<PAGE> 1
As filed with the Securities and Exchange Commission on January 19, 1994.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SENSORMATIC ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3663 34-1024665
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code
Number)
-------------------------
</TABLE>
500 N.W. 12TH AVENUE
DEERFIELD BEACH, FLORIDA 33442
(305) 420-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------------------------
MICHAEL E. PARDUE
EXECUTIVE VICE PRESIDENT
Sensormatic Electronics Corporation
500 N.W. 12th Avenue, Deerfield Beach, Florida 33442
(305) 420-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
JEROME M. LEWINE, ESQ.
Christy & Viener
620 Fifth Avenue, New York, New York 10020
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: From time to time after the
effective date of this Registration Statement.
--------------------------
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to Be to Be Offering Price Aggregate Registration
Registered Registered per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value . . . . . . 4,500,000 $35 $157,500,000 $54,311
shares
</TABLE>
(1) Estimated solely for purposes of calculating the
registration fee on the basis of the average of the high
and low reported sales prices of the Common Stock on
January 18, 1994, on the New York Stock Exchange, in
accordance with Rule 457(c) under the Securities Act of
1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE> 2
CROSS REFERENCE SHEET TO FORM S-4 OF
SENSORMATIC ELECTRONICS CORPORATION
(PURSUANT TO ITEM 501(B) OF REGULATION S-K)
<TABLE>
<CAPTION>
ITEM NUMBER AND LOCATION IN PROXY
CAPTION OF FORM S-4 STATEMENT-PROSPECTUS
------------------- --------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement Facing Page of Registration Statement; Cross-
and Outside Front Cover Page of Prospectus Reference Sheet; Cover Page
2. Inside Front and Outside Back Cover Pages "Available Information"; "Incorporation of
of Prospectus . . . . . . . . . . . . . . Certain Documents by Reference"; Table of
Contents
3. Risk Factors, Ratio of Earnings to Fixed Cover Page; "The Company"; "Condensed Financial
Charges and Other Information . . . . . . Information"; "Pro Forma Combined Financial
Information of Sensormatic and ALPS";
"Sensormatic Selected Historical Financial
Information"; "ALPS Selected Historical Financial
Information"
4. Terms of the Transaction . . . . . . . . *
5. Pro Forma Financial Information . . . . . *
6. Material Contacts with the Company Being *
Acquired . . . . . . . . . . . . . . . .
7. Additional Information Required for
Reoffering by Persons and Parties Deemed to
Be Underwriters . . . . . . . . . . . . . *
8. Interests of Named Experts and Counsel . "Legal Matters"; "Experts"
9. Disclosure of Commission Position on *
Indemnification for Securities Acts
Liabilities . . . . . . . . . . . . . . .
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants "Incorporation of Certain Documents by
Reference"; "The Company"; "Pro Forma Combined
Information of Sensormatic and ALPS";
"Sensormatic Selected Historical Financial
Information"; "ALPS Selected Historical Financial
Information"
11. Incorporation of Certain Information by "Incorporation of Certain Documents by Reference"
Reference . . . . . . . . . . . . . . . .
12. Information with Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
ITEM NUMBER AND LOCATION IN PROXY
CAPTION OF FORM S-4 STATEMENT-PROSPECTUS
------------------- --------------------
<S> <C> <C>
13. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . *
14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants . . . . . *
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3 Companies. .
*
16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . . *
17. Information with Respect to Companies Other
Than S-2 or S-3 Companies . . . . . . . . . *
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations are to be Solicited . . . . *
19. Information if Proxies, Consents or
Authorizations are not to be Solicited, or
in an Exchange Offer . . . . . . . . . . . *
</TABLE>
_________________
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide information
(or further information) in response to one or more of such items under certain
circumstances by means of a post-effective amendment to this Registration
Statement or a supplement to the prospectus contained herein.
<PAGE> 4
SUBJECT TO COMPLETION, DATED JANUARY 18, 1994
PROSPECTUS
SENSORMATIC ELECTRONICS CORPORATION
4,500,000 SHARES OF COMMON STOCK
This Prospectus relates to 4,500,000 shares (the "Shares") of the
Common Stock of Sensormatic Electronics Corporation (the "Company") which may
be offered and issued by the Company from time to time in connection with the
acquisition by the Company, directly or indirectly through subsidiaries of the
Company, of various businesses or assets, or interests therein. Such Shares
may be issued in exchange for shares of capital stock, partnership interests or
other assets representing an interest, direct or indirect, in other companies
or other entities, or in exchange for tangible or intangible assets, including
assets constituting all or substantially all of the assets and businesses of
such entities.
