<PAGE> 1
As filed with the Securities and Exchange Commission on January 5, 1994.
Registration No. 33-61626
================================================================================
SECURITIES AND EXCHANGE COMISSION
Washington D.C. 20549
---------------------
AMENDMENT NO. 2
(POST-EFFECTIVE
AMENDMENT NO. 1)
TO REGISTRATION STATEMENT
ON FORM S-3 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 orgainization 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 Electronic 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:
LAURENCE S. MARKOWITZ, ESQ.
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/
The 382,500 shares covered by the Prospectus contained in this
Registration Statement represent 255,000 of the 300,000 shares originally
covered by the Registration Statement, adjusted to reflect the three-for-two
split of the Company's Common Stock in the form of a stock dividend distributed
on December 17, 1993. Such shares have been issued or are issuable to
outstanding warrants, the terms of which provide for a change in the number of
shares issuable thereunder in the event of such a stock split and in certain
other events. Pursuant to Rule 416(b) under the Securities Act of 1933, the
additional number of shares resulting from the December 17, 1993 stock split,
and any greater or lesser number of shares resulting from any further
adjustment of the number of shares issuable pursuant to such warrants, are
covered by this Registration Statement.
<PAGE> 2
PROSPECTUS
SENSORMATIC ELECTRONICS CORPORATION
382,500 SHARES OF COMMON STOCK
This Prospectus relates to 382,500 shares (the "Shares") of
the Common Stock of Sensormatic Electronics Corporation (the "Company") to be
sold from time to time by the holder thereof (the "Selling Stockholder") 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 Stockholder" and "Plan of Distribution".
The foregoing number of shares (as well as numbers of shares
and per-share information appearing elsewhere in this Prospectus) gives effect
to a three-for-two stock split of the Company's Common Stock in the form of a
stock dividend distributed on December 17, 1993 to stockholders of record on
November 30, 1993. The Shares were issued or are issuable pursuant to Warrants
issued by the Company to the Selling Stockholder, which Warrants provide for
the adjustment in the number of shares issuable thereunder in the event of such
a stock split or in certain other events. See "The Selling Stockholder".
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 January 4, 1994 was $34 3/8.
The Shares are being offered solely for the account of the
Selling Stockholder and the Company will receive no part of the proceeds of
this Offering. See "Use of Proceeds".
____________________
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 January 5, 1994
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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 Corporation 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 Securities and Exchange 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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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.
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 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
purporting to show 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 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
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label placement and automated manufacturing processes. NARM is currently in
the process of evaluating the test reports furnished by the manufacturers in
support of their position. While there can be no assurance as to the outcome
of the NARM program, 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.
SENSORMATIC CONDENSED HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
YEARS ENDED MAY 31, JUNE 30, SEPTEMBER 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 $ 0.77 $ 0.21 $ 0.25
Net income . . . . . . . . . 0.40 0.48 0.60 0.73 0.77 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>
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(1) In fiscal 1993, the Company acquired ALPS and the outstanding common
stock of Security Tag.
(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.
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.
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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 pro forma combined debt-to-equity ratio of the Company was .63
to 1.0.
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 will receive
proceeds upon the exercise, from time to time, of the Warrants underlying
300,000 of such Shares (see below). If all of such Warrants are exercised, the
Company will receive approximately $3,376,000. Proceeds received by the
Company will be used for general corporate purposes, including working capital.
THE SELLING STOCKHOLDER
The Selling Stockholder is Senvest Capital Inc., a Canadian
corporation formerly known as Sensormatic Canada Limited, whose address is 1140
de Maisonneuve Boulevard West, Suite 1180, Montreal, Quebec H3A 1M8, Canada.
Prior to 1991, the Selling Stockholder was in the business, among other things,
of marketing to retailers electronic article surveillance systems and security
systems, including products manufactured by the Company under a license
agreement with the Company. In December 1990, the Company purchased
substantially all of the assets, including rights under the license agreement,
of the Selling Stockholder related to such business, and, in connection with
such transaction, the Company issued to the Selling Stockholder warrants (the
"Warrants") to purchase up to 1,200,000 shares of the Company's Common Stock
(after giving effect to the three-for-two stock split of the Company's Common
Stock in the form of a fifty percent stock dividend distributed December 17,
1993 to stockholders of record as of November 30, 1993). The Warrants are
exercisable at any time and from time to time through December 31, 1995. The
number of shares issuable pursuant to the Warrants is subject to adjustment in
the event of a stock dividend, stock split, combination, reclassification or
similar event. All numbers of shares of Common Stock and earnings per share
and related financial information appearing in this Prospectus, including the
numbers of Shares set forth on the cover page, under this heading and under
"Legal Opinions", below, give effect to the stock split referred to above and
the resulting adjustment under the Warrants.
