<PAGE> 1
As filed with the Securities and Exchange Commission on November 24, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
951 YAMATO ROAD
BOCA RATON, FLORIDA 33431-0700
(561) 989-7000
(Address of principal executive offices)
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
GARRETT E. PIERCE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SENSORMATIC ELECTRONICS CORPORATION
951 YAMATO ROAD
BOCA RATON, FLORIDA 33431-0700
(561) 989-7000
(Name and address of agent for service)
COPY TO:
ANTHONY J. CARROLL, ESQ.
SALANS HERTZFELD HEILBRONN CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NEW YORK 10020
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed Proposed
Title of securities to be Amount to be maximum offering maximum aggregate Amount of
registered registered (1) price per share (2) offering price (2) registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 3,650,000 shares $15.3125 $55,890,625 $15,538
==================================================================================================================
</TABLE>
(1) Shares registered hereunder are, or may become, issuable in connection with
the exercise of stock options, stock appreciation rights or stock awards
granted under the Registrant's 1999 Stock Incentive Plan. In addition,
pursuant to Rule 416 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 1999 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, as to shares issuable upon the exercise
of options which may be granted, the closing sales price of the
Registrant's Common Stock as reported on the New York Stock Exchange on
November 23, 1999.
================================================================================
Page 1 of 11 Pages
(Exhibit Index on Page 4)
<PAGE> 2
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 1 will
be sent or given to participants in the Amended and Restated Stock Incentive
Plan as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Commission by
Sensormatic Electronics Corporation (the "Company") (File Number 01-10739)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
o The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.
o The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended September 30, 1999.
o The description of the Company's 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,
including any subsequent amendment or report filed for the
purpose of updating such description.
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 Registration Statement
and prior to the termination of the offering of the shares of the Company's
Common Stock covered by this Registration Statement shall be deemed to be
incorporated by reference into this Registration Statement and to be a part of
this Registration Statement from the respective dates of the filing of
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<PAGE> 3
such documents. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that 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 Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the securities
offered hereby are being passed upon for the Company by Salans Hertzfeld
Heilbronn Christy & Viener, New York, New York. Jerome M. LeWine, a partner at
Salans Hertzfeld Heilbronn Christy & Viener, and a former director of the
Company, beneficially owns 6,600 shares of Common Stock of the Company and holds
options to purchase 221,000 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that the Company
will to the fullest extent permitted by the DGCL indemnify all persons whom it
may indemnify pursuant thereto. The Company's By-laws contain a similar
provision requiring indemnification of the Company's directors and officers to
the fullest extent authorized by the DGCL. The DGCL permits a corporation to
indemnify its directors and officers (among others) against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought (or threatened to be brought) by third parties, if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made for expenses (including attorneys'
fees) actually and reasonably incurred by directors and officers in connection
with the defense or settlement of such action if they had acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses. The DGCL further provides that, to the extent any
director or officer has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in this paragraph, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith. In addition, the Company's Certificate of Incorporation
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contains a provision limiting the personal liability of the Company's directors
for monetary damages for certain breaches of their fiduciary duty as directors.
The Company has indemnification insurance under with directors and officers are
insured against certain liability that may occur in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 1999 Stock Incentive Plan
4.2 Standard Form of Option Agreement
5.1 Opinion of Salans Hertzfeld Heilbronn Christy & Viener
23.1 Consent of Salans Hertzfeld Heilbronn Christy & Viener
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
ITEM 9. UNDERTAKINGS.
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 Securities Act of 1933 (the "Act");
(ii) reflect in the prospectus any facts or events arising
after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this 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) That, for the purpose of determining liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating
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<PAGE> 5
to the securities offered therein, and the offering of such
securities at that time shall be the initial bona fide
offering thereof.
(3) Remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company'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 this 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.
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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 24th day of
November, 1999.
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Garrett E. Pierce
--------------------------------------
Name: Garrett E. Pierce
Title: Senior Vice President and Chief
Financial Officer
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<PAGE> 7
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
- --------- ----- ----
<S> <C> <C>
President and Chief Executive
/s/ PER-OLOF LOOF Officer (Principal Executive November 24, 1999
- ---------------------------------- Officer) and Director
Per-Olof Loof
Senior Vice President and Chief
/s/ GARRETT E. PIERCE Financial Officer (Principal November 24, 1999
- ---------------------------------- Financial Officer)
Garrett E. Pierce
/s/ GREGORY C. THOMPSON Vice President and Controller November 24, 1999
- ---------------------------------- (Principal Accounting Officer)
Gregory C. Thompson
/s/ RONALD G. ASSAF Chairman of the Board of November 24, 1999
- ---------------------------------- Directors
Ronald G. Assaf
/s/ THOMAS V. BUFFET Director November 24, 1999
- ----------------------------------
Thomas V. Buffet
/s/ TIMOHTY P. HARTMAN Director November 24, 1999
- ----------------------------------
Timothy P. Hartman
/s/ FRED A. BREIDENBACH Director November 24, 1999
- ----------------------------------
Fred A. Breidenbach
/s/ JAMES E. LINEBERGER Director November 24, 1999
- ----------------------------------
James E. Lineberger
/s/ J. RICHARD MUNRO Director November 24, 1999
- ----------------------------------
J. Richard Munro
/S/ JOHN T. RAY, JR. Director November 24, 1999
- ----------------------------------
John T. Ray, Jr.