It is expected that the terms of acquisitions involving the issuance
of Shares covered by this Prospectus will be determined by direct negotiations
with the owners or controlling persons of the businesses or assets to be
acquired, and that the Shares so issued will be valued at prices based on
market prices on the New York Stock Exchange, Inc. ("NYSE") at or about the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such Shares, or based on average market prices for periods ending
at or about such times. In the case of entities which are more widely held,
Shares may also be issued through exchange offers to stockholders or documents
soliciting the approval of statutory mergers, consolidations or sales of
assets. No underwriting discounts or commissions will be paid, although
brokers' or finders' fees may be paid from time to time with respect to
specific acquisitions; under some circumstances, the Company may issue Shares
covered by this Prospectus in full or partial payment of such fees. Any person
receiving any such fees may be deemed to be an underwriter within the meaning
of the Securities Act of 1933, as amended (the "Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive from the
Shares covered by this Prospectus in connection with acquisitions and who may
wish to sell such Shares under circumstances requiring or making desirable its
use. The Company's consent to such use may be conditioned upon such persons'
agreeing not to offer more than a specified number of Shares following
amendments to this Prospectus, which the Company may agree to use its best
efforts to prepare and file at certain intervals. The Company may require that
any such offering be effected in orderly fashion through securities dealers.
In certain instances, the Company may guaranty that the aggregate net proceeds
of sale of Shares sold by Selling Stockholders during a limited period
following their issuance will not be less than the valuation used for purposes
of their issuance, and may make up any shortfall (including any shortfall
attributable to brokers' commissions and selling expenses) by issuing
additional Shares under this Prospectus or in cash.
<PAGE> 5
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. *
* A registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may *
* not be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
Sales by Selling Stockholders pursuant to this Prospectus may be made
from time to time in one or more transactions on the NYSE or otherwise.
Selling Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from Selling
Shareholders and/or purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Shareholders
and broker-dealers that participate with Selling Stockholders in the
distribution of Shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Act, and any commissions received by them and any profit
on the resale of Shares may be deemed to be underwriting compensation; however,
the sale by Selling Stockholders of Shares pursuant to this Prospectus shall
not be deemed an admission that they or such broker-dealers are underwriters
under the Act with respect to any such Shares. The Company may agree to
indemnify Selling Stockholders and/or broker-dealers against certain civil
liabilities, including liabilities under the Act, and to reimburse them for
certain expenses in connection with the offering and sale of Shares.
Selling Stockholders may also offer shares of stock issued in past and
future acquisitions by means of prospectuses under other available registration
statements or pursuant to exemptions from the registration requirements of the
Act, including sales which meet the requirements of Rule 145(d) under the Act,
and stockholders should seek the advice of their own counsel with respect to
the legal requirements for such sales.
The shares of Common Stock offered hereby will, prior to their
issuance, be listed on the NYSE subject to official notice of issuance. The
last reported sale price of the Company's Common Stock of the NYSE on January
18, 1994 was $35 1/8.
____________________
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 , 1994
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<PAGE> 6
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 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
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<PAGE> 7
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.
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.
-iv-
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Sensormatic Condensed Historical Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Unaudited Condensed Pro Forma Combined
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PRO FORMA COMBINED FINANCIAL INFORMATION OF
SENSORMATIC AND ALPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SENSORMATIC SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ALPS SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDEX TO HISTORICAL ALPS FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
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<PAGE> 9
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 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.
<PAGE> 10
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, Finland, Norway
and Sweden), Mexico and Puerto Rico (including the Caribbean Basin);
established a joint venture company to manufacture and market certain loss
prevention products in Brazil; and established sales representation in Hungary
and expanded its sales representation into eastern Germany. Additionally,
during the same six-year period, the Company acquired ALPS (discussed further
below); Security Tag Systems, Inc. ("Security Tag"), a U.S. based manufacturer
and marketer of loss prevention products; American Dynamics, a leading U.S.
manufacturer of CCTV components and systems; Continental Instruments
Corporation, a supplier of electronic access control systems; Point of Sale
Data Products, Inc. ("POSdata"), a value-added reseller of laser bar-code
scanners; and, in September 1993, the business and related assets of Robot
Research Inc., a U.S. based manufacturer and marketer of sophisticated CCTV
display and transmission systems. The Company continually evaluates strategic
acquisition opportunities and anticipates making further acquisitions.