As of the date of this Prospectus, the Selling Stockholder
owned beneficially 682,500 shares of the Company's Common Stock, of which
600,000 shares are issuable on exercise of the Warrants and 82,500 shares have
been issued pursuant to the Warrants. As of the date of this Prospectus, the
Selling Stockholder had exercised Warrants to purchase a total of 600,000
shares of the Company's Common Stock, including the above-mentioned 82,500
Shares. The Selling Stockholder is expected to own beneficially 300,000 shares
of the Company's Common Stock after completion of the offering of the Shares in
respect of which this Prospectus is being delivered, all of which Shares are
issuable on exercise of the Warrants.
The Selling Stockholder currently markets certain of the
Company's products to industrial customers in Canada pursuant to a license
agreement with the Company. In addition, Ronald G. Assaf, President, CEO and
Chairman of the Board of Directors of the Company, has been a member of the
Board of Directors of the Selling Stockholder since 1972.
-10-
<PAGE> 12
PLAN OF DISTRIBUTION
The Selling Stockholder expects 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 Stockholder has no, and does not expect to
enter any, agreement, arrangement or understanding with any Broker as to the
sale of the Shares.
The Selling Stockholder 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
Stockholder or the Brokers may be deemed to be underwriting commissions.
Brokers' commissions and dealers' discounts, taxes and other selling expenses
to be borne by the Selling Stockholder are not expected to exceed normal
selling expenses for sales over the NYSE or otherwise, as
the case may be.
The registration of the Shares under the Act shall not be
deemed an admission by the Selling Stockholder or the Company that the Selling
Stockholder is an underwriter for purposes of the Act of any Shares offered
under this Prospectus.
-11-
<PAGE> 13
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.
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>
YEAR ENDED THREE MONTHS ENDED
YEARS ENDED MAY 31, JUNE 30, SEPTEMBER 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
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 December 22, 1993. This was $1.49 = L.1.00. On
January 4, 1994, the Noon Buying Rate was $1.48 = 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. Mr. LeWine owns 12,000 shares of
Common Stock of the Company and holds options to purchase 172,500 shares of
Common Stock of the Company, after giving effect to the Company's three-for-two
stock split referred to above in this Prospectus.
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-4
Combined condensed statements of cash flows for the six months
ended May 31, 1991 and 1992 (unaudited) . . . . . . . . . . . . . . F-5
Notes to the combined condensed financial statements for the
six months ended May 31, 1991 and 1992 (unaudited) . . . . . . . . F-6
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
---------- ----------
</TABLE>
F-2
<PAGE> 24
<TABLE>
<S> <C> <C>
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 December 22, 1993. This was $1.49 = L.1.00. On
January 4, 1994, the Noon Buying Rate was $1.48 = L.1.00.
See accompanying notes.
F-3
<PAGE> 25
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-4
<PAGE> 26
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-5
<PAGE> 27
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-6
<PAGE> 28
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 . . . . . . . . . . . . . . . $ 3,750.00
NYSE listing fee . . . . . . . . . . . . . . . . . . . . . . 1,500.00
Fees and expenses of accountants . . . . . . . . . . . . . . 4,000.00
Fees and expenses of counsel . . . . . . . . . . . . . . . . 6,000.00
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . 500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 1,000.00
----------
Total . . . . . . . . . . . . . . . . $16,750.00
==========
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 $15,000,000 (subject to certain deductible amounts).
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
* 2(a) Agreement and Plan of Merger, dated as of November 16,
1992, among the Company, ST Merger Corp. and Security Tag
Systems, Inc., as amended March 31, 1993.
II-1
<PAGE> 29
4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to Form 10-K
for the fiscal year ended May 31, 1989 (File No. 0-3953))
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))
4(c) Certificate of Amendment of Certificate of Incorporation
of the Company
4(d) Composite Restated Certificate of Incorporation of the
Company filed pursuant to Rule 232.102(c) of Regulation
S-T
* 5 Opinion of Christy & Viener, including consent
*24(a) Consent of Christy & Viener (included in Exhibit 5)
24(b Consent of Ernst & Young
24(c) Consent of BDO Binder Hamlyn
*25 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 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
II-2
<PAGE> 30
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 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> 31
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 4th 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, 1/4/94
------------------------ President and Chief
(Ronald G. Assaf) Executive Officer (principal
executive officer)
* Vice Chairman of the Board of 1/4/94
------------------------ Directors
(Thomas V. Buffett)
* Executive Vice President, 1/4/94
------------------------ Chief Operating Officer and
(Michael E. Pardue) Chief Financial Officer
(principal financial officer)
and Director
* Vice President of Finance and 1/4/94
------------------------ Chief Accounting Officer
(Lawrence J. Simmons) (principal accounting officer)
* Chairman of the Executive 1/4/94
------------------------ Committee and Director
(James E. Lineberger)
* Director 1/4/94
------------------------
(Dr. Arthur G. Milnes)
* Director 1/4/94
------------------------
(Jerome M. LeWine)
* Director 1/4/94
------------------------
(John T. Ray, Jr.)
