<PAGE> 1
As filed with the Securities and Exchange Commission on June 2, 1995.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SENSORMATIC ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1024665
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
-------------------------
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)
-------------------------
MIGUEL A. FLORES
VICE PRESIDENT AND TREASURER
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)
Copy 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: As soon as
practicable after the effective date of this Registration Statement.
-------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==========================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to Be to Be Offering Price Aggregate Offering Registration
Registered Registered per Share(1) Price(1) Fee(1)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value) 300,000 $29.6875 $8,906,250 $3,072
==========================================================================================================
</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 June 1, 1995 on the New York Stock Exchange, in
accordance with Rule 457(c) under the Securities Act of 1933.
THE SHARES COVERED BY THIS REGISTRATION STATEMENT ARE ISSUABLE
PURSUANT TO OUTSTANDING WARRANTS, THE TERMS OF WHICH PROVIDE FOR A CHANGE IN
THE NUMBER OF SHARES ISSUABLE THEREUNDER IN THE EVENT OF A STOCK SPLIT AND IN
CERTAIN OTHER EVENTS. PURSUANT TO RULE 416(b) UNDER THE SECURITIES ACT OF
1933, ANY GREATER OR LESSER NUMBER OF SHARES RESULTING FROM ANY ADJUSTMENT OF
THE NUMBER OF SHARES ISSUABLE PURSUANT TO SUCH WARRANTS ARE COVERED BY THIS
REGISTRATION STATEMENT.
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.
IN ACCORDANCE WITH RULE 429 UNDER THE SECURITIES ACT OF 1933, THE
PROSPECTUS IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION
STATEMENT NOS. 33-57666 AND 33-61626.
<PAGE> 2
PROSPECTUS
SENSORMATIC ELECTRONICS CORPORATION
460,000 SHARES OF COMMON STOCK
This Prospectus relates to up to 460,000 shares (the "Shares") of the
Common Stock of Sensormatic Electronics Corporation (the "Company" or
"Sensormatic") to be sold from time to time by the holder thereof (the "Selling
Stockholder") on the New York Stock Exchange, Inc. (the "NYSE") or otherwise at
prices then attainable, less ordinary brokers' commissions and dealers'
discounts, as applicable. The Shares were issued or are issuable pursuant to
Warrants issued by the Company to the Selling Stockholder. See "The Selling
Stockholder" and "Plan of Distribution".
The Shares have been approved for listing on the NYSE, subject to
notice of issuance. Sensormatic's Common Stock trades on the NYSE under the
trading symbol SRM. The last reported sale price of the Company's Common Stock
on the NYSE on June 1, 1995 was $30 1/8.
The Shares are being offered solely for the account of the Selling
Stockholder and the Company will receive no part of the proceeds of this
Offering. See "Use of Proceeds" and "The Selling Stockholder".
____________________
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 June 2, 1995
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS ON BEHALF OF THE COMPANY NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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 and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by the Company 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: Midwest Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048. 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, reports, proxy statements and other information concerning
the Company may be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Company (File Number 1-10739) pursuant to the Exchange Act are incorporated by
reference in this Prospectus: the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, its Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1994, December 31, 1994 and March 31, 1995, its
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 its Current Report on Form
8-K filed on January 11, 1995, as amended by Amendment No. 1 on Form 8-K/A
filed on January 27, 1995. 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 pursuant to Sections 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
of this Prospectus from the respective dates of the filing of such documents.
Any statement contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also 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 certain documents by reference which are
not presented herein or delivered herewith. Copies of such documents (other
than exhibits not specifically incorporated by reference into the text of such
documents) are available, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of such person, to
Walter A. Engdahl, Secretary, Sensormatic Electronics Corporation, 500 N.W.
12th Avenue, Deerfield Beach, Florida 33442 (telephone (305) 420-2000).