In July 1992, the Company acquired from Automated Security (Holdings)
PLC ("ASH"; together with its subsidiaries, the "ASH Group") the ASH Group's
European EAS, CCTV and exception monitoring loss prevention systems division
("ALPS"; also sometimes referred to as "ALP" in this Prospectus or in documents
incorporated by reference herein). With the acquisition of ALPS, previously a
large European distributor of EAS and CCTV products, the Company is able to
offer an expanded base of European customers a full range of EAS technologies
well suited to virtually any retail application, together with a broad
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<PAGE> 11
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
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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<PAGE> 12
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>
THREE MONTHS ENDED
YEARS ENDED MAY 31, YEAR ENDED SEPTEMBER 30,
------------------------------------------------- JUNE 30, ------------------------
1989 1990 1991 1992 1993(1)(2) 1992 1993
---- ---- ---- ---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
Total revenues . . . . . . . . . . $150,904 $191,267 $239,165 $309,878 $487,319 $119,717 $ 143,284
Operating income . . . . . . . . . 16,726 22,796 29,336 43,562 71,008 14,256 22,270
Income from continuing operations . 16,708 20,027 24,711 31,526 54,084 10,891 14,806
Net income . . . . . . . . . . . . 16,688 20,027 24,670 31,526 54,084 10,891 14,806
Primary earnings per common
share(3):
Continuing operations . . . $ 0.40 $ 0.48 $ 0.60 $ 0.73 $ 0.97 $ 0.21 $ 0.25
Net income . . . . . . . . . 0.40 0.48 0.60 0.73 0.97 0.21 0.25
Fully diluted earnings per
common share(3):
Continuing operations . . . 0.40 0.48 0.60 0.73 0.93 0.21 0.24
Net income . . . . . . . . 0.40 0.48 0.60 0.73 0.93 0.21 0.24
Cash dividends per common share(3) 0.033 0.123 0.20 0.20 0.15 (4) 0.05 0.05
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and marketable securities . . $ 53,126 $ 26,885 $102,481 $ 62,692 $117,899 $ 52,672 $ 102,326
Total assets . . . . . . . . . . . 255,076 265,118 421,824 467,341 926,854 852,931 1,011,493
Senior debt . . . . . . . . . . . . 15,539 19,966 33,729 35,574 194,224 149,429 212,709
Convertible subordinated debentures -- -- 115,000 115,000 114,165 115,000 114,155
Total stockholders' equity . . . . 192,028 199,830 222,220 255,690 489,757 465,458 522,128
</TABLE>
||___________________
(1) In fiscal 1993, the Company acquired ALPS and the outstanding common
stock of Security Tag.
-4-
<PAGE> 13
(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.
PRELIMINARY SECOND QUARTER RESULTS
The Company recently stated that it expects net income for the
three months ended December 31, 1993 to be approximately $18.5
million, or $.29 per share, and total revenues for the quarter to be
approximately $160 million, in comparison with net income of $13.6
million, or $.23 per share, and total revenues of $122 million for
the three months ended December 31, 1992. See "Sensormatic Selected
Historical Financial Information".
|| UNAUDITED CONDENSED PRO FORMA COMBINED
FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Combined Sensormatic and ALPS Combined Sensormatic, ALPS and Security Tag
---------------------------------------------- ------------------------------------------------
Three Months Ended Sept. 30, Three Months Ended Sept. 30,
Year Ended ------------------------------- Year Ended -------------------------------
June 30, 1993 1992 1993(1) June 30, 1993(2) 1992 1993(1)
-------------- --------------- -------------- --------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
Total revenues . . . . . . . $495,874 $128,272 $143,284 $510,213 $132,347 $ 143,284
Operating income . . . . . . 70,630 13,511 22,270 70,785 13,271 22,270
Income from continuing
operations . . . . . . . . 54,115 10,677 14,806 53,878 10,467 14,806
Primary earnings per
common share from
continuing operations(3) . $ 0.94 $ 0.20 $ 0.25 $ 0.92 $ 0.19 $ 0.25
Fully diluted earnings per
common share from
continuing operations(3) . 0.92 0.20 0.24 0.89 0.19 0.24
BALANCE SHEET DATA (AT END
OF PERIOD):
Cash and marketable
securities . . . . . . . $ 102,326 $ 102,326
Total assets . . . . . . . 1,011,493 1,011,493
Senior debt . . . . . . . . 212,709 212,709
Convertible subordinated
debentures . . . . . . . 114,155 114,155
Total stockholders' equity. . 522,128 522,128
</TABLE>
||__________________
(1) Sensormatic's historical balance sheet at September 30, 1993 and
income statement for the three months ended September 30, 1993 reflect
the acquisition of ALPS and the merger with Security Tag, which
occurred on July 29, 1992 and June 17, 1993, respectively.