*By: /s/ Ronald G. Assaf 1/4/94
------------------------
Ronald G. Assaf
Attorney-in-fact
</TABLE>
[/R]
II-4
<PAGE> 32
Index to Exhibits
Exhibit
Number Description of Exhibit
- ------- ----------------------
* 2(a) Agreement and Plan of Merger, dated as of November 16, 1992,
among the Company, ST Merger Corp. and Security Tag Systems,
Inc., as amended March 31, 1993.
4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to Form 10-K for the
fiscal year ended May 31, 1989 (File No. 0-3953))
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))
4(c) Certificate of Amendment of Certificate of Incorporation of the
Company
4(d) Composite Restated Certificate of Incorporation of the Company
filed pursuant to Rule 232.102(c) of Regulation S-T
* 5 Opinion of Christy & Viener, including consent
* 24(a) Consent of Christy & Viener (included in Exhibit 5)
24(b) Consent of Ernst & Young
24(c) Consent of BDO Binder Hamlyn
* 25 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 Registration Statement)
________________________
* Previously filed.
<PAGE> 1
Exhibit 4(c)
CERTIFICATE OF AMENDMENT
OF
SENSORMATIC ELECTRONICS CORPORATION
(Pursuant to Section 242 of the
General Corporation Law of Delaware)
_______________________________
SENSORMATIC ELECTRONICS CORPORATION, a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation the following resolutions were duly adopted, setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation,
declaring such amendment to be advisable and directing that such amendment be
submitted to the stockholders of the Corporation at the next annual meeting of
the stockholders for consideration thereof:
RESOLVED, that the Board of Directors of the Corporation
hereby proposes and recommends the following amendment to the
Certificate of Incorporation, declares such amendment to be advisable
and directs that such amendment shall be considered at the Annual
Meeting of Stockholders of the Corporation to be held on November 12,
1993, or at any adjournment thereof; and further
RESOLVED, that Article FOURTH of the Certificate of
Incorporation of the Corporation be amended by deleting in its
entirety the present part A of Article FOURTH and substituting in lieu
thereof the following new part A of Article FOURTH:
<PAGE> 2
"FOURTH: A. Authorized Shares. The total number of shares
of stock which the Corporation shall have authority to issue
is One Hundred Thirty-five Million (135,000,000) shares, of
which One Hundred Twenty-five Million (125,000,000) shares
shall be Common Stock of the par value of $.01 per share and
Ten Million (10,000,000) shares shall be Preferred Stock of
the par value of $.01 per share."
SECOND: That at the annual meeting of stockholders of the
Corporation duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, on November 12, 1993, the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote thereon voted in favor of the aforesaid amendment.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That the capital of the Corporation will not be
reduced under or by reason of the aforesaid amendment.
IN WITNESS WHEREOF, SENSORMATIC ELECTRONICS CORPORATION has
caused its corporate seal to be hereunto
-2-
<PAGE> 3
affixed and this Certificate to be signed by Michael E. Pardue, Executive Vice
President, and attested by Walter A. Engdahl, Secretary, this 22nd day of
November, 1993.
<TABLE>
<S> <C>
SENSORMATIC ELECTRONICS CORPORATION
[CORPORATE SEAL]
By /s/ Michael E. Pardue
--------------------------------
Executive Vice President
ATTEST:
/s/ Walter A. Engdahl
- ----------------------------------------
Secretary
</TABLE>
-3-
<PAGE> 1
Exhibit 4(d)
As Amended through November 24, 1993
RESTATED CERTIFICATE OF INCORPORATION
OF
SENSORMATIC ELECTRONICS CORPORATION
(Pursuant to Section 245 of the
General Corporation Law of Delaware)
SENSORMATIC ELECTRONICS CORPORATION, a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the present name of the Corporation is
SENSORMATIC ELECTRONICS CORPORATION, which is the name under which the
Corporation was originally incorporated; and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware is May 27, 1968.
SECOND: That the provisions of the Certificate of
Incorporation of the Corporation, as heretofore amended or supplemented, are
hereby restated and integrated into a single instrument as herein set forth,
without further amendment and without any discrepancy between the provisions of
the Certificate of Incorporation, as heretofore amended or supplemented, and
the provisions of said restatement of the Certificate of Incorporation herein
set forth.
<PAGE> 2
THIRD: That the Certificate of Incorporation of the
Corporation, as heretofore amended or supplemented, is hereby restated as
follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
SENSORMATIC ELECTRONICS CORPORATION
(a Delaware corporation)
FIRST: The name of the Corporation is SENSORMATIC
ELECTRONICS CORPORATION.
SECOND: Its registered office in the State of Delaware is
located at 229 South State Street, in the City of Dover, County of Kent. The
name and address of its registered agent is The Prentice-Hall Corporation
System, Inc., 229 South State Street, Dover, Delaware 19901.
THIRD: The nature of the business of the Corporation and of
the objects or purposes to be transacted, promoted and carried on by it, is as
follows:
(1) To acquire by merger, consolidation or otherwise, all
or any part of the business, property, rights, privileges, powers,
franchises and others assets of J K R Corporation, an Ohio
corporation, and in connection therewith to assume all or any of its
debts, liabilities, duties and obligations.