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
SENSORMATIC ELECTRONICS CORPORATION
1999 STOCK INCENTIVE PLAN
-------------------------
1. PURPOSE. The purpose of the 1999 Stock Incentive Plan (the
"Plan") is to aid the Company in attracting, retaining and motivating officers,
key employees and directors by providing them with incentives for making
significant contributions to the growth and profitability of the Company. The
Plan is designed to accomplish this goal by offering stock options and other
incentive awards, thereby providing Participants with a proprietary interest in
the growth, profitability and success of the Company.
2. DEFINITIONS.
(a) AWARD. Any form of stock option, stock appreciation right,
stock or cash award granted under the Plan, whether granted singly, in
combination or in tandem, pursuant to such terms, conditions and limitations as
the Committee may establish in order to fulfill the objectives, and in
accordance with the terms and conditions, of the Plan.
(b) AWARD AGREEMENT. An agreement between the Company and a
Participant setting forth the terms, conditions and limitations applicable to an
Award.
(c) BOARD. The Board of Directors of Sensormatic Electronics
Corporation.
(d) CODE. The Internal Revenue Code of 1986, as amended from
time to time.
(e) COMMITTEE. Such committee of the Board as may be
designated from time to time by the Board to administer the Plan or any subplan
under the Plan. Any such committee shall consist of not less than two members of
the Board who are not officers or employees of the Company.
(f) COMPANY. Sensormatic Electronics Corporation and its
direct and indirect subsidiaries.
(g) EXCHANGE ACT. The Securities Exchange Act of 1934, as
amended.
(h) 1989 PLAN. The Company's 1989 Stock Incentive Plan, as
amended.
(i) 1995 PLAN. The Company's 1995 Stock Incentive Plan, as
amended.
(j) FAIR MARKET VALUE. If the Stock is listed on the New York
Stock Exchange (or other national exchange), the average of the high and low
sale prices as reported on the New York Stock Exchange (or such other exchange)
or, if the Stock is not listed on a national exchange, the average of the high
and low sale prices of the Stock in the over-the-counter market, as reported by
the National Association of Securities Dealers through its Automated Quotation
System or otherwise, in either case for the date in question, PROVIDED that if
no transactions in the Stock are reported for that date, the average of the high
and low sale prices as so reported for the preceding day on which transactions
in the Stock were effected.
(k) PARTICIPANT. An officer, director or employee of the
Company to whom an Award has been granted.
<PAGE> 2
(l) SENSORMATIC. Sensormatic Electronics Corporation.
(m) STOCK. Authorized and issued or unissued shares of Common
Stock of Sensormatic or any security issued in exchange or substitution
therefor.
3. ELIGIBILITY. Only officers, key employees, and directors
who are also officers or employees of the Company or who have been designated by
the Board as eligible to receive Awards are eligible to receive Awards under the
Plan. Key employees are those employees who hold positions of responsibility or
whose performance, in the judgment of the Committee, can have a significant
effect on the growth and profitability of the Company.
4. STOCK AVAILABLE FOR AWARDS. Subject to Section 14 hereof, a
total of 3,650,000 shares of Stock, plus such additional number of shares as
becomes available under the 1995 Plan and the 1989 Plan by reason of the
forfeiture of awards granted thereunder or their cancellation or expiration
without exercise (other than in connection with a repricing of options by an
exchange to that effect, unless the holders of a majority of the shares of Stock
voting on such matter approve such repricing), shall be available for issuance
pursuant to Awards granted under the Plan, PROVIDED, HOWEVER, that the aggregate
number of shares of Stock subject to options and upon which stock appreciation
rights are based pursuant to Awards hereunder shall not exceed 1,500,000 for any
Participant during any three consecutive fiscal-year periods beginning on or
after July 1, 1998. From time to time, the Board and appropriate officers of
Sensormatic shall file such documents with governmental authorities and, if the
Stock is listed on the New York Stock Exchange (or other national exchange),
with such stock exchange, as are required to make shares of Stock available for
issuance pursuant to Awards and publicly tradeable. Shares of Stock related to
Awards, or portions of Awards, that are forfeited, canceled or terminated,
expire unexercised, are surrendered in exchange for other Awards, or are settled
in cash in lieu of Stock or in any other manner such that all or some of the
shares of Stock covered by an Award are not and will not be issued to a
Participant, shall be restored to the total number of shares of Stock available
for issuance pursuant to Awards, unless such Awards, or portions thereof, are
cancelled in connection with an exchange for options issued at a lower price or
the holders of a majority of the shares of Stock voting on such matter approve
such exchange.
