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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 26, 1998
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.)
951 YAMATO ROAD
BOCA RATON, FLORIDA 33431-0700
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(561) 989-7000
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(Former name or former address, if changed since last report
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Item 5. Other Events.
On March 26, 1998, the Company announced that it plans to offer
depositary shares, each representing a one-tenth interest in a share of a new
class of convertible preferred stock, for aggregate gross proceeds of $150
million, plus any over-allotments. The preferred stock and the related
depositary shares would be offered pursuant to an exemption from registration
under the Securities Act of 1933, as amended, and resold by the initial
purchasers pursuant to Rule 144A thereunder. The text of the release is attached
as Exhibit 99(a) hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c)
Exhibit
Number Description
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99(a) Press release dated March 26, 1998
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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: April 1, 1998
SENSORMATIC ELECTRONICS CORPORATION
By:/s/ Garrett E. Pierce
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Garrett E. Pierce
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99(a) Press Release dated March 26, 1997
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FOR IMMEDIATE RELEASE Contact: Lee Pernice
Manager of Communications
(561) 989-7361
Alison Tanner
Director of Investor Relations
(561) 989-7556
SENSORMATIC ANNOUNCES PROPOSED $150 MILLION
RULE 144A OFFERING OF CONVERTIBLE PREFERRED STOCK
Proceeds Expected to Bring Available Liquidity to Over $250 Million
BOCA RATON, Fla. March 26, 1998 - Sensormatic Electronics Corporation (SRM:NYSE)
today announced that it intends to raise $150 million, plus any over-allotments,
through a Rule 144A offering of depositary shares, each representing a one-tenth
interest in a share of a new class of convertible preferred stock. Sensormatic
will use the net proceeds of the offering primarily to repay the balance
outstanding under its revolving credit facility and to pay the remaining $43.5
million, plus interest, due as a result of the recently settled stockholder
class action suit. Upon completion of this offering, Sensormatic anticipates
that its entire $250 million revolving credit facility, as well as its ongoing
securitization programs in the United States, the United Kingdom and France,
will be available to fund its future working capital requirements.
The convertible preferred stock will be convertible into Sensormatic
common stock nonredeemable for three years. Dividends on the convertible
preferred stock will be payable in cash or, at the option of the Company, in
shares of the Company's common stock. Each depositary share will have a
liquidation preference equivalent to $25 per share.
- more -
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SENSORMATIC ANNOUNCES PROPOSED $150 MILLION/ADDL
The depositary shares and the convertible preferred stock will not be
registered under the Securities Act of 1933, as amended, or any state securities
laws and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements under such laws.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the depositary shares mentioned herein.
The Company from time to time makes forward-looking statements in its
public disclosures. Important risks and uncertainties that could cause the
Company's results to differ materially from those contained in such
forward-looking statements are detailed in the Company's filings under the
federal securities laws, including its annual, periodic and current reports.
Sensormatic Electronics Corporation is a leading supplier of electronic
security systems to the retail, commercial and industrial marketplaces.
Sensormatic is also a leader in integrated source tagging - a process where
consumer goods manufacturers insert anti-theft tags at the point of
manufacturing or packaging.
For more information on Sensormatic, visit its homepage on the World
Wide Web at http://www.sensormatic.com.
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