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<PAGE> 4
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") and
electronic asset protection ("EAP") systems (including the reusable tags and
disposable labels used with such systems), closed circuit television ("CCTV")
systems (including microprocessor-controlled CCTV systems and exception
monitoring systems), and access control systems. These loss prevention systems
are principally used 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 commercial and industrial 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 the broad base
of technology it has developed or acquired.
The Company's initial EAS systems were designed for use by department
and specialty store retailers to protect soft goods (apparel merchandise). As
a result of its sales and marketing expertise and the technological advantages
of its products, the Company gained and has maintained the position of world
leader in supplying EAS products for soft goods retailers. For nearly the past
decade the Company has implemented a strategy of product, customer and
geographic market diversification to substantially increase its growth
potential. Through the combination of substantial expenditures in research,
development and engineering activities and selected strategic acquisitions, the
Company now offers, both retailers and non-retail users, a broad array of
products based on a number of distinct EAS technologies, as well as CCTV,
exception monitoring and access control systems.
The Company's newer EAS product lines have been developed and targeted
for specific hard goods retail applications 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 potential user group than soft goods
retailers and have only begun to use EAS products significantly during the last
few years. Further, hard goods retailers primarily use EAS 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 been increasing its efforts to increase future
recurring label revenues through its Universal Product Protection (UPP(sm))
program where EAS labels (or tags) are incorporated into or affixed to the
merchandise to be protected during the process of manufacturing, packaging or
distribution rather than at the retail store (also referred to as source
labeling or source tagging).
CCTV products are used to protect against 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 office
and manufacturing complexes, warehouses, gaming establishments (e.g., casinos)
and numerous other non-retail facilities. Additionally, the Company's CamEra
divisions in the United Kingdom, France and the United States market packaged,
lower cost CCTV systems for retail and commercial businesses.
The Company has greatly expanded its efforts in recent years to market
its products, particularly CCTV and access control products, to commercial,
industrial and other non-retail customer groups. The growth of revenue from
commercial, industrial and other non-retail customers results from the strategy
of broadening the Company's customer base by adding new proprietary CCTV and
access control products and the establishment of new distribution channels.
The Company is diversifying the geographic areas in which it markets
its products by expanding into new geographic areas and increasing its presence
in existing areas. The Company has greatly expanded its direct sales and
service ("customer engineering") efforts in North America, Europe, and certain
Asia Pacific and Latin America countries in recent years through acquisitions
of other distribution organizations, including the merger with Knogo
Corporation referred to below (see "Merger with Knogo
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<PAGE> 5
Corporation" below under this heading), and of its own distributors in certain
of such countries. The Company's international strategy also involves the use
of distribution agreements with local parties, with the Company maintaining a
51% ownership control in certain instances. Currently the Company has
51%-owned distributors in Brazil, Peru and Turkey and plans to expand its local
distributorship arrangements to China and certain countries in the Middle East,
Latin America, Africa and eastern Europe.
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.
MERGER WITH KNOGO CORPORATION
On December 29, 1994, the Company consummated a merger with Knogo
Corporation ("Knogo") pursuant to which the Company acquired all of Knogo's
business interests outside the United States, Canada and Puerto Rico. Knogo's
businesses in the United States, Canada and Puerto Rico were spun off to its
shareholders immediately prior to the merger. Knogo was engaged primarily in
the business of manufacturing, marketing and servicing EAS systems employing
radio frequency and magnetic technologies, as well as marketing CCTV systems.
The results of the acquired Knogo operations are included in the Company's
results for the fiscal quarter ended March 31, 1995, as set forth in the
Company's Quarterly Report on Form 10-Q for such quarter (File Number 1-10739),
incorporated herein by reference.
USE OF PROCEEDS
The Company will receive no part of the proceeds from the sale of the
Shares offered pursuant to this Prospectus. The Company will receive proceeds
upon the exercise, from time to time, of the Warrants underlying such Shares
(see below). If all of such Warrants are exercised, the Company will receive
approximately $5,063,985. Proceeds received by the Company will be used for
general corporate purposes, including working capital. See "The Selling
Stockholder".