Accordingly, historical balance sheet and income statement information
have been presented in lieu of summary pro forma information as of and
for the three months ended September 30, 1993.
(2) Includes Security Tag for the year ended March 31, 1993.
(3) Adjusted to reflect the three-for-two stock split in fiscal 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDENSED PRO FORMA COMBINED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORICAL COMBINED FINANCIAL CONDITION AT SEPTEMBER 30, 1993
Following the acquisition of ALPS and after giving effect to the merger
with Security Tag, the financial condition of the Company remained
strong. As of September 30, 1993, cash and marketable securities
were approximately $102.3 million and the debt-to-equity ratio of the
Company was .63 to 1.0.
-5-
<PAGE> 14
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.
USE OF PROCEEDS
This Prospectus relates to Shares of Common Stock of the
Company which may be offered and issued by the Company from time to time in the
acquisition of other businesses or assets, or interests therein. Other than
the businesses or assets acquired, there will be no proceeds to the Company
from these offerings, nor will the Company receive any proceeds from any
resales of Shares by Selling Stockholders. In instances where the Company
agrees to guaranty that the aggregate net proceeds from sales of Shares sold by
Selling Stockholders will not be less than the valuation used for the issuance
of such Shares, the Company may be required to issue additional Shares under
this Prospectus or to make a cash payment to make up any shortfall (including
any shortfall attributable to brokers' commissions and selling expenses).
-6-
<PAGE> 15
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.
-7-
<PAGE> 16
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.
-8-
<PAGE> 17
|| 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:
-9-
<PAGE> 18
(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.
-10-
<PAGE> 19
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>
-11-
<PAGE> 20
<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.
_________________________________________
-12-
<PAGE> 21
PRELIMINARY SECOND QUARTER RESULTS
The Company recently stated that it expects net income for the
three months ended December 31, 1993 to be approximately $18.5 million, or $.29
per share, and total revenues for the quarter to be approximately $160 million,
in comparison with net income of $13.6 million, or $.23 per share, and total
revenues of $122 million for the three months ended December 31, 1992. For the
six months ended December 31, 1993, it is expected that net income will be
approximately $33.5 million, or $.53 per share, and that total revenues will be
approximately $303 million, compared with net income of $24.5 million, or $.44
per share, and total revenues of $241.8 million for the comparable prior
period.
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.
-13-
<PAGE> 22
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED NOVEMBER 30, MAY 31,
--------------------------------------- ----------------------------
1989 1990 1991 1991 1991 1992 1992
---- ---- ---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:
U.K. GAAP:
Total revenues . . . . . . . . . . . . . . . . L.34,483 L. 51,257 L. 60,196 $ 89,692 L. 29,182 L. 31,343 $ 46,701
Cost of revenues . . . . . . . . . . . . . . . 16,266 24,313 29,326 43,696 14,030 15,737 23,448
Operating expenses . . . . . . . . . . . . . . 10,369 16,585 19,909 29,664 10,700 12,658 18,860
------ ------ ------ ---------- --------- --------- ---------
Operating income . . . . . . . . . . . . . . . 7,848 10,359 10,961 16,332 4,452 2,948 4,393
Other expenses, net . . . . . . . . . . . . . . 1,070 2,625 3,344 4,983 1,204 1,317 1,962
----- ----- ------ --------- --------- --------- ---------
Income from continuing operations before
income taxes, minority interest and
extraordinary
item . . . . . . . . . . . . . . . . . . . . 6,778 7,734 7,617 11,349 3,248 1,631 2,430
Provision for income taxes . . . . . . . . . . 194 727 7,707 11,483 3,091 676 1,007
Minority interest . . . . . . . . . . . . . . . (80) (29) (38) (57) (46) (29) (43)
--- --- --- ---------- --------- --------- ---------
Income (loss) from continuing operations before
extraordinary items . . . . . . . . . . . . . L. 6,504 L. 6,978 L. (128)$ (191)L. 111 L. 926 $ 1,380
======== ========= ========= ========== ========= ========= =========
Cash dividends paid . . . . . . . . . . . . . . L. 5,300 -- L. 5,200 $ 7,748 L. -- L. -- $ --
======== ======== ========= ========== ========= ========= ========
U.S. GAAP:
Total revenues . . . . . . . . . . . . . . . . L.34,483 L. 51,257 L. 60,196 $ 89,692 L. 29,182 L. 31,343 $ 46,701
Income from continuing operations . . . . . . . 3,133 3,166 4,153 6,188 1,680 682 1,015
BALANCE SHEET DATA (AT END OF PERIOD):
U.K. GAAP:
Cash . . . . . . . . . . . . . . . . . . . . . L. 241 L. 318 L. 587 $ 875 L. 3,772 L. 849 $ 1,265
Net property, plant and equipment . . . . . . . 8,960 13,442 15,870 23,646 14,685 15,875 23,654