(2) To manufacture, assemble, purchase, rent, lease or
otherwise acquire, and to sell, lease, vend, rent, license, franchise
or otherwise dispose of, and to install, repair, service and maintain,
automatic and/or semi-automatic and/or other article surveillance and
detection machinery, apparatus and equipment of any and all kinds,
together with any and all kinds of allied or related machinery,
apparatus, equipment, products, parts, materials and supplies; to
render inventory control and theft detection services by means of the
foregoing, and/or any other means whatsoever; to conduct, carry on and
consummate any and all transactions, business affairs and activities
with or in conjunction with persons, corporations, partnerships,
associations, or other
-2-
<PAGE> 3
entities and with or in conjunction with Federal, state and local
government or governmental agencies, and to do any and all other
things necessary, proper or expedient to accomplish the foregoing or
any part thereof; and to do any and all things necessary, proper or
expedient to accomplish any or all of the foregoing.
(3) To acquire, by purchase, lease, exchange or
otherwise, to own, hold, use, manage, develop, plot, improve, and to
sell, lease, mortgage, exchange and otherwise deal in, real estate and
any interest or right therein either for its own account or for the
account of others; to erect, construct, rebuild, repair, manage and
control, lease, buy and sell, any and all kinds of buildings,
factories, shops, warehouses, offices, houses, apartment buildings and
structures; and to engage generally in the business of, or operating
and leasing, real estate of every character and description.
(4) To manufacture, purchase or otherwise acquire, sell,
assign and transfer, exchange or otherwise dispose of, and to invest,
trade, deal in or deal with, goods, wares and merchandise and personal
property of every class and description.
(5) To purchase, acquire, hold, mortgage, pledge,
hypothecate, loan money upon, exchange, sell and otherwise deal in
personal property and real property of every kind, character and
description whatsoever and wherever situated and any interest therein.
(6) To apply for, obtain, purchase, take licenses in
respect of or otherwise acquire, and to hold, own, use, grant licenses
in respect of, manufacture under, sell, assign, mortgage, pledge or
otherwise dispose of, the following, to wit: any and all inventions,
devices, designs, processes and any and all improvements and
modifications thereof; any and all letters patent of the United States
or of any other country, state, territory or locality; any and all
rights connected therewith or pertaining thereto; any and all
copyrights granted by the United States or any country, state,
territory or locality; any and all trademarks, service marks, trade
names, trade symbols, and other indications of origin and ownership;
any and all advertising, marketing, labelling, packaging and
promotional symbols, slogans, mottos, techniques; and any and all
other proprietary property granted by or recognized under the laws of
the United States or of any country, state, territory or locality.
-3-
<PAGE> 4
(7) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.
(8) In general, to possess and exercise all the powers
and privileges granted by the General Corporation Law of Delaware or
by any other law of Delaware or by this Certificate of Incorporation
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation.
The business and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the business and purposes specified in each
of the foregoing clauses of this Article THIRD shall be regarded as independent
business and purposes.
FOURTH: A. Authorized Shares. The total number of
shares of stock which the Corporation shall have authority to issue is One
Hundred Thirty-five Million (135,000,000) shares, of which One Hundred
Twenty-five Million (125,000,000) shares shall be Common Stock of the par value
of $.01 per share and Ten Million (10,000,000) shares shall be Preferred Stock
of the par value of $.01 per share.
B. Provisions relating to Preferred Stock. Shares of
the Preferred Stock may be issued from time to time in series, and the Board of
Directors of the Corporation is hereby authorized, subject to the limitations
provided by law, to establish and designate one or more series of the Preferred
Stock, to fix the number of shares constituting each series, and to fix the
designations, powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
of each series and the variations and the relative rights, preferences and
limitations as between series, and to increase and to decrease the number of
shares constituting each series. The authority of the Board of Directors of
the Corporation with respect to each series shall include, but shall not be
limited to, the authority to determine the following:
I. The designation of such series.
II. The number of shares initially constituting
such series.
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III. The increase, and the decrease to a number
not less than the number of the outstanding shares of such series, of
the number of shares constituting such series theretofore fixed.
IV. The rate or rates, and the conditions upon
and the times at which dividends on the shares of such series shall be
paid, the preference or relation which such dividends shall bear to
the dividends payable on any other class or classes or on any other
series of stock of the Corporation, and whether or not such dividends
shall be cumulative, and, if such dividends shall be cumulative, the
date or dates from and after which they shall accumulate.
V. Whether or not the shares of such series
shall be redeemable, and, if such shares shall be redeemable, the
terms and conditions of such redemption, including, but not limited
to, the date or dates upon or after which such shares shall be
redeemable and the amount per share which shall be payable upon such
redemption, which amount may vary under different conditions and at
different redemption dates.
VI. The rights to which the holders of the shares
of such series shall be entitled upon the voluntary or involuntary
liquidation, dissolution or winding up of, or upon any distribution of
the assets of, the Corporation, which rights may be different in the
case of a voluntary liquidation, dissolution or winding up than in the
case of such an involuntary event.