THE SELLING STOCKHOLDER
The Selling Stockholder is Senvest Capital Inc., a Canadian
corporation formerly known as Sensormatic Canada Limited, whose address is 1140
de Maisonneuve Boulevard West, Suite 1180, Montreal, Quebec H3A 1M8, Canada.
Prior to 1991, the Selling Stockholder was in the business, among other things,
of marketing to retailers electronic article surveillance systems and security
systems, including products manufactured by the Company under a license
agreement with the Company. In December 1990, the Company purchased
substantially all of the assets, including rights under the license agreement,
of the Selling Stockholder related to such business, and, in connection with
such transaction, the Company issued to the Selling Stockholder warrants (the
"Warrants") to purchase up to 1,200,000 shares of the Company's Common Stock
(as adjusted to give effect to the three-for-two stock split of the Company's
Common Stock in December 1993). The Warrants are exercisable at any time and
from time to time through December 31, 1995. The number of shares issuable
pursuant to the Warrants is subject to adjustment in the event of a stock
dividend, stock split, combination, reclassification or similar event. All
numbers of shares of Common Stock and earnings per share and related financial
information appearing in this Prospectus give effect to the stock split
referred to above and the resulting adjustment under the Warrants.
As of the date of this Prospectus, the Selling Stockholder owned
beneficially 498,300 shares of the Company's Common Stock, of which 450,000
shares are issuable on exercise of the Warrants, 10,000 shares were previously
issued pursuant to the Warrants and 38,300 were purchased in the open market.
As of the date of this Prospectus, the Selling Stockholder had exercised
Warrants to purchase a total of 750,000 shares of the Company's Common Stock,
including the above-mentioned 10,000 shares. At such time as the Shares
covered by this Prospectus are sold by the Selling Stockholder, the Selling
Stockholder will hold only such shares as it may have purchased in the open
market from time to time.
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<PAGE> 6
The Selling Stockholder currently markets certain of the Company's
products to industrial customers in Canada pursuant to a license agreement with
the Company. In addition, Ronald G. Assaf, President, CEO and Chairman of the
Board of Directors of the Company, has been a member of the Board of Directors
of the Selling Stockholder since 1972.
PLAN OF DISTRIBUTION
The Selling Stockholder expects to sell the Shares primarily through
Brokers' transactions over the NYSE at prices then attainable, less ordinary
brokers' commissions and dealers' discounts, as applicable. As of the date of
this Prospectus, the Selling Stockholder has no, and does not expect to enter
any, agreement, arrangement or understanding with any Broker as to the sale of
the Shares.
The Selling Stockholder and any broker or dealer to or through whom
any of the Shares are sold ("Brokers") may be deemed to be underwriters within
the meaning of the Securities Act of 1933, as amended (the "Act"), with respect
to the Shares offered hereby, and any profits realized by the Selling
Stockholder or the Brokers may be deemed to be underwriting commissions.
Brokers' commissions and dealers' discounts, taxes and other selling expenses
to be borne by the Selling Stockholder are not expected to exceed normal
selling expenses for sales over the NYSE or otherwise, as the case may be.
The registration of the Shares under the Act shall not be deemed an
admission by the Selling Stockholder or the Company that the Selling
Stockholder is an underwriter for purposes of the Act of any Shares offered
under this Prospectus.
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<PAGE> 7
SENSORMATIC SELECTED HISTORICAL FINANCIAL INFORMATION
The selected historical financial information presented below for and
as of the end of each of the five years in the period ended June 30, 1994, with
the exception of balance sheet data at June 30, 1992, is derived from the
Consolidated Financial Statements of the Company, which financial statements
have been audited by Ernst & Young LLP, independent certified public
accountants. The Consolidated Financial Statements as of June 30, 1994 and
1993, and for each of the two years in the period ended June 30, 1994, the
month ended June 30, 1992 and the year ended May 31, 1992, and the report of
Ernst & Young LLP thereon, are included in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994 (File Number 1-10739),
incorporated herein by reference. The selected historical financial
information presented below as at March 31, 1995 and 1994 and for the nine
months ended March 31, 1995 and 1994, with the exception of the balance sheet
data at March 31, 1994, is derived from the unaudited condensed consolidated
financial statements of the Company, included in the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995 (File Number 1-10739),
incorporated herein by reference, which in the opinion of the Company'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 consolidated financial statements, related notes, management's
discussion and analysis of financial condition and results of operations and
other financial information incorporated herein by reference. The results of
operations for the nine months ended March 31, 1995 are not necessarily
indicative of results that can be expected for the full year.
