Filed pursuant to Rule 424(b)(3)
of the Securities Act of 1933
SENSORMATIC ELECTRONICS CORPORATION
SUPPLEMENT NUMBER TWO TO PROSPECTUS DATED FEBRUARY 3, 1994
This supplement is a part of the Prospectus, dated
February 3, 1994, relating to 4,500,000 shares of Common Stock, par
value $.01 per share, of Sensormatic Electronics Corporation
issuable pursuant to acquisition transactions. Defined terms
contained in this Supplement have the meanings assigned to them in
the Prospectus.
SELLING STOCKHOLDERS
On July 22, 1994, the Company acquired all the
outstanding common stock of Case Security Ltd. ("Case"). Case,
which is based in St. Albans, England, purchases 35mm security
cameras, closed-circuit television and other electronic security
equipment and components from various suppliers and resells and
installs security systems based on such equipment.
The purchase price of 5.8 million pounds sterling
($9,111,800, which amount and other dollar amounts herein have been
converted for convenience on the basis of 1.00 pound sterling =
$1.5710, the spot rate for the sale of dollars and the purchase of
pounds sterling as quoted in London on September 19, 1994) was paid
in the form of a 60-day note payable in cash or in Sensormatic
Common Stock. As of the date hereof, 270,278 shares of Sensormatic
Common Stock (the "Payment Date Shares") have been issued in
payment of 5,793,500 pounds sterling (approximately $9,101,590) of
the principal balance of the note, the remainder of which was paid
in cash. The former stockholders of Case (the "Selling
Stockholders") intend to resell all of the Payment Date Shares
received by them, pursuant to this Prospectus and the Registration
Statement of which it is a part, during the Resale Period
hereinafter referred to.
The Selling Stockholders, and the number of Payment
Date Shares being sold for their account under this Prospectus,
respectively, include Nefry Establishment, 135,139 shares; Charles
Victor Syms, 30,406 shares; James Robert Rudgley, 23,649 shares;
Marian Anne Rudgley, 23,649 shares; Alyson Louise Maria Syms,
18,439 shares; Cathy Simone Lucienne Syms, 13,513 shares; Simon
Adrian Thomas Edgar, 2,252 shares; Clare Elizabeth Edgar, 4,504
shares; Ronald Norman Stean, 1,081 shares; and Jill Anita Stean,
2,027 shares. Messrs. Syms, Rudgley and Stean are directors of
Case. Also included in the Selling Stockholders are approximately
20 additional employees of Case who are selling approximately
15,619 Payment Date Shares in the aggregate.
The Company has guaranteed that the aggregate net
proceeds of sale of Payment Date Shares sold by Selling
Stockholders during the period of five trading days following their
issuance (subject to extension) (the "Resale Period") will not be
less than 21.44 pounds sterling ($33.675) per share, the valuation
used for purposes of their issuance, times the number of shares
sold during such period, and the Company will make up any shortfall
(including any shortfall attributable to brokers' commissions and
selling expenses) by issuing additional Shares under this
Prospectus or in cash. The resale by the Selling Stockholders of
any such additional Shares would also be covered by this
Prospectus.
The date of this Supplement is September 20, 1994.