VII. Whether or not the shares of such series
shall have voting rights, in addition to the voting rights provided by
law, and, if such shares shall have such voting rights, the terms and
conditions thereof, including, but not limited to, the right of the
holders of such shares to vote as a separate class either alone or
with the holders of shares of one or more other series of Preferred
Stock and the right to have more than one vote per share.
VIII. Whether or not a sinking fund or a purchase
fund shall be provided for the redemption or purchase of the shares of
such series, and, if such a sinking fund or purchase fund shall be
provided, the terms and conditions thereof.
IX. Whether or not the shares of such series
shall be convertible into, or exchangeable for, shares of
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any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation, and, if provision
be made for conversion or exchange, the terms and conditions of
conversion or exchange, including, but not limited to, any provision
for the adjustment of the conversion or exchange rate or the
conversion or exchange price.
X. Any other relative rights, preferences and
limitations.
C. Provisions relating to Common Stock.
I. Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as determined by the
Board of Directors of the Corporation pursuant to the provisions of
part B of this Article FOURTH, the holders of shares of the Common
Stock shall be entitled to receive such dividends as may be declared
by the Board of Directors of the Corporation.
II. Subject to the preferential liquidation
rights and except as determined by the Board of Directors of the
Corporation pursuant to the provisions of part B of this Article
FOURTH, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any distribution of the assets of,
the Corporation, the holders of shares of the Common Stock shall be
entitled to receive all of the assets of the Corporation available for
distribution to its stockholders ratably in proportion to the number
of shares of the Common Stock held by them.
III. Except as otherwise determined by the Board
of Directors of the Corporation pursuant to the provisions of part B
of this Article FOURTH, the holders of shares of the Common Stock
shall be entitled to vote on all matters at all meetings of the
stockholders of the Corporation, and shall be entitled to one vote for
each share of the Common Stock entitled to vote at such meeting,
voting together with the holders of the Preferred Stock who are
entitled to vote, and not as a separate class.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
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A. To make, alter or repeal the by-laws of the
Corporation.
B. To authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation.
C. To set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it was created.
D. By a majority of the whole Board, to designate one or
more committees, each committee to consist of two or more of the directors of
the Corporation. The Board may designate one or more directors as alternative
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, to the extent provided in
the resolution or in the by-laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; provided, however, that the
by-laws may provide that in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
SEVENTH: Meetings of stockholders may be held within
or without the State of Delaware, as the by-laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by written ballot unless the by-laws of the
Corporation shall so provide.
EIGHTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
NINTH: A. To the fullest extent that the
General Corporation Law of the State of Delaware as it exists on the date
hereof or as it may hereafter be amended permits the
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limitation or elimination of the liability of directors, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. No amendment to this
Certificate of Incorporation, directly or indirectly by merger, consolidation
or otherwise, having the effect of amending, altering, changing or repealing
any of the provisions of this paragraph A shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal, unless such amendment shall have the effect of further
limiting or eliminating such liability.
B. I. The Corporation shall, to the fullest extent
permitted by applicable law as then in effect, indemnify any person
(the "indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness) or was or is threatened
to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "proceeding") by
reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as
a director or officer of another corporation, or of a partnership,
joint venture, trust or other enterprise (including, without
limitation, service with respect to any employee benefit plan),
whether the basis of any such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity
while serving as a director or officer, against all expenses,
liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) actually and reasonably incurred by him in
connection with such proceeding. Such indemnification shall continue
as to a person who has ceased to be a director or officer and shall
inure to the benefit of his heirs and legal representatives. The
right to indemnification conferred in this Article NINTH shall include
the right to receive payment in advance of any expenses incurred by
the indemnitee in connection with such proceeding, consistent with
applicable law as then in effect, and shall be a contract right. The
Corporation may, by action of its Board of Directors, provide
indemnification for employees, agents, attorneys and representatives
of the Corpo-
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<PAGE> 9
ration with up to the same scope and extent as hereinabove provided
for officers and directors. No amendment to this Certificate of
Incorporation having the effect of amending, altering, changing or
repealing any of the provisions of the sections of this paragraph B
shall remove, abridge or adversely affect any right to indemnification
or other benefits under the sections of this paragraph B with respect
to any acts or omissions occurring prior to such amendment or repeal.
II. The right of indemnification, including the
right to receive payment in advance of expenses, conferred in this
Article NINTH shall not be exclusive of any other rights to which any
person seeking indemnification may otherwise be entitled under any
provision of the Certificate of Incorporation, by-law or agreement or
otherwise.