<TABLE>
<CAPTION>
Nine Months Ended
Years Ended May 31, Years Ended June 30, March 31,
--------------------------- -------------------- -------------------
1990 1991(1)(2) 1992 1993(1)(3) 1994(2) 1994(2) 1995(1)
---- ---------- ---- ---------- ------- ------- --------
(in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations
Data:
Total revenues . . . . . . . . . $191.3 $239.2 $309.9 $487.3 $656.0 $465.3 $647.3
Cost of revenues . . . . . . . . 86.8 106.6 134.7 203.5 271.0 191.2 268.2
Operating expenses . . . . . . . 81.7 103.3 131.6 212.8 280.2 198.2 281.2
------ ------ ------ ------ ------ ------ ------
Operating income . . . . . . . . 22.8 29.3 43.6 71.0 104.8 75.9 97.9
Other income (expenses),
net . . . . . . . . . . . . . . 2.2 1.9 (2.6) 1.0 (8.8) (9.1) (5.3)
------ ------ ------ ------ ------ ------ ------
Income from continuing
operations before income
taxes . . . . . . . . . . . . . 25.0 31.2 41.0 72.0 96.0 66.8 92.6
Provision for income taxes . . . 5.0 6.5 9.5 17.9 23.9 16.8 23.1
------ ------ ------ ------ ------ ------ ------
Income from continuing
operations . . . . . . . . . . $ 20.0 $ 24.7 $ 31.5 $ 54.1 $ 72.1 $ 50.0 $ 69.5
====== ====== ====== ====== ====== ====== ======
Primary earnings per
common share from
continuing operations and
net income . . . . . . . . . . $ 0.48 $ 0.60 $ 0.73 $ 0.97 $ 1.16 $ 0.82 $ 0.97
Fully diluted earnings per
common share from
continuing operations and
net income . . . . . . . . . . 0.48 0.60 0.73 0.93 1.13 0.79 0.97
Common Shares used in the
computation of:
Primary earnings per
common share from
continuing operations . . . . . 41.7 41.2 43.1 56.0 61.9 61.0 71.4
Fully diluted earnings per
common share from
continuing operations . . . . . 42.0 41.4 50.5 63.6 68.3 68.3 71.5
Cash dividends per common
share . . . . . . . . . . . . . $0.123 $ 0.20 $ 0.20 $ 0.15(4) $ 0.21 $0.155 $0.165
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Nine Months Ended
Years Ended May 31, Years Ended June 30, March 31,
--------------------------- ------------------- -------------------
1990 1991(1)(2) 1992 1993(1)(3) 1994(2) 1994(2) 1995(1)
---- ---------- ---- ---------- ------- ------- --------
(in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data (at
end of period):
Cash and marketable
securities . . . . . . . . . . $ 26.9 $102.4 $ 62.7 $117.9 $ 54.5 $ 79.3 $ 82.4
Revenue equipment and
other property, plant and
equipment, net . . . . . . . . 49.7 65.4 83.5 121.1 165.5 151.4 201.6
Total assets . . . . . . . . . . 265.1 421.8 467.3 926.9 1,155.5 1,072.9 1,603.2
Senior debt(5) . . . . . . . . . 20.0 33.7 35.6 194.2 219.2 193.5 377.5
Convertible subordinated
debentures(5) . . . . . . . . . - 115.0 115.0 114.2 - 114.1 -
Total stockholders' equity . . . 199.8 222.2 255.7 489.8 727.7(5) 569.0 950.9
</TABLE>
______________________
(1) In fiscal 1995, the Company acquired Knogo Corporation's business
interests outside of the United States, Canada and Puerto Rico. In
fiscal 1993, the Company acquired the European EAS, CCTV and exception
monitoring loss prevention systems division of Automated Security
(Holdings) PLC ("ALPS") and the outstanding common stock of Security
Tag Systems, Inc. and in fiscal 1991, it acquired the outstanding
common stock of American Dynamics.
