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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
- ------------------------------- ------------------------------------
(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)
1997 CONSULTANTS STOCK INCENTIVE PLAN
-------------------------------------
(Full title of the plan)
President and Chief Executive Officer
Sensormatic Electronics Corporation
951 Yamato Road
Boca Raton, Florida 33431-0700
561-989-7000
(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
<TABLE>
<CAPTION>
====================================================================================================================================
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
- ---------------------------------- -------------------------- ------------------------ ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $16.2188 $1,621,875 $478.45
par value $.01 per share
====================================================================================================================================
</TABLE>
(1) Shares registered hereunder are, or may become, issuable in connection with
the exercise of stock awards granted under the Registrant's 1997
Consultants 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 1997 Consultants Stock Incentive Plan
described herein 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 average of the high and low prices 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 10 Pages
(Exhibit Index on Page 8)
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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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-K for the fiscal year ended June
30, 1997 of Sensormatic Electronics Corporation (the "Company" or the
"Registrant") has been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and is incorporated herein by reference. The description of the
Common Stock set forth in the Company's amended Registration Statement on Form
8-A, filed with the Commission on May 14, 1991 under the Exchange Act, and
including any subsequent amendment or report filed for the purpose of updating
such description, is also incorporated herein by reference.
All reports and 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
Registration Statement and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part of this Registration Statement from the date of filing of such reports
and documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
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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 con nection 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 $60,000,000 (subject to certain deductible
amounts).
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), MAY BE PERMITTED TO DIRECTORS,
OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, OR OTHERWISE, THE COMPANY HAS BEEN INFORMED 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 COMPANY OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING
PERSON OF THE COMPANY 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 COMPANY 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 IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND WILL BE
GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <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 ++
23.1 Consent of Christy & Viener (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP ++
</TABLE>
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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.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section 10(a)(3)
of the Act;
(ii) reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of a
Registration Fee" table in the effective registration
statement; and
(iii) 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.
(2) For determining liability under the Act, treat each
post-effective amendment as a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be the initial bona fide
offering thereof.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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
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by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
EXPERTS
The consolidated financial statements of the Company appearing
in its Annual Report (Form 10-K) for the fiscal year ended June 30, 1997, have
been audited by Ernst & Young, LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young, LLP pertaining to such financial statements (to the
extent covered by consents filed with the Commission) given upon the authority
of Ernst & Young, LLP as an expert in accounting and auditing.
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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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/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
/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
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/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.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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 ++
23.1 Consent of Christy & Viener (included in Exhibit 5.1) 9
23.2 Consent of Ernst & Young LLP++ 10
</TABLE>
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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 1997 Consultant's 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 reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8 No. 333- ) pertaining to
the 1997 Consultants Stock Incentive Plan of Sensormatic Electronics Corporation
and to the incorporation by reference therein of our report dated August 14,
1997 with respect to the consolidated financial statements and notes thereto of
Sensormatic Electronics Corporation included in its Annual Report on Form 10-K
for the fiscal 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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