III. In any action or proceeding relating to the
right to indemnification conferred in this Article TENTH, the
Corporation shall have the burden of proof that the indemnitee has not
met any standard of conduct or belief which may be required by
applicable law to be applied in connection with a determination of
whether the indemnitee is entitled to indemnity, or otherwise is not
entitled to indemnity, and neither a failure to make such a
determination nor an adverse determination of entitlement to indemnity
shall be a defense of the Corporation in such an action or proceeding
or create any presumption that the indemnitee has not met any such
standard of conduct or belief or is otherwise not entitled to
indemnity. If successful in whole or in part in such an action or
proceeding, the indemnitee shall be entitled to be indemnified by the
Corporation for the expenses actually and reasonably incurred by him
in connection with such action or proceeding.
C. No amendment to this Certificate of Incorporation,
directly or indirectly by merger, consolidation or otherwise, shall amend,
alter, change or repeal any of the provisions of this Article NINTH, unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of the holders of at least 80 percent of the outstanding
shares of stock of the Corporation entitled to vote in elections of directors,
provided that this paragraph C shall not apply to any such amendment if such
amendment is submitted to the stockholders for adoption with the unanimous
recommendation of the entire Board of Directors.
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TENTH: A. The number of directors of the Corporation
shall be such as from time to time shall be fixed by, or in the manner provided
in, the by-laws. The Board of Directors shall be divided into three classes as
nearly equal in number as possible, with the term of office of one class
expiring each year. The terms of office of the directors elected at the annual
meeting of stockholders in 1977 and initially classified shall be as follows:
directors of the first class shall hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall hold office for
a term expiring at the second succeeding annual meeting and directors of the
third class shall hold office for a term expiring at the third succeeding
annual meeting. At each annual meeting of stockholders after the annual
meeting in 1977, directors elected to succeed the class of directors whose
terms expire at such annual meeting shall be elected to hold office for a term
expiring at the third succeeding annual meeting after their election. During
the intervals between annual meetings of stockholders, any vacancies occurring
in the Board of Directors and any newly created directorships resulting from an
increase in the number of directors shall be filled by a majority vote of the
directors then in office, whether or not a quorum, or by a sole remaining
director, except as otherwise provided by law. Each director chosen to fill a
vacancy shall hold office for the unexpired term in respect of which such
vacancy occurred. Each director chosen to fill a newly created directorship
shall hold office for a term expiring at the annual meeting at which the terms
of the directors of the class to which such director shall have been elected
expire. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among
the classes as to make all classes as nearly equal in number as possible. Each
director shall hold office for the specified term and until a successor shall
be duly elected and qualified, except in the event of death, resignation or
removal. A director may be removed from office at any time, but only for
cause, by the affirmative vote of the holders of a majority of the outstanding
shares of stock entitled to vote for the election of directors at a meeting of
the stockholders called for that purpose.
B. Notwithstanding anything to the contrary contained in
paragraph A of Article SIXTH of this Certificate of Incorporation, the
provisions of the by-laws of the Corporation with respect to the number,
classification, term of office, qualifications, election and removal of
directors and the filling of vacancies and newly created directorships, and the
amendment thereof, that is, sections 2, 10 and 11 of Article III and Article
XII of the by-laws may be amended or
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<PAGE> 11
repealed or new by-laws affecting such provisions may be adopted only by
resolution adopted unanimously by the entire Board of Directors or by the
affirmative vote of the holders of at least 80 percent of the outstanding
shares of stock of the Corporation entitled to vote in elections of directors
(except that if such proposed amendment or repeal or adoption of new by-laws
shall be submitted to the stockholders with the unanimous recommendation of the
entire Board of Directors, such provisions may be amended or repealed or such
new by-laws may be adopted by affirmative vote of the holders of a majority of
such stock).
C. No amendment of this Certificate of Incorporation,
directly or indirectly by merger, consolidation or otherwise, shall amend,
alter, change or repeal any of the provisions of this Article TENTH unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of at least 80 percent of the outstanding shares of stock
of the Corporation entitled to vote in elections of directors; provided that
this paragraph C shall not apply to any such amendment if such amendment is
submitted to the stockholders for adoption with the unanimous recommendation of
the entire Board of Directors.
ELEVENTH: A. Notwithstanding any other provision of this
Certificate of Incorporation and except as set forth in paragraph B of this
Article ELEVENTH, the affirmative vote of the holders of at least 80 percent of
the outstanding shares of voting stock (as defined in paragraph E of this
Article ELEVENTH) shall be required:
I. For the adoption of any agreement for the
merger or consolidation of the Corporation or any Subsidiary (as
defined in paragraph E of this Article ELEVENTH) with or into any
other person (as defined in paragraph E of this Article ELEVENTH).
II. To authorize any sale, lease, transfer or
exchange of, or any mortgage or pledge of or the granting of any other
security interest in, or any other disposition of, all or any
substantial part of the assets of the Corporation or any Subsidiary to
or with any other person (in a single transaction or in a series of
related transactions).