5. ADMINISTRATION.
(a) GENERAL. The Plan shall be administered by the Committee,
which shall have full and exclusive power to (i) authorize and grant Awards to
persons eligible to receive Awards under the Plan; (ii) establish the terms,
conditions and limitations of each Award or class of Awards, including terms,
conditions and limitations governing the extent (if any) to which the Award may
be assigned or transferred, provided that, Awards shall not be assignable or
transferable to any person who is not at the time of transfer a member of the
Participant's immediate family or to any entity that is not established for the
benefit of, or wholly-owned by, the Participant or a member or members of the
Participant's immediate family; (iii) construe and interpret the Plan and all
Award Agreements; (iv) grant waivers of Plan restrictions; (v) adopt and amend
such rules, procedures, regulations and guidelines for carrying out the Plan as
it may deem necessary or desirable; and (vi) take any other action necessary for
the proper operation and administration of the Plan, all of which powers shall
be exercised in a manner consistent with the objectives, and in accordance with
the terms and conditions, of the Plan. The Committee's powers shall include, but
shall not be limited to, the authority to (A) adopt such subplans as may be
necessary or appropriate (1) to provide for the authorization and granting of
Awards to promote specific goals or for the benefit of specific classes of
Participants, (2) to provide for grants of Awards by means of formulae,
standardized criteria or otherwise, or (3) for any other purposes as are
consistent with the objectives of the Plan, and to segregate shares of Stock
available for issuance under the Plan generally as being available specifically
for the purposes of one or more subplans, and (B) subject to Section 11 hereof,
adopt modifications, amendments, rules,
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<PAGE> 3
procedures, regulations, subplans and the like as may be necessary or
appropriate (1) to comply with provisions of the laws of other countries in
which the Company may operate in order to assure the effectiveness of Awards
granted under the Plan and to enable Participants employed in such other
countries to receive advantages and benefits under the Plan and such laws, (2)
to effect the continua tion, acceleration or modification of Awards under
certain circumstances, including events which might constitute a Change in
Control (as set forth in Section 7 hereof) of Sensormatic, or (3) for any other
purposes as are consistent with the objectives of the Plan. All such
modifications, amendments, rules, procedures, regulations and subplans shall be
deemed to be a part of the Plan as if stated herein.
(b) COMMITTEE ACTIONS. All actions of the Committee with
respect to the Plan shall require the vote of a majority of its members or, if
there are only two members, by the vote of both. Any action of the Committee may
be taken by a written instrument signed by a majority (or both members) of the
Committee, and any action so taken shall be as effective as if it had been taken
by a vote at a meeting. All determinations and acts of the Committee as to any
matters concerning the Plan, including interpretations or constructions of the
Plan and any Award Agreement, shall be conclusive and binding on all
Participants and on any parties validly claiming through any Participants.
6. DELEGATION OF AUTHORITY. The Committee may delegate to the
Chief Executive Officer of Sensormatic and to other executive officers of the
Company certain of its administrative duties under the Plan, pursuant to such
conditions or limitations as the Committee may establish, except that the
Committee may not delegate its authority with respect to (a) the selection of
eligible persons as Participants in the Plan, (b) the granting or timing of
Awards, (c) establishing the amount, terms and conditions of any such Award, (d)
interpreting the Plan, any subplan or any Award Agreement or (e) amending or
otherwise modifying the terms or provisions of the Plan, any subplan or any
Award Agreement.
7. AWARDS. Subject to Section 4, the Committee shall determine
the types and timing of Awards to be made to each Participant and shall set
forth in the related Award Agreement the terms, conditions and limitations
applicable to each Award. Awards may include, but are not limited to, those
listed below in this Section 7. Awards may be granted singly, in combination or
in tandem, or in substitution for Awards previously granted under the Plan.
Awards may also be made in combination or in tandem with, in substitution for,
or as alternatives to, grants or rights under any other benefit plan of the
Company, including any such plan of any entity acquired by, or merged with or
into, the Company. Any such Awards made in substitution for, or as alternatives
to, grants or rights under a benefit plan of an entity acquired by, or merged
with or into, the Company in order to give effect to the transaction shall be
deemed to be issued in accordance with the terms and conditions of the Plan.
Awards shall be effected through Award Agreements executed by the Company in
such forms as are approved by the Committee from time to time.
All or part of any Award may be subject to conditions
established by the Committee, and set forth in the Award Agreement, which
conditions may include, without limitation, achievement of specific business
objectives, increases in specified indices, attainment of growth rates and other
measurements of Company performance.
The Committee may determine to make any or all of the
following Awards:
(a) STOCK OPTIONS. A grant of a right to purchase a specified
number of shares of Stock at an exercise price not less than 100% of the Fair
Market Value of the Stock on the date of grant, during a specified period, all
as determined by the Committee. Without limitation, a stock option may be in the
form of (i) an incentive stock option which, in addition to being subject to
such terms, conditions and limitations as are established by the Committee,
complies with Section 422 of the Code, PROVIDED that, no more than 2,500,000
shares of Stock in the aggregate may be subject to options
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<PAGE> