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WASHINGTON, D.C. 20549
FORM 12b-25 COMMISSION FILE NUMBER 0-3953
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NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1995.
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: .
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: Sensormatic Electronics Corporation
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Former Name if Applicable: Not applicable
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Address of Principal Executive Office (Street and Number):
951 Yamato Road
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City, State and Zip Code:
Boca Raton, Florida 33431-0700
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PART II - RULES 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.
The Registrant is unable to file the subject report within the
prescribed time period because the preparation of the financial
statements to be included in the subject report has not been
completed. This delay is necessitated by the additional efforts
involved in reflecting in the financial statements the restructuring
and special charges that are applicable to the second quarter.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Garrett E. Pierce (407) 989-7236
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(Name) (Area Code) (Telephone Number)
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<S> <C> <C> <C>
(2) Have all other periodic reports required under Section 13 or 15(d) of [X] Yes [ ] No
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the Registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
(3) Is it anticipated that any significant change in results of operations [X] Yes [ ] No
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Annex 1.
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SENSORMATIC ELECTRONICS CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: February 15, 1996. By /s/ Garrett E. Pierce
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Garrett E. Pierce
Senior Vice President and
Chief Financial Officer
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ANNEX 1
The Registrant has implemented a restructuring program resulting in
restructuring and special charges totaling $138.6 million pre-tax with an
after-tax impact of $87.6 million. Approximately $25 million will involve future
cash outlays. On an after-tax basis, $69.6 million, or $0.94 per share, is
included in second quarter operating results and the balance, estimated at $18.0
million, or $0.24 per share, will be included in the third quarter results of
fiscal year 1996 as required under generally accepted accounting principles.
The restructuring and special charges reflected in the second quarter led to a
net loss of $65.1 million, or $0.88 per share, for the three-month period ended
December 31, 1995, and a net loss of $48.2 million, or $0.65 per share, for the
six-month period ended December 31, 1995.
The pre-tax restructuring charges of $42.8 million in the second quarter and
$26.7 million in the third quarter result from personnel reductions of
approximately 775 people across the company, consolidation of operations
through facilities closures and product line rationalization resulting in
equipment and inventory write-offs. It is estimated that these actions and
general expense reductions will save approximately $50 million on an annual
basis. The Registrant's engineering and new product development programs remain
intact and fully committed.
Special charges for doubtful accounts and other items, primarily inventory and
warranty reserves, were $45.3 million and $23.8 million, respectively, in the
second quarter. The allowance for doubtful accounts was increased, among other
things, to recognize the increased credit risk caused by several significant
customer bankruptcies and the poor retail selling season experienced by
retailers during the second quarter.
Revenues for the second quarter increased 12% to $244.6 million. For the first
six months of fiscal 1996, revenue rose to $511.8 million, a 25% increase.
Without the restructuring and special charges, operating income for the three
months ended December 31, 1995, would have been $13.1 million, or 5% of revenue,
compared to $35.2 million, or 16% of revenue, for the comparable period last
year. For the six-month period ended December 31, 1995, operating income without
the restructuring and special charges would have been $41.8 million, or 8% of
revenue, compared to $63.6 million, or 16% of revenue, for the prior year.
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ANNEX 1
Summary Financial Information
(in millions, except per share data)
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<CAPTION>
Three Months Ended Six Months Ended
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December 31, December 31, December 31, December 31,
1995 1994 1995 1994
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<S> <C> <C> <C> <C>
Revenues $ 245 $ 218 $ 512 $ 409
Cost of sales and
depreciation on
revenue equipment $ 123 [1] $ 90 $ 240 [1] $ 169
Restructuring charges $ 43 $ - $ 43 $ -
Operating expenses $ 178 [2] $ 93 $ 299 [2] $ 176
Operating income (loss) $ (99) $ 35 $ (70) $ 64
Net income (loss) $ (65) $ 25 $ (48) $ 45
Earnings (loss)
per common share $(0.88) $0.36 $(0.65) $0.65
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Number of shares included
in the computation of
earnings per common
share 74 71 74 70
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[1] Includes special charges of $17
[2] Includes special charges of $52
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<CAPTION>
CONDENSED BALANCE SHEET
December 31, 1995 June 30, 1995
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<S> <C> <C>
Cash and marketable securities $ 84 $ 70
Receivables and leases $ 410 $ 401
Inventories and revenue equipment $ 260 $ 291
All other $ 842 $ 809
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Total assets $1,596 $1,571
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Payables and other $ 285 $ 291
Debt $ 417 $ 327
Equity $ 894 $ 953
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Total liabilities and equity $1,596 $1,571
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