III. To authorize the issuance or transfer by the
Corporation or any Subsidiary of any securities of the Corporation or
any Subsidiary (except securities issued pursuant to a stock option,
purchase, bonus or other plan or arrangement, for natural persons who
are
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<PAGE> 12
directors, employees, consultants and/or agents of the Corporation or
a Subsidiary, or securities issued upon exercise of any conversion
rights, warrants, options or rights which shall have been outstanding
at the time of adoption of this Article ELEVENTH or which shall have
been issued in a transaction not in contravention of the provisions of
this Article ELEVENTH) to any other person in exchange for cash,
securities or other assets or a combination thereof, if, in the case
of any of the foregoing transactions (as of the date of any action
taken by the Board of Directors with respect to any such proposed
transaction, or as of the record date for the determination of
stockholders entitled to notice of and to vote on any such proposed
transaction or immediately prior to the consummation of any such
proposed transaction), such other person is, or at any time within the
preceding 12 months has been, the beneficial owner, directly or
indirectly, of 5 percent or more of the outstanding shares of voting
stock of the Corporation.
B. The provisions of paragraph A of this Article
ELEVENTH shall not apply to (1) any transaction described in such paragraph A
if the Board of Directors of the Corporation shall by resolution have approved
a memorandum of agreement with such person setting forth the principal terms of
such transaction and such transaction is substantially consistent therewith,
provided that a majority of those directors voting in favor of such resolution
are Continuing Directors (as defined in paragraph E of this Article ELEVENTH),
(2) any transaction described in such paragraph A if the other party to such
transaction is a Major Subsidiary (as defined in paragraph E of this Article
ELEVENTH) or (3) any transaction described in such paragraph A (other than a
merger or consolidation to which the Corporation would be a party) if the fair
value of the securities, assets or other consideration proposed to be issued or
transferred, in any way disposed of, or received, by the Corporation or any
Subsidiary in connection with any such transaction or any series of such
transactions which are related is less than $2,000,000.
C. Notwithstanding any other provisions of this
Certificate of Incorporation and except as set forth in paragraph D of this
Article ELEVENTH, the affirmative vote of the holders of at least 80 percent of
the outstanding shares of voting stock of the Corporation shall be required:
I. To authorize a liquidation or dissolution
of the Corporation,
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II. To authorize any offer by the Corporation to
purchase shares of its outstanding voting stock (except pursuant to
redemption provisions of any preferred stock of the Corporation),
III. To authorize any reclassification of
securities of the Corporation, any recapitalization or any other
transaction in each case designed to decrease the number of holders of
the Corporation's voting stock,
if (as of the date of any action taken by the Board of Directors with respect
to any such proposed transaction, or as of the record date for the
determination of stockholders entitled to notice of and to vote on any such
proposed transaction or immediately prior to the consummation of any such
proposed transaction) any other person is the beneficial owner, directly or
indirectly, of 5 percent or more of the outstanding shares of voting stock of
the Corporation.
D. The provisions of paragraph C of this Article TWELFTH
shall not apply to any transaction described in such paragraph C if the Board
of Directors of the Corporation shall by resolution have approved a memorandum
setting forth the principal terms of such transaction and such transaction is
substantially consistent therewith, provided that a majority of those directors
voting in favor of such resolution are Continuing Directors (as defined in
paragraph E of this Article ELEVENTH).
E. For the purpose of this Article ELEVENTH:
I. The "voting stock" of any corporation shall
mean stock of all classes of such corporation entitled to vote in
elections of directors, considered as one class.
II. Any person shall be deemed to be the
"beneficial owner" of any shares of stock of the Corporation (i) which
it owns, directly or indirectly, whether of record or not, or which it
has the right to acquire pursuant to any agreement, or upon exercise
of conversion rights, warrants or options, or otherwise, or (ii) which
are beneficially owned, directly or indirectly (including shares
deemed owned through application of clause (i) above), by any other
person which is its affiliate or associate (as defined in this
paragraph E) or with which it or any of its affiliates or associates
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of stock of the Corporation.
The outstanding shares of any
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class of stock of the Corporation shall be deemed to include shares
deemed owned, through application of clauses (i) and (ii) above, but
shall not include any other shares which may be issuable pursuant to
any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise.
III. An "affiliate" of a specified person is any person
that, directly or indirectly, controls or is controlled by, or is
under common control with, the person specified. For the purposes of
this definition, "control" (including, with correlative meanings, the
terms "controlled by" and "under common control with"), as used with
respect to any person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of the specified person, whether through the
ownership of voting securities or by contract or otherwise.
IV. The term "associate" used to indicate a relationship
with any specified person means (i) any person in which such specified
person has a significant financial interest or as to which such
specified person's relationship is such that such specified person
substantially influences its management and policies or any person
having a significant financial interest in such specified person or
which substantially influences the management and policies of such
specified person, and without limitation to the foregoing, (ii) any
person of which such specified person is an officer, director or
partner or is, directly or indirectly, the beneficial owner of 5
percent or more of any class of equity securities, (iii) any trust or
other estate in which such specified person has a substantial
beneficial interest or as to which such person serves as trustee or in
a similar fiduciary capacity, and (iv) any relative or spouse of such
specified person, or any relative of such spouse, who has the same
home as such specified person or who is a director or officer of such
specified person or any corporation which controls or is controlled by
such specified person.