(2) In fiscal 1994, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109 "Accounting for Income Taxes". In fiscal
1991, the Company adopted SFAS No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions".
(3) Selected financial data for and as of the end of the one month ended
June 30, 1992 is as follows (in millions, except per share amounts):
total revenues - $21.0; operating loss - $3.3; loss from continuing
operations and net loss - $2.5; primary and fully diluted loss per
common share for continuing operations and net loss - $0.06; total
assets - $462.2; total debt - $150.3; and total stockholders' equity -
$258.3.
(4) Fourth quarter dividend of $0.05 per share of Common Stock was
declared in July 1993.
(5) In fiscal 1994, the outstanding $114.1 million of the $115 million
principal amount of 7% convertible subordinated debentures, issued in
fiscal 1991, were converted to approximately 7.3 million shares of
Common Stock, and in fiscal 1993, Sensormatic issued $135 million
aggregate principal amount of Senior Notes.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations of Sensormatic" contained in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, which are incorporated herein by
reference.
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<PAGE> 9
LEGAL OPINIONS
The validity of the shares of Sensormatic Common Stock 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 holds
options and incentive stock awards covering an aggregate of 189,100 shares of
Sensormatic Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company
appearing in the Company's 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 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 financial statements of Knogo for the year ended February 28, 1994
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K, as filed January 11, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Company in connection with the issuance
and distribution of the Shares are set forth below. All the amounts shown are
estimates, except for the registration fee.
<TABLE>
<S> <C>
Securities and Exchange
Commission registration fee .................... $ 3,072.00
NYSE listing fee .................................. 1,500.00
Fees and expenses of accountants .................. 6,000.00
Fees and expenses of counsel ...................... 10,000.00
Blue Sky fees and expenses ........................ 950.00
Miscellaneous ..................................... 1,478.00
----------
Total ....................... $23,000.00
</TABLE>
ITEM 15. 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
2(a) -- Amended and Restated Agreement and Plan of Merger ("Merger Agreement"),
dated as of August 14, 1994, between Sensormatic Electronics
Corporation, Knogo Corporation and Knogo North America Inc.
(incorporated by reference to Exhibit 2(a) to Registration Statement
on Form S-4, File No. 33-56619).
(Copies of omitted schedules will be furnished supplementally to the
Securities and Exchange Commission upon request.)
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 filed pursuant
to Rule 232.102(c) of Regulation S-T (incorporated by reference to
Exhibit 3(b) to Form 10-Q for the fiscal quarter ended March 31, 1995
(File Number 1-10739)).
4(c) -- 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> 11
4(d) - The Registrant agrees to furnish copies of any instrument defining the
rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries that does not exceed 10 percent of the total
assets of the Registrant and its consolidated subsidiaries, which is
not required to be filed as an exhibit, to the Commission upon
request.
* 5 - Opinion of Christy & Viener, including consent.
23(a) - Consent of Christy & Viener (included in Exhibit 5).
* 23(b) - Consent of Ernst & Young LLP.
* 23(c) - Consent of Deloitte & Touche LLP.
24 - Powers of Attorney of Ronald G. Assaf, Thomas V. Buffett, James E.
Lineberger, Michael E. Pardue, Lawrence J. Simmons and Jerome M.
LeWine (included on page II-3 of the Registration Statement).
_____________
* Filed herewith.
ITEM 17. 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: 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) 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.
II-2
<PAGE> 12
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-3 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, Florida on the 1st day of
June, 1995.