Total assets . . . . . . . . . . . . . . . . . 50,292 82,253 94,816 141,276 99,375 111,902 166,734
Long term debt . . . . . . . . . . . . . . . . 3,785 12,326 11,084 16,515 20,661 25,703 38,297
Total shareholders' equity . . . . . . . . . . 3,690 10,533 8,031 11,966 11,910 9,748 14,525
U.S. GAAP:
Total assets . . . . . . . . . . . . . . . . . 60,283 92,715 106,861 159,223 111,872 123,653 184,243
Long term debt . . . . . . . . . . . . . . . . 3,785 12,326 11,084 16,515 20,661 25,703 38,297
Total shareholders' equity . . . . . . . . . . 8,497 13,563 18,377 27,382 20,324 19,800 29,502
</TABLE>
||
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations of ALP" contained in Sensormatic's Prospectus, dated July 22, 1992
(File Number 33-47824), incorporated herein by reference.
The amounts relating to the periods ended November 30, 1991 and May
31, 1992 have been expressed in U.S. dollars ($), solely for the purpose of
convenience, using the Noon Buying Rate in New York City for cable transfers in
foreign currencies as announced for customs purposes by the Federal Reserve
Bank of New York in effect on January 14, 1994. This was $1.49 = L.1.00. On
January 18, 1994, the Noon Buying Rate was $1.50 = L.1.00.
-14-
<PAGE> 23
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.
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.
-15-
<PAGE> 24
INDEX TO HISTORICAL ALPS FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page 1
<S> <C>
Combined condensed balance sheet as of May 31, 1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . F-2
Combined condensed statements of operations for the six months ended May 31,
1991 and 1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Combined condensed statements of cash flows for the six months ended May 31,
1991 and 1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Notes to the combined condensed financial statements for the six months ended
May 31, 1991 and 1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
</TABLE>
F-1
<PAGE> 25
ALPS
COMBINED CONDENSED BALANCE SHEET
AS OF MAY 31, 1992
(UNAUDITED)
<TABLE>
<CAPTION>
L.'000 $'000
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849 1,265
Accounts and notes receivable, prepayments and accrued income, net . . . . . . . . 25,021 37,281
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,051 25,406
---------- ----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,921 63,952
Long term accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . 49,452 73,683
Investment in related company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,744 4,089
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,875 23,654
Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910 1,356
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,902 166,734
========== ==========
LIABILITIES AND COMBINED SHAREHOLDERS' EQUITY
Current liabilities:
Short term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,895 44,544
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . 23,147 34,489
Related company--Security Tag Systems Inc. . . . . . . . . . . . . . . . . . . 1,204 1,794
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 54,246 80,827
Amounts due to ASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,859 51,940
Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,593 6,844
Deferred income taxes payable and other long term liabilities. . . . . . . . . . . 8,335 12,419
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 180
Combined shareholders' equity:
Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,228 9,280
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 1,943 2,895
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,577 2,350
---------- ----------
Total combined shareholders' equity . . . . . . . . . . . . . . . . . . . . 9,748 14,525
---------- ----------
Total liabilities and combined shareholders' equity . . . . . . . . . . 111,902 166,734
========== ==========
Estimated adjustments to restate combined shareholders' equity in accordance
with U.S. GAAP:
Total combined shareholders' equity in accordance with U.K. GAAP . . . . . . 9,748 14,525
------ ------
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,504 14,161
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,699) (2,532)
Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . (441) (657)
Goodwill on related companies. . . . . . . . . . . . . . . . . . . . . . . . 2,688 4,005
---------- ----------
10,052 14,977
---------- ----------
Estimated combined shareholders' equity in accordance with U.S. GAAP . . . . . . . 19,800 29,502
========== ==========
</TABLE>
||
The amounts relating to the period ended May 31, 1992 have
been expressed in U.S. dollars ($), solely for the purpose of convenience,
using the Noon Buying Rate in New York City for cable transfers in foreign
currencies as announced for customs purposes by the Federal Reserve Bank of
New York in effect on January 14, 1994. This was $1.49 = L.1.00. On January
18, 1994, the Noon Buying Rate was $1.50 = L.1.00.
See accompanying notes.
F-2
<PAGE> 26
ALPS
COMBINED CONDENSED STATEMENTS OF OPERATIONS
FOR SIX MONTHS ENDED MAY 31, 1991 AND 1992
(UNAUDITED)
<TABLE>
<CAPTION>
1991 1992 1992
-------- --------- ---------
L.'000 L.'000 $'000
<S> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,182 31,343 46,701
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,030 15,737 23,448
------ ------ ------
Gross profit on sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,152 15,606 23,253
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . 10,700 12,658 18,860
------ ------ ------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,452 2,948 4,393
Share of related company results . . . . . . . . . . . . . . . . . . . . . . . . 110 90 134
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,407 2,096
------- ------ ------
Income before income taxes and minority interest and extraordinary items . . . . 3,248 1,631 2,430
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,091) (676) (1,007)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46) (29) (43)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (193) -- --
-------- ------ ------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82) 926 1,380
======= ======= ======
Estimated adjustments to restate net income (loss) in accordance with
U.S. GAAP:
Estimated net income (loss) in accordance with U.K. GAAP . . . . . . . . . (82) 926 1,380
------ ------ -------
Development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (132) -- --
Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . (275) (275) (410)
Amortization of goodwill on related company . . . . . . . . . . . . . . . . (45) (45) (67)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193 -- --
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,021 76 113
-------- ------- -------
1,762 (244) (365)
------- -------- -------
Estimated net income in accordance with U.S. GAAP . . . . . . . . . . . . . . . . 1,680 682 1,015
======= ====== =======
</TABLE>
See accompanying notes.
F-3
<PAGE> 27
||
ALPS
COMBINED CONDENSED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED MAY 31, 1991 AND 1992
(UNAUDITED)
<TABLE>
<CAPTION>
1991 1992 1992
--------------- ------------- ---------------
L.'000 L.'000 $'000
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . (82) 926 1,380
Adjustments to reconcile net income (loss) to cash
provided (used) by operations:
Depreciation and amortization. . . . . . . . . . . . . . 1,239 1,540 2,295
Shares of related companies' results . . . . . . . . . . (110) (90) (134)
Net changes in operating assets and liabilities 295 (10,289) (15,331)
--------------- ------------- ---------------
Net cash provided (used) by operating activities . . . . . . . 1,342 (7,913) (11,790)
Cash flows from investing activity:
Increase in property and equipment, net . . . . . . . . . . . (2,424) (1,545) (2,302)
Cash flows from financing activities:
Repayments to ASH . . . . . . . . . . . . . . . . . . . . . . (7,223) (12,752) (19,000)
New loans . . . . . . . . . . . . . . . . . . . . . . . . . . 10,318 21,681 32,305
Additional share capital paid in. . . . . . . . . . . . . . . 1,441 791 1,179
--------------- ------------- ---------------
Net cash provided by financing activities . . . . . . . . . . . 4,536 9,720 14,483
--------------- ------------- ---------------
Net increase in cash . . . . . . . . . . . . . . . . . . . . . . 3,454 262 390
Cash at beginning of period . . . . . . . . . . . . . . . . . . 318 587 875
--------------- ------------- ---------------
Cash at end of period . . . . . . . . . . . . . . . . . . . . . 3,772 849 1,265
=============== ============= ===============
Supplementary disclosure:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,407 2,096
Income taxes . . . . . . . . . . . . . . . . . . . . . . . -- 20 30
</TABLE>
||
See accompanying notes.
F-4
<PAGE> 28
||
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:
<TABLE>
<CAPTION>
L.'000
----------------
<S> <C>
Work-in-progress . . . . . . . . . . . . . . 216
Finished goods . . . . . . . . . . . . . . . 16,835
----------------
17,051
================
</TABLE>
(d) Debt
At May 31, 1992 debt is summarized as follows:
<TABLE>
<CAPTION>
L.'000
----------------
<S> <C>
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
================
</TABLE>
||
F-5
<PAGE> 29
Draft 011794
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TENTH of the Registrant's Restated Certificate of
Incorporation and Article IX of the Registrant's By-Laws provide for
indemnification of officers and directors of the Registrant, 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 Registrant. 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 the fullest extent consistent with
applicable law. The By-Laws provide that the right to indemnification is a
contract right and authorize the Registrant 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 Registrant,
express powers to indemnify its directors and officers.
The Registrant carries directors' and officers' liability insurance
covering losses up to $20,000,000 (subject to certain deductible amounts).
