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As filed with the Securities and Exchange Commission on March 29, 1995.
Registration No. 33-
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Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
SENSORMATIC ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 34-1024665
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 N.W. 12th Avenue, Deerfield Beach, Florida 33442-1795
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(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full title of the Plan)
MICHAEL E. PARDUE
Executive Vice President, Chief Operating Officer and Chief Financial Officer
Sensormatic Electronics Corporation
500 N.W. 12th Avenue
Deerfield Beach, Florida 33442-1795
(305) 420-2000
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
Jerome M. LeWine, Esq.
Christy & Viener
620 Fifth Avenue
New York, New York 10020
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Proposed Amount
to be to be Maximum Offering Maximum Aggregate of
Registered Registered(1) Price per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock par value
$.01 per share 3,900,000 shares $ 30.1699 $117,662,714 $40,573
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(1) Shares registered hereunder are, or may become, issuable in
connection with the exercise of stock options granted under the
Registrant's 1995 Stock Incentive Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration
statement also covers such additional securities as may become issuable
in accordance with the anti-dilution provisions of the 1995 Stock
Incentive Plan with respect to such options.
(2) Estimated solely for the purposes of calculating the registration fee,
pursuant to Rule 457(h), based on (i) as to shares issuable upon
exercise of outstanding options, the exercise price thereof, and (ii) as
to shares issuable upon the exercise of options which may be granted,
the average of the high and low prices per share of the Registrant's
Common Stock as reported on the New York Stock Exchange on March 27,
1995.
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Page 1 of 10 Pages
(Exhibit Index on Page 7)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Part I
will be sent or given to employees as specified in Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-K for the fiscal year ended June 30,
1994 of Sensormatic Electronics Corporation (the "Company" or the
"Registrant"), the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1994 and December 31, 1994, the Company's Current
Report on Form 8-K filed on August 25, 1994, as amended by Amendment No. 1 on
Form 8-K/A filed on September 20, 1994, and the Company' s Current Report on
Form 8-K, filed January 11, 1995, as amended by Amendment No. 1 on Form 8-K/A
filed on January 27, 1995, have been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act") and are incorporated herein by reference. 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 with the Commission 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 reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part of this Registration Statement from the date of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered hereby will
be passed upon for the Company by Christy & Viener, 620 Fifth Avenue, New York,
New York 10020. Jerome M. LeWine, Esq., a partner in such firm, is a director
of the Company. Mr. LeWine holds the right to acquire 218,000 shares of
Common Stock.
ITEM 6. 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 $30,000,000 (subject to certain deductible
amounts).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
4 - Article FOURTH of the Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(a) to the Company's
Form 10-K for the fiscal year ended June 30, 1994).
*5 - Opinion of Christy & Viener.
23.1 - Consent of Christy & Viener (included in Exhibit 5).
*23.2 - Consent of Ernst & Young LLP.
*23.3 - Consent of Deloitte & Touche LLP.
______________________
* Filed herewith
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ITEM 9. 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 this 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; and
(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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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 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
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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.
EXPERTS
The consolidated financial statements of the Company appearing
in its Annual Report (Form 10-K) for the year ended June 30, 1994, have been
audited by Ernst & Young LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of Knogo Corporation for
the fiscal year ended February 28, 1994 incorporated in this Registration
Statement by reference from Sensormatic Electronics Corporation's report on
Form 8-K filed on January 11, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which expresses an unqualified
opinion as to the financial statements of Knogo Corporation and includes an
explanatory paragraph referring to the consummation of the Merger between the
Sensormatic Electronics Corporation and Knogo Corporation), and have been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Deerfield Beach, State of Florida, on March 29,
1995.
SENSORMATIC ELECTRONICS
CORPORATION
By: /s/ RONALD G. ASSAF
--------------------------------
Ronald G. Assaf
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ RONALD G. ASSAF
------------------------ Chairman of the Board of March 29, 1995
Ronald G. Assaf Directors, President and Chief
Executive Officer (principal
executive officer)
/s/ MICHAEL E. PARDUE
------------------------ Director, Executive Vice March 29, 1995
Michael E. Pardue President and Chief Operating
Officer (principal financial
officer)
/s/ THOMAS V. BUFFETT
------------------------ Vice Chairman of the Board of March 29, 1995
Thomas V. Buffett Directors
/s/ JAMES E. LINEBERGER
------------------------ Chairman of the Executive March 29, 1995
James E. Lineberger Committee and Director
/s/ JEROME M. LEWINE
------------------------ Director March 29, 1995
Jerome M. LeWine
/s/ DR. ARTHUR G. MILNES
------------------------ Director March 29, 1995
Dr. Arthur G. Milnes
/s/ JOHN T. RAY, JR.
------------------------ Director March 29, 1995
John T. Ray, Jr.
/s/ LAWRENCE J. SIMMONS
------------------------ Vice President of Finance March 29, 1995
Lawrence J. Simmons (principal accounting officer)
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INDEX TO EXHIBITS
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Exhibit Description Page
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<S> <C> <C>
4 - Article FOURTH of the Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(a) to the
Company's Form 10-K for the fiscal year ended June 30, 1994).
*5 - Opinion of Christy & Viener.
23.1 - Consent of Christy & Viener (included in Exhibit 5).
*23.2 - Consent of Ernst & Young LLP.
*23.3 - Consent of Deloitte & Touche LLP.
______________________
* Filed herewith
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Exhibit 5
CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NEW YORK 10020-2457
(212) 632-5500
(212) 632-5555 (fax)
March 28, 1995
Sensormatic Electronics Corporation
500 N.W. 12th Avenue
Deerfield Beach, Florida 33442-1795
Re: Registration Statement on Form S-8
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-8 (the "Registration
Statement") being filed under the Securities Act of 1933 for the registration
by the Corporation of shares of the Corporation's Common Stock (the "Shares")
issuable upon exercise of options which have been or may be granted under the
Corporation's 1995 Stock Incentive Plan (the "Plan").
As general counsel of the Corporation, we have examined and are
familiar with the Corporation's Certificate of Incorporation and By-Laws, its
corporate proceedings taken in connection with the Plan, and such certificates
of public officials and such other corporate records and other documents as we
have deemed necessary in rendering this opinion.
Based upon the foregoing, we are of the opinion that:
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, upon issuance
in accordance with the terms of the Plan, and the awards or options granted
thereunder, will be legally issued, fully paid and nonassessable.
We consent to being named in the Registration Statement on Form
S-8 as attorneys who have passed upon 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,
/s/ CHRISTY & VIENER
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the 1995 Stock Incentive
Plan of Sensormatic Electronics Corporation and to the incorporation by
reference therein of our report dated August 8, 1994, with respect to the
consolidated financial statements and schedules of Sensormatic Electronics
Corporation included in its Annual Report (Form 10-K) for the year ended June
30, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
March 27, 1995
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of Sensormatic Electronics Corporation on Form S-8 of
our report dated May 18, 1994 (December 29, 1994 as to notes 2, 7, 8 and 11,
which report expresses an unqualified opinion as to the consolidated financial
statements of Knogo Corporation and includes an explanatory paragraph referring
to the consummation of the Merger between Sensormatic Electronics Corporation
and Knogo Corporation), relating to the consolidated financial statements and
notes thereto of Knogo Corporation appearing in the Current Report on Form 8-K
of Sensormatic Electronics Corporation filed with the Securities and Exchange
Commission on January 11, 1995 and to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
March 27, 1995