V. A "person" is any individual, corporation or other
entity.
VI. The term "securities" shall include, without
limitation, any stocks, bonds, debentures, notes and evidences of
indebtedness, and any warrants, options
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and other rights to subscribe to or purchase any of the foregoing.
VII. A "Subsidiary" is any corporation of which at least a
majority of the outstanding shares of equity stock is owned of record
or beneficially by the Corporation and/or its Subsidiaries. A "Major
Subsidiary" is any corporation of which at least 80 percent of the
outstanding shares of equity stock is owned of record and beneficially
by the Corporation and/or its Major Subsidiaries.
VIII. The term "Continuing Director" shall mean a person
who was a duly elected and acting director of the Corporation at the
time of the adoption of this Article ELEVENTH or became a duly elected
and acting director of the Corporation prior to the time that, for the
purposes of paragraph B or D, as the case may be, of this Article
ELEVENTH, such other person became a beneficial owner, directly or
indirectly, of 5 percent or more of the voting stock of the
Corporation, or a person designated (whether before or after election
as a director) to be a Continuing Director by a majority of the
Continuing Directors.
F. A majority of the Continuing Directors shall have the
power and duty to determine for the purposes of this Article ELEVENTH, on the
basis of information known to them, whether a proposed transaction is subject
to the provisions of paragraph A or C of this Article ELEVENTH, and in
particular and without limitation, whether (1) any person beneficially owns 5
percent or more of the outstanding shares of voting stock of the Corporation,
(2) any person is an "affiliate" or "associate" of any other person, (3) any
person has an agreement, arrangement or understanding with any other person,
(4) any proposed transaction involves a substantial part of the assets of the
Corporation or any Subsidiary, (5) the fair value of securities, assets or
other consideration referred to in paragraph B of this Article ELEVENTH is less
than $2,000,000, (6) any series of transactions are related, and (7) the
memorandum referred to in paragraph B or D of this Article ELEVENTH is
substantially consistent with the transaction to which it relates. Any such
determination shall be conclusive and binding for all purposes of this Article
ELEVENTH.
G. The affirmative vote of stockholders required by this
Article TWELFTH shall be in lieu of any lesser vote or consent of the holders
of the stock of the Corporation otherwise required by law or in any agreement
to which the
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Corporation is a party, and shall be in addition to any voting requirements
imposed by law or any other provisions of the Certificate of Incorporation of
the Corporation, including resolutions providing for the issuance of a class or
series of stock adopted by the Board of Directors pursuant to authority vested
in it by the provisions of the Certificate of Incorporation, in favor of
certain classes of stock.
H. No amendment to this Certificate of Incorporation,
directly or indirectly by merger, consolidation or otherwise, shall amend,
alter, change or repeal any of the provisions of this Article ELEVENTH, unless
the amendment effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of the holders of at least 80 percent of the
outstanding shares of stock of the Corporation entitled to vote in elections of
directors; provided that this paragraph H shall not apply to any such amendment
if such amendment is submitted to the stockholders for adoption with the
unanimous recommendation of the entire Board of Directors.
TWELFTH: A. No action required to be taken or which may be
taken at any annual or special meeting of stockholders of the Corporation may
be taken without a meeting and the power of stockholders to consent in writing
to the taking of any action is specifically denied.
B. No amendment to this Certificate of Incorporation,
directly or indirectly by merger, consolidation or otherwise, shall amend,
alter, change or repeal any of the provisions of this Article TWELFTH unless
the amendment effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of the holders of at least 80 percent of the
outstanding shares of stock of the Corporation entitled to vote in elections of
directors; provided that this paragraph B shall not apply to any such amendment
if such amendment is submitted to the stockholders for adoption with the
unanimous recommendation of the entire Board of Directors.
FOURTH: That this Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation in accordance with
the provisions of Section 245 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, SENSORMATIC ELECTRONICS CORPORATION has
caused its corporate seal to be hereunto affixed
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and this Restated Certificate of Incorporation to be signed by Michael E.
Pardue, a Vice President, and attested by Marian Fetchik, an Assistant
Secretary, this 20th day of March, 1987.
SENSORMATIC ELECTRONICS
CORPORATION
[CORPORATE SEAL]
By /s/Michael E. Pardue
-----------------------------
Vice President
ATTEST:
Marian E. Fetchik
Assistant Secretary
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<PAGE> 1
EXHIBIT 24(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. 2 (Post-Effective Amendment No. 1) to the Registration
Statement (Form S-3, No. 33-61626) 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
Fort Lauderdale, Florida
January 5, 1994
<PAGE> 1
EXHIBIT 24(c)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the references to our firm under the captions "ALP
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 ALP
incorporated by reference in Amendment No. 2 (Post-Effective Amendment No.
1) to the Registration Statement (Form S-3, No. 33-61626) and related
Prospectus of Sensormatic Electronics Corporation.
BDO BINDER HAMLYN
Chartered Accountants
(Internationally BDO Binder)
London, England
January 5, 1994
