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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO THE
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 10, 1995
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Sensormatic Electronics Corporation
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(Exact name of registrant as specified in charter)
Delaware 1-10739 34-1024665
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(State or other jurisdic- (Commission file (IRS employer
tion of incorporation) number) identification No.)
500 N.W. 12th Avenue
Deerfield Beach, Florida 33442
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(305) 420-2000
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Shareholder actions were filed against the Company in the United States
District Court for the Southern District of Florida by William Neuman
and Robert Ehrenreich on July 10, 1995, and by Eugene Friedman and Clara
Friedman, as joint tenants, on July 12, 1995. Also named as defendants in the
actions were Ronald G. Assaf, Chairman of the Board, President and Chief
Executive Officer; Gerd Witter, President of Sensormatic Europe; Lawrence J.
Simmons, Vice President of Finance and Chief Accounting Officer; Michael E.
Pardue, formerly Executive Vice President, Chief Operating Officer and Chief
Financial Officer and a director; and John T. Ray, Jr. and Arthur G. Milnes,
directors. Filing of the actions followed the Company's announcement on July
7, 1995, that its earnings for the quarter and year ended June 30, 1995, would
be substantially below expectations. The complaints, which are substantially
identical, allege, among other things, that commencing on December 30, 1994,
the Company and certain other named defendants issued false and misleading
statements about the Company's business prospects and failed to disclose
allegedly adverse information, particularly relating to the Company's merger
with Knogo Corporation consummated December 30, 1994, all of which allegedly
inflated the price of the Company's stock artificially.
The four plaintiffs, who, in the aggregate, claim to have purchased 200
shares of the Company's stock and to have sold 200 put contracts during the
period in question, seek class certification and unspecified rescissory or
compensatory damages, together with interest, costs, attorneys' fees and other
relief, for themselves and other putative class members who purchased the
Company's common stock or related securities during the period December 30,
1994, through July 6, 1995.
The Company subsequently received copies of complaints relating to three
additional shareholder actions which were filed against the Company in the
United States District Court for the Southern District of Florida by
Steve Silvers, Raymond Cayuso and the Thomas E. Powell Profit Sharing Plan
("Powell"), on or about July 17, July 20, and August 3, 1995, respectively.
The Company received a copy of the Silvers complaint on or about July 31, 1995,
and received copies of the other complaints thereafter.
The Cayuso complaint is substantially identical to the three actions
referred to in the first two paragraphs of this Item, and also names as
defendants, in addition to the Company, Messrs. Assaf, Witter, Simmons, Pardue,
Ray and Milnes. The Cayuso plaintiff, who claims to have purchased 250 shares
of the Company's stock, also seeks class certification and unspecified
rescissory or compensatory damages, together with interest, costs, attorney's
fees and other relief, for himself and for other putative class members who
purchased the Company's common stock or related securities during the period
December 30, 1994, through July 6, 1995.
The Silvers complaint alleges violations of the federal securities laws
similar to those alleged in the above-referenced actions. It also alleges,
among other things, claims for negligent misrepresentation and common law fraud
and deceit. In addition to the Company, Messrs. Assaf and Pardue are also
named as defendants in the Silvers action. The Silvers plaintiff, who claims
to have purchased 100 shares of the Company's stock, seeks class certification
and unspecified damages, together with interest, costs, expenses, attorney's
fees, accountants' fees and experts' fees and other relief, for himself and
other putative class members who purchased the Company's common stock during
the period December 30, 1994, through July 7, 1995.
The Powell complaint alleges, among other things, that the Company made
false and misleading public disclosures about its revenues and earnings and
about alleged health issues relating to its products, and that certain of its
accounting practices were not in accordance with applicable accounting
standards, during the period August 19, 1993, through July 10, 1995. In the
Powell action, the defendants, in addition to the Company, are Messrs. Assaf,
Pardue, Simmons and Milnes; James E. Lineberger, Chairman of the Executive
Committee and a director of the Company; Jerome M. LeWine, a director; and the
Company's auditors, Ernst & Young LLP. The Powell plaintiff claims to have
purchased 200 shares of the Company's stock and seeks class certification and
unspecified rescissory, compensatory and punitive damages, together with
interest, costs, attorneys' fees, experts' fees and other relief, for itself
and other putative class members who purchased the Company's common stock
during the period August 19, 1993, through July 10, 1995.
The Company believes that its prior public disclosures were at all times
appropriate to the circumstances when made and that its accounting practices
were proper. The Company intends to vigorously defend against all of these
suits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 14, 1995
SENSORMATIC ELECTRONICS CORPORATION
By /s/ Miguel A. Flores
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Miguel A. Flores
Vice President and Treasurer
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