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
confirming 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, June 1, 1995
- ---------------------------- President and Chief Executive Officer
(Ronald G. Assaf) (principal executive officer)
/s/ THOMAS V. BUFFETT Vice Chairman of the Board of Directors June 1, 1995
- ----------------------------
(Thomas V. Buffett)
/s/ JAMES E. LINEBERGER Chairman of the Executive Committee June 1, 1995
- ---------------------------- and Director
(James E. Lineberger)
/s/ MICHAEL E. PARDUE Executive Vice President and Chief June 1, 1995
- ---------------------------- Operating Officer (principal financial
(Michael E. Pardue) officer) and Director
/s/ LAWRENCE J. SIMMONS Vice President of Finance (principal June 1, 1995
- ---------------------------- accounting officer)
(Lawrence J. Simmons)
/s/ JEROME M. LEWINE Director June 1, 1995
- ----------------------------
(Jerome M. LeWine)
Director
- ----------------------------
(Dr. Arthur G. Milnes)
Director
- ----------------------------
(John T. Ray, Jr.)
</TABLE>
<PAGE> 13
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------- ---------------------- ------
<S> <C> <C>
2(a) Amended and Restated Agreement and Plan of Merger ("Merger Agreement"),
dated as of August 14, 1994, between Sensormatic Electronics
Corporation, Knogo Corporation and Knogo North America Inc.
(incorporated by reference to Exhibit 2(a) to Registration Statement
on Form S-4, File No. 33-56619).
(Copies of omitted schedules will be furnished supplementally to the
Securities and Exchange Commission upon request.)
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 filed pursuant
to Rule 232.102(c) of Regulation S-T (incorporated by reference to
Exhibit 3(b) to Form 10-Q for the fiscal quarter ended March 31, 1995
(File Number 1-10739)).
4(c) 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).
4(d) The Registrant agrees to furnish copies of any instrument defining the
rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries that does not exceed 10 percent of the total
assets of the Registrant and its consolidated subsidiaries, which is
not required to be filed as an exhibit, to the Commission upon
request.
*5 Opinion of Christy & Viener, including consent.
23(a) Consent of Christy & Viener (included in Exhibit 5).
*23(b) Consent of Ernst & Young LLP.
*23(c) Consent of Deloitte & Touche LLP.
24 Powers of Attorney of Ronald G. Assaf, Thomas V. Buffett, James E.
Lineberger, Michael E. Pardue, Lawrence J. Simmons and Jerome M.
LeWine (included on page II-3 of the Registration Statement).
_____________
* Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 5
CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NEW YORK 10020-2457
(212) 632-5500
(212) 632-5555 (fax)
June 2, 1995
Sensormatic Electronics Corporation
500 N.W. 12th Avenue
Deerfield Beach, Florida 33442-1795
Re: Registration Statement on Form S-3
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-3 (the "Registration
Statement") being filed under the Securities Act of 1933 for the registration
by the Corporation of 300,000 shares of the Corporation's Common Stock (the
"Shares") issuable on exercise of warrants owned by Senvest Capital Inc., a
Canadian Corporation.
As general counsel of the Corporation, we have examined and are
familiar with the Registration Statement, 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, 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 pursuant to
the exercise of the aforementioned warrants, will be validly issued, fully paid
and nonassessable.
<PAGE> 2
Sensormatic Electronics Corporation
Page 2 June 2, 1995
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,
/s/ CHRISTY & VIENER
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sensormatic
Electronics Corporation for the registration of 300,000 shares of its common
stock 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
May 30, 1995
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Sensormatic Electronics Corporation on Form S-3 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 financial statements of Knogo Corporation and
includes an explanatory paragraph referring to the consummation of the Merger
between Knogo Corporation and Sensormatic Electronics Corporation), relating to
the consolidated financial statements of Knogo Corporation for the year ended
February 28, 1994 appearing in the Current Report on Form 8-K of Sensormatic
Electronics Corporation filed January 11, 1995 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
May 30, 1995