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) - Copy of Composite Restated Certificate of Incorporation of
Sensormatic Electronics Corporation filed pursuant to Rule
232.102(c) of Regulation S-T (incorporated by reference to
Exhibit 4(d) to Registration Statement on Form S-3, File
No. 33-61626).
4(b) - Copy of By-Laws of Sensormatic Electronics Corporation
(incorporated by reference to Exhibit 3(b) to Form 10-K
for the fiscal year ended May 31, 1990 (File Number
0-3953)).
4(c) - Indenture, dated as of May 15, 1991, between the
Registrant and Continental Bank National Association, as
Trustee, relating to the Registrant's 7% Convertible
Subordinated Debentures due 2001 (incorporated by
reference to Exhibit 4(a) to Form 10-K for the fiscal year
ended May 31, 1991 (File Number 0-3953)).
4(d) - Note Agreement, dated as of January 15, 1993, among the
Registrant and the Purchasers named therein, relating to
the Registrant's 8.21% Senior Notes Due January 30, 2003
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-4, File No. 33-62750).
II-1
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- ----------------------
<S> <C> <C>
* 5 - Opinion of Christy & Viener, including consent.
* 23(a) - Consent of Christy & Viener (included in Exhibit 5)
* 23(b) - Consent of Ernst & Young
* 23(c) - Consent of BDO Binder Hamlyn
* 24 - Powers of Attorney of Ronald G. Assaf, James E. Lineberger, Michael E. Pardue, Lawrence J. Simmons, Jerome M.
LeWine, Dr. Arthur G. Milnes and John T. Ray, Jr. (included on page II-5 of the Registration Statement).
</TABLE>
____________________
* Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
(C) ITEM 4(B) INFORMATION.
Not applicable.
II-2
<PAGE> 31
ITEM 22. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) 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 purpose 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 undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report, to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(4) (a) The undersigned Registrant hereby
undertakes as follows: that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which
II-3
<PAGE> 32
is a part of this registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(b) The Registrant undertakes that every
prospectus (i) that is filed pursuant to paragraph (4)(a) immediately
preceding, or (ii) that purports to meet the requirements of Section 10(a)(3)
of the Act and is used in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for 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.
(5) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant 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
Registrant 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.
(6) The undersigned Registrant hereby undertakes:
(i) to respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means; and (ii) to
arrange or provide for a facility in the U.S. for the purpose of responding to
such requests. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
(7) The undersigned Registrant hereby undertakes to
supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the Registration Statement when it became effective,
except where the transaction in which the securities being offered pursuant
to the Registration Statement would itself qualify for an exemption from
Section 5 of the Securities Act, absent the existence of other similar (prior
or subsequent) transactions.
II-4
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Deerfield Beach, Florida on the 18th day of January, 1994.
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Ronald G. Assaf
-------------------------
Ronald G. Assaf
Chairman of the Board
and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald G. Assaf, James E. Lineberger,
Michael E. Pardue, Lawrence J. Simmons, Miguel A. Flores and Jerome M. LeWine,
or any of them, his attorney-in-fact, for him in any and all capacities, with
full power of substitution and resubstitution, to sign any amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
conforming all that said attorney-in-fact, or his substitutes, may do or cause
to be done by virtue thereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ronald G. Assaf Chairman of the Board of Directors, President 1/18/94
---------------------------------- and Chief Executive Officer (principal
(Ronald G. Assaf) executive officer)
/s/ Thomas V. Buffett Vice Chairman of the Board of Directors 1/18/94
----------------------------------
(Thomas V. Buffett)
/s/ James E. Lineberger Chairman of the Executive Committee and 1/18/94
---------------------------------- Director
(James E. Lineberger)
/s/ Michael E. Pardue Executive Vice President and Chief Operating 1/18/94
---------------------------------- Officer (principal financial officer) and
(Michael E. Pardue) Director
/s/ Lawrence J. Simmons Vice President of Finance (principal 1/18/94
---------------------------------- accounting officer)
(Lawrence J. Simmons)
/s/ Jerome M. LeWine Director 1/18/94
----------------------------------
(Jerome M. LeWine)
/s/ Arthur G. Milnes Director 1/18/94
----------------------------------
(Dr. Arthur G. Milnes)
/s/ John T. Ray, Jr. Director 1/18/94
----------------------------------
(John T. Ray, Jr.)
</TABLE>
II-5
<PAGE> 34
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
------- ---------------------- -----------
<S><C> <C>
4(a) Copy of Composite Restated Certificate of Incorporation of Sensormatic
Electronics Corporation filed pursuant to Rule 232.102(c) of Regulation S-T
(incorporated by reference to Exhibit 4(d) to Registration Statement on Form S-3,
File No. 33-61626).
