhibit
- ------- ----------------------
* 2(a) Stock Purchase Agreement, dated as of December 31, 1993,
among the Company, Advanced Entry Systems, Inc.
("AES") and the Stockholders of AES.
4(a) Composite Restated Certificate of Incorporation of the Company filed
pursuant to Rule 232.102(c) of Regulation S-T (incorporated by
reference to Exhibit 4(d) to the Company's Registration Statement
NO. 33-61626)
4(b) By-Laws of the Company (incorporated by reference to Exhibit 3(b)
to Form 10-K for the fiscal year ended May 31, 1990 (File No.
0-3953))
* 5 Opinion of Christy & Viener, including consent
* 23(a) Consent of Christy & Viener (included in Exhibit 5)
23(b) Consent of Ernst & Young
23(c) Consent of BDO Binder Hamlyn
* 24 Powers of Attorney of Ronald G. Assaf, Thomas V. Buffett, James E.
Lineberger, Michael E. Pardue, Lawrence J. Simmons, Jerome M.
LeWine, Dr. Arthur G. Milnes and John T. Ray, Jr. (included on page
II-4 of Registration Statement)
________________________
* Previously filed.
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm under the
captions "Sensormatic Selected Historical Financial Information" and "Experts"
in Amendment No. 1 to the Registration Statement (Form S-3, No. 33-51955) and
related Prospectus of Sensormatic Electronics Corporation (the "Company"), and
to the incorporation by reference therein of our report dated August 13, 1993,
with respect to the consolidated financial statements and schedules of the
Company included in its Annual Report (Form 10-K) for the year ended June 30,
1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Miami, Florida
January 31, 1994
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the references to our firm under the captions "ALPS
Selected Historical Financial Information" and "Experts" and to the use of our
report dated March 23, 1992, except as to Note 19, which is as of May 20, 1992,
with respect to the combined financial statements of ALPS incorporated by
reference in Amendment No. 1 to the Registration Statement (Form S-3) and
related Prospectus of Sensormatic Electronics Corporation (the "Company") for
the registration of 90,000 shares of the Company's Common Stock, par value $.01
per share.
BDO BINDER HAMLYN
Chartered Accountants
(Internationally BDO Binder)
London, England
January 31, 1994
