<PAGE> 1
As filed with the Securities and Exchange Commission on January 30, 1995.
Registration No. 33-57263
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 1
TO
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)
-------------------------
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)
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to Be to Be Offering Price Aggregate Registration
Registered Registered per Share(1) Offering Price(1) Fee(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ( $.01 par
value) 450,000 $34.0625 $15,328,125 $5,286
=========================================================================================================
</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 11, 1995 on the New York Stock Exchange, in
accordance with Rule 457(c) under the Securities Act of 1933.
THE REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE> 2
PROSPECTUS
SENSORMATIC ELECTRONICS CORPORATION
450,000 SHARES OF COMMON STOCK
This Prospectus relates to up to 450,000 shares (the "Shares") of
the Common Stock of Sensormatic Electronics Corporation (the "Company" or
"Sensormatic") which have been issued or may be issued to certain of the former
stockholders (the "Selling Stockholders") of Glen Industrial Communications,
Inc. ("GIC") pursuant to the Company's agreement with GIC and the Selling
Stockholders to acquire all of the stock of GIC. The Shares are to be sold
from time to time by the Selling Stockholders on the New York Stock Exchange,
Inc. (the "NYSE") or otherwise at prices then attainable, less ordinary
brokers' commissions and dealers' discounts, as applicable. See "The Selling
Stockholders" 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 January 27, 1995 was $28 1/2.
The Shares are being offered for the account of the Selling
Stockholders and the Company will receive no part of the proceeds of this
Offering. See "Use of Proceeds" and "The Selling Stockholders".
____________________
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 30, 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, file 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 Report on Form 10-Q for the
quarter ended September 30, 1994, 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, to 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 took a major step forward in 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,
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<PAGE> 5
and certain Asia Pacific and Latin America countries in recent years through
acquisitions of other distribution organizations, including the merger with
Knogo Corporation described below (see "Merger with Knogo 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 independent parties, with the Company maintaining a 51%
ownership control. Currently the Company utilizes this concept in Brazil, Peru
and Turkey and plans to expand it 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 Knogo operations acquired by the Company posted
total revenues of approximately $71 million for Knogo's fiscal year ended
February 28, 1994.
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's stock
purchase agreement with GIC and the Selling Stockholders provides that the
Company will issue additional Shares or make a cash payment to the Selling
Stockholders to the extent that the valuation of the Shares issued to the
Selling Stockholders at closing which are sold during the period of five NYSE
trading days (subject to extension) beginning on the date of this Prospectus
exceeds the net proceeds received by them from such sales. Any such additional
shares issued by the Company would also be included in the Shares offered
pursuant to this Prospectus. See "The Selling Stockholders".
THE SELLING STOCKHOLDERS
ACQUISITION OF GIC
On January 5, 1995, the Company consummated the acquisition
of all of the outstanding shares of GIC for $13,500,000. GIC is in the
business of reselling and installing access-control, CCTV and intrusion
detection systems, and providing related security services, to commercial and
industrial customers.
Pursuant to the stock purchase agreement, the purchase price
of $13,500,000 was paid in the form of a note due February 28, 1995, payable in
cash or in Sensormatic Common Stock. As of the date hereof, the note was paid
with $10,000 in cash and 438,343 shares of Sensormatic Common Stock
issued to the Selling Stockholders at a valuation of $30.775 per share, which
was based on the average of the closing prices of the Sensormatic Common Stock
on the NYSE for the five trading days ended January 26, 1995. The Shares so
issued are sometimes referred to herein as the "Payment Date Shares". The
Company has further agreed that in the event that the aggregate net proceeds
(i.e., gross proceeds of sale less commissions and transaction expenses) from
sales of the Payment Date Shares during the period of five NYSE trading days
beginning on the date of this Prospectus (subject to extension by mutual
agreement) are less than $30.775 multiplied by the number of shares sold, the
Company will issue additional shares of Common Stock and/or make a cash payment
sufficient to reimburse the Selling Stockholders for the difference. The
number of any additional shares issued by Sensormatic to the Selling
Stockholders will be based on the closing price of the Sensormatic Common Stock
on the NYSE for the
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<PAGE> 6
trading day preceding the date of issuance of such additional shares (or a day
not more than two trading days prior thereto). Any such additional Shares
would also be included in the Shares offered pursuant to this Prospectus in
order to permit their resale by the Selling Stockholders. The Company has
further agreed to reimburse the Selling Stockholders, in cash, for any
additional shortfall in the event that the aggregate net proceeds from sales of
such additional shares during a period of two trading days following their
issuance are less than the amount per share at which they were valued upon
issuance multiplied by the number of shares sold during such period.
SELLING STOCKHOLDERS
The Selling Stockholders, and the number of Payment Date
Shares being sold for their account under this Prospectus (including in certain
instances trusts of which such persons are the beneficiaries), include Glen
Kruglak, 148,099 shares; Alan Kruglak, 148,099 shares; Martha Kruglak, 51,763
shares; and National Capital Holdings, Inc., 24,240 shares. Glen Kruglak is
the President and Alan Kruglak a Vice President of GIC, and such individuals
will also hold regional management positions with the Company. Also included
in the Selling Stockholders are approximately 11 family members of the
above-named persons, or trusts of which such persons are beneficiaries, which
individuals and trusts are selling approximately 66,142 Payment Date Shares in
the aggregate.
PLAN OF DISTRIBUTION
The Selling Stockholders expect to sell the Shares primarily
through brokers' transactions over the NYSE at prices then attainable, less
ordinary brokers' commissions and dealers' discounts, as applicable. The
Selling Stockholders intend to resell all the Shares held by them as of the
date of this Prospectus during the resale period referred to above under "The
Selling Stockholders--Acquisition of GIC", and have opened a brokerage account
at Wertheim Schroder & Co. Incorporated for this purpose.
The Selling Stockholders 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 with respect to the Shares are not expected to exceed normal
selling expenses for sales over the NYSE or otherwise, as the case may be. In
the event that the Company is required to issue additional Sensormatic Common
Stock or make cash payments to reimburse the Selling Stockholders for any
shortfall in net proceeds pursuant to the stock purchase agreement (see "The
Selling Stockholders--Acquisition of GIC"), the Company may be deemed to have
borne some or all of such selling expenses. Pursuant to the stock purchase
agreement, the Company and the Selling Stockholders have agreed to indemnify
each other against certain liabilities, including certain liabilities under the
Act.
The registration of the Shares under the Act shall not be
deemed an admission by the Selling Stockholders or the Company that the Selling
Stockholders are underwriters for purposes of the Act with respect to 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 and other data,
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 September 30, 1994 and 1993 and for the
three months ended September 30, 1994 and 1993, with the exception of the
balance sheet data at September 30, 1993 and other data, 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 September
30, 1994 (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 three months ended September 30, 1994 are not
necessarily indicative of results that can be expected for the full year.
<TABLE>
<CAPTION>
Three Months Ended
Years Ended May 31, Years Ended June 30, September 30,
-------------------------------- -------------------------- -----------------------
1990 1991(1)(2) 1992 1993(1)(3) 1994(2) 1993(2) 1994
-------------------------------- -------------------------- -----------------------
(in millions, except per share amounts or as indicated)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
DATA:
Total revenues . . . . $ 191.3 $ 239.2 $ 309.9 $ 487.3 $ 656.0 $ 143.3 $ 190.9
Cost of revenues . . . 86.8 106.6 134.7 203.5 271.0 59.0 79.1
Operating expenses . . 81.7 103.3 131.6 212.8 280.2 62.0 83.4
------ ------- ------- ------- -------- ------- --------
Operating income . . . 22.8 29.3 43.6 71.0 104.8 22.3 28.4
Other income (expenses),
net . . . . . . . . 2.2 1.9 (2.6) 1.0 (8.8) (2.5) (1.6)
------ ------- ------- ------- -------- ------- --------
Income from continuing
operations before
income taxes . . . . 25.0 31.2 41.0 72.0 96.0 19.8 26.8
Provision for income
taxes . . . . . . . . 5.0 6.5 9.5 17.9 23.9 5.0 6.7
------ ------- ------- ------- -------- ------- --------
Income from continuing
operations . . . . . $ 20.0 $ 24.7 $ 31.5 $ 54.1 $ 72.1 $ 14.8 $ 20.1
====== ======= ======= ======= ======== ======= ========
Primary earnings per
common share from
continuing operations
and net income . . . $ 0.48 $ 0.60 $ 0.73 $ 0.97 $ 1.16 $ 0.25 $ 0.29
Fully diluted earnings
per common share from
continuing operations
and net income . . . 0.48 0.60 0.73 0.93 1.13 0.24 0.29
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 60.3 69.9
Fully diluted earnings
per common share from
continuing operations 42.0 41.4 50.5 63.6 68.3 67.6 70.0
Cash dividends per
common share . . . . $ 0.123 $ 0.20 $ 0.20 $ 0.15 (4) $ 0.21 $ 0.05 $ 0.055
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Three Months Ended
Years Ended May 31, Years Ended June 30, September 30,
--------------------------------- --------------------------- ----------------------
1990 1991(1)(2) 1992 1993(1)(3) 1994(2) 1993(2) 1994
--------------------------------- --------------------------- ----------------------
(in millions, except per share amounts or as indicated)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Capital expenditures,
net(5) . . . . . . . $ 8.6 $ 14.5 $ 15.0 $ 26.7 $ 51.8 $ 18.2 $ 13.3
Increase in revenue,
equipment and
inventories, net(5) $ 11.8 $ 38.4 $ 25.4 $ 41.5 $ 73.4 $ 4.5 $ 2.9
EAS systems installed
(in thousands) . . . 18.0 17.4 23.6 25.0 30.0 6.5 8.0
CCTV domes installed (in
thousands) . . . . . 6.3 4.0 8.0 10.0 17.0 3.6 6.1
Reusable tags sold or
leased (in thousands) 40,000 65,000 75,000 101,000 147,000 30,000 48,000
Disposable labels sold
(in thousands) . . . 350,000 650,000 750,000 1,100,000 1,500,000 292,000 560,000
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash and marketable
securities . . . . . $ 26.9 $ 102.4 $ 62.7 $ 117.9 $ 54.5 $ 102.3 $ 55.8
Revenue equipment and
other property, plant
and equipment, net . 49.7 65.4 83.5 121.1 165.5 139.4 175.1
Total assets . . . . . 265.1 421.8 461.7 926.9 1,155.5 1,011.5 1,257.6
Senior debt(6) . . . . 20.0 33.7 35.6 194.2 219.2 212.7 273.2
Convertible subordinated
debentures(6) . . . . -- 115.0 115.0 114.2 -- 114.2 --
Total stockholders'
equity . . . . . . . . 199.8 222.2 255.7 489.8 727.7 (6) 522.1 781.7
</TABLE>
_________________
(1) 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: 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) Excludes effects of acquisitions and foreign currency adjustments.
(6) 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 September 30, 1994, which are incorporated herein by
reference.
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<PAGE> 9
Second Quarter Results
The Company recently announced operating results for the three and six
months ended December 31, 1994. Total revenues for the second quarter
increased 36% to $217.8 million from $159.9 million for the comparable quarter
last year. Operating income increased 23% to $35.2 million from $28.5 million,
while net income rose 34% to $25.3 million from $18.8 million. Earnings per
share, on 1.9 million more shares, increased to $0.36 from $0.29 a year ago.
For the six-month period ended December 31, 1994, revenues increased 35%
to $408.7 million from $303.2 million in the prior year period. Operating
income increased 25% to $63.6 million from $50.8 million. Net income rose 35%
to $45.4 million from $33.6 million in the prior year period, while earnings
per share, on 2.0 million more shares, reached $0.65, up from $0.53 in the prior
year period after adjusting for the three-for-two stock split.
A brief comparison follows of the Company's results for the three
months and six months ended December 31, 1994 with those of the comparable
prior year periods:
Summary Financial Information
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------------------- --------------------------
1994 1993 1994 1993
--------------------------- --------------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues............................. $ 217,827 $ 159,869 $ 408,709 $ 303,153
Operating income..................... $ 35,169 $ 28,528 $ 63,573 $ 50,798
Net income........................... $ 25,290 $ 18,822 $ 45,381 $ 33,628
Primary earnings per common share.... $ 0.36 $ 0.31 $ 0.65 $ 0.55
Fully diluted earnings per common
share.............................. $ 0.36 $ 0.29 $ 0.65 $ 0.53
Number of shares included in the
computation of earnings per
common share:
Primary.............................. 70,410 61,070 70,139 60,671
Fully diluted........................ 70,598 68,665 70,312 68,333
</TABLE>
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<PAGE> 10
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 to
purchase 168,500 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.
-9-
<PAGE> 11
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.
Securities and Exchange
Commission registration fee . . . . . . . . . . $ 5,286
NYSE listing fee . . . . . . . . . . . . . . . . . 1,575
Fees and expenses of accountants . . . . . . . . . 6,000
Fees and expenses of counsel . . . . . . . . . . . 10,000
Blue Sky fees and expenses . . . . . . . . . . . . 500
Miscellaneous . . . . . . . . . . . . . . . . . . 4,639
--------
Total . . . $ 28,000
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- ----------------------
<S> <C> <C>
** 2(a) -- Stock Purchase Agreement dated as of December 22, 1994 between Sensormatic Electronics Corporation, Glen Industrial
Communications, Inc. ("GIC") and the Stockholders of GIC.
2(b) -- 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 (incorporated by reference to Exhibit 3(b) to Form 10-K for the
fiscal year ended May 31, 1990 (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).
</TABLE>
II-1
<PAGE> 12
<TABLE>
<S> <C> <C>
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,
Jerome M. LeWine and Dr. Arthur G. Milnes (included on page II-3 of the Registration Statement as initially filed).
</TABLE>
____________________
* Filed herewith.
** Previously filed.
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> 13
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
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Deerfield Beach, Florida
on the 27th day of January, 1995.
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ MICHAEL E. PARDUE
-----------------------------------
Michael E. Pardue
Executive Vice President
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>
* Chairman of the Board of Directors, January 27, 1995
- ---------------------------------- President and Chief Executive Officer
(Ronald G. Assaf) (principal executive officer)
* Vice Chairman of the Board of Directors January 27, 1995
- ----------------------------------
(Thomas V. Buffett)
/s/ MICHAEL E. PARDUE Executive Vice President, Chief January 27, 1995
- ---------------------------------- Operating Officer and Chief Financial
(Michael E. Pardue) Officer (principal financial officer) and
Director
* Vice President of Finance and Chief January 27, 1995
- ---------------------------------- Accounting Officer (principal accounting
(Lawrence J. Simmons) officer)
* Chairman of the Executive Committee January 27, 1995
- ---------------------------------- and Director
(James E. Lineberger)
* Director January 27, 1995
- ----------------------------------
(Dr. Arthur G. Milnes)
* Director January 27, 1995
- ----------------------------------
(Jerome M. LeWine)
Director
- ----------------------------------
(John T. Ray, Jr.)
*By: /s/ MICHAEL E. PARDUE
----------------------
Michael E. Pardue
Attorney-in-fact
</TABLE>
II-3
<PAGE> 14
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
------- ---------------------- -----------
<S> <C>
**2(a) Stock Purchase Agreement dated as of December 22, 1994 between Sensormatic
Electronics Corporation, Glen Industrial Communications, Inc. ("GIC") and
the Stockholders of GIC.
2(b) 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 (incorporated by
reference to Exhibit 3(b) to Form 10-K for the fiscal year ended May 31, 1990
(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, Jerome M. LeWine and Dr. Arthur G.
Milnes (included on page II-3 of the Registration Statement as initially filed).
</TABLE>
_____________
* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 23(b)
Consent of Independent
Certified Public Accountants
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of Sensormatic Electronics Corporation for the registration of 450,000 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
January 27, 1995
<PAGE> 1
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-57263 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 such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
January 27, 1995