4(b) Copy of By-Laws of Sensormatic Electronics Corporation (incorporated by
reference to Exhibit 3(b) to Form 10-K for the fiscal year ended May 31, 1990
(File Number 0-3953)).
4(c) Indenture, dated as of May 15, 1991, between the Registrant and Continental Bank
National Association, as Trustee, relating to the Registrant's 7% Convertible
Subordinated Debentures due 2001 (incorporated by reference to Exhibit 4(a) to
Form 10-K for the fiscal year ended May 31, 1991 (File Number 0-3953)).
4(d) Note Agreement, dated as of January 15, 1993, among the Registrant and the
Purchasers named therein, relating to the Registrant's 8.21% Senior Notes Due
January 30, 2003 (incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-4, File No. 33-62750).
* 5 Opinion of Christy & Viener, including consent.
* 23(a) Consent of Christy & Viener (included in Exhibit 5)
* 23(b) Consent of Ernst & Young
* 23(c) Consent of BDO Binder Hamlyn
* 24 Powers of Attorney of Ronald G. Assaf, James E. Lineberger, Michael E. Pardue,
Lawrence J. Simmons, Jerome M. LeWine, Dr. Arthur G. Milnes and John T. Ray, Jr.
(included on page II-5 of the Registration Statement).
- --------------
</TABLE>
* Filed herewith
<PAGE> 1
Exhibit 5
CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NEW YORK 10020-2457
(212) 632-5500
DIRECT DIAL NUMBER FACSIMILE
(212) 632- (212) 632-5555
January 18, 1994
Sensormatic Electronics Corporation
500 N.W. 12th Avenue
Deerfield Beach, Florida 33442-1795
Re: Registration Statement on Form S-4
----------------------------------
Gentlemen:
We have acted as general counsel to Sensormatic Electronics
Corporation, a Delaware corporation (the "Corporation"), in
connection with the preparation of a Registration Statement on Form
S-4 (the "Registration Statement") being filed under the Securities
Act of 1933, as amended (the "Securities Act") for the registration
by the Corporation of up to 4,500,000 shares of the Corporation's
Common Stock (the "Shares").
As general counsel of the Corporation, we have examined and are
familiar with the Registration Statement, the Agreement, the
Corporation's Restated Certificate of Incorporation and By-Laws, the
proceedings of its stockholders, Board of Directors and committees
thereof, and such certificates of public officials and such other
corporate records and other documents as we have deemed necessary in
rendering this opinion.
Based on the foregoing, and assuming (for purposes of the
opinion set forth in paragraph 2, below) that the applicable
provisions of the Securities Act and the securities of "blue sky"
laws of various states shall have been complied with, we are of the
opinion that:
<PAGE> 2
CHRISTY & VIENER
Sensormatic Electronics Corporation
Page 2 January 18, 1994
1. The Corporation is duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized, and will be validly
issued, fully paid and nonassessable as and when (i) the Corporation's
Board of Directors or a duly authorized committee thereof shall have
adopted resolutions authorizing the issuance and sale of the Shares and
determined the consideration to be received in exchange for the Shares in
transactions as contemplated by the Registration Statement; and (ii) the
Shares shall have been duly issued and delivered to the purchasers thereof
against payment or delivery of the consideration therefor as contemplated
by such resolutions.
We consent to being named in the Registration Statement as
attorneys who have passed on legal matters in connection with the Shares
and we consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
CHRISTY & VIENER
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm under the captions
"Sensormatic Selected Historical Financial Information" and "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Sensormatic
Electronics Corporation (the "Company") for the registration of 4,500,000
shares of the Company's Common Stock, par value $.01 per share, and to the
incorporation by reference therein of our report dated August 13, 1993, with
respect to the consolidated financial statements and schedules of the Company
included in its Annual Report (Form 10-K) for the year ended June 30, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Miami, Florida
January 18, 1994
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the references to our firm under the captions
"ALPS Selected Historical Financial Information" and "Experts" and to the use
of our report dated March 23, 1992, except as to Note 19, which is as of May
20, 1992, with respect to the combined financial statements of ALPS
incorporated by reference in the Registration Statement (Form S-4) of
Sensormatic Electronics Corporation (the "Company") for the registration of
4,500,000 shares of its Common Stock, par value $.01 per share.
BDO BINDER HAMLYN
Chartered Accountants
(Internationally BDO Binder)
London, England
January 18, 1994
