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As filed with the Securities and Exchange Commission on December 24, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENSORMATIC ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 34-1024665
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
951 Yamato Road, Boca Raton, Florida 33431-0700
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(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
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(Full title of the plan)
President and Chief Executive Officer
Sensormatic Electronics Corporation
951 Yamato Road
Boca Raton, Florida 33431-0700
(561) 989-7000
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
Jerome M. LeWine, Esq.
Christy & Viener
620 Fifth Avenue
New York, New York 10020
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount Proposed Proposed Amount
to be to be maximum offering maximum aggregate of
registered registered(1) price per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 2,000,000 shares $15.1968 $30,393,559.25 $8,966.10
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(1) Shares registered hereunder are, or may become, issuable in connection
with the exercise of stock awards granted under the Registrant's 1995
Stock Incentive Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers such
additional securities as may become issuable in accordance with the
anti-dilution provisions of the 1995 Stock Incentive Plan with respect
to such awards.
(2) Estimated solely for the purposes of calculating the registration fee,
pursuant to Rule 457(h), based on (i) as to shares issuable upon
exercise of outstanding options, the weighted average exercise price
thereof, and (ii) as to shares issuable upon the exercise of options
which may be granted, the last sale reported over-the-counter per
share of the Registrant's Common Stock as reported on the New York
Stock Exchange on December 19, 1997.
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Page 1 of 7 Pages (Exhibit
Index on Page 5)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Part I will
be sent or given to employees as specified in Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Company's Registration Statement on Form S-8 (File
No. 33-58299) are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on this 23rd day
of December, 1997.
SENSORMATIC ELECTRONICS CORPORATION
By:/s/ GARRETT E. PIERCE
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Name: Garrett E. Pierce
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ ROBERT A. VANOUREK President and Chief 12/23/97
- ----------------------------- Executive Officer
Robert A. Vanourek (Principal Executive
Officer) and Director
/s/ GARRETT E. PIERCE Senior Vice President and 12/23/97
- ----------------------------- Chief Financial Officer
Garrett E. Pierce (Principal Financial
Officer)
/s/ GREGORY C. THOMPSON Vice President and 12/23/97
- ----------------------------- Controller
Gregory C. Thompson (Principal Accounting
Officer)
/s/ RONALD G. ASSAF Director 12/23/97
- -----------------------------
Ronald G. Assaf
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Signature Title Date
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/s/ THOMAS V. BUFFETT Director 12/23/97
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Thomas V. Buffet
/s/ TIMOTHY P. HARTMAN Director 12/23/97
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Timothy P. Hartman
/s/ JAMES E. LINEBERGER Director 12/23/97
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James E. Lineberger
/s/ J. RICHARD MUNRO Director 12/23/97
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J. Richard Munro
/s/ JOHN T. RAY, JR. Director 12/23/97
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John T. Ray, Jr.
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<PAGE> 5
INDEX TO EXHIBITS
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Exhibit Description Page
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<S> <C> <C>
4.1 Composite Restated Certificate of Incorporation of the Company filed
pursuant to Rule 232.102(c) of Regulation S-T*
4.2 By-Laws of the Company**
5.1 Opinion of Christy & Viener++ 6
23.1 Consent of Christy & Viener (included in Exhibit 5) 6
23.2 Consent of Ernst & Young LLP++ 7
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* Incorporated herein by reference to Exhibit 4(d) to Registration
Statement No. 33-61626.
** Incorporated herein by reference to Exhibit 3(b) to the Annual Report
on Form 10-K for the fiscal year ended June 30, 1996.
++ Filed herewith.
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Exhibit 5.1
December 24, 1997
Sensormatic Electronics Corporation
951 Yamato Road
Boca Raton, Florida 33431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as general counsel to Sensormatic Electronics
Corporation, a Delaware corporation (the "Corporation"), in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933 for the registration by
the Corporation of shares of the Corporation's Common Stock (the "Shares")
issuable upon exercise of options which have been or may be granted under the
Corporation's 1995 Stock Incentive Plan (the "Plan").
As counsel to the Corporation, we have examined and are
familiar with the Corporation's Certificate of Incorporation and By-Laws, its
corporate proceedings taken in connection with the Plan, and such certificates
of public officials and such other corporate records and other documents as we
have deemed necessary in rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, upon
issuance in accordance with the terms of the Plan and the awards or options
granted thereunder, will be legally issued, fully paid and nonassessable.
We consent to being named in the Registration Statement on
Form S-8 as attorneys who have passed upon legal matters in connection with the
Shares and we consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/CHRISTY & VIENER
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333- ) pertaining to the 1995 Stock Incentive Plan
of Sensormatic Electronics Corporation of our report dated August 14, 1997, with
respect to the consolidated financial statements and schedule of Sensormatic
Electronics Corporation included in its Annual Report on Form 10-K for the
year ended June 30, 1997 filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
West Palm Beach, Florida
December 20, 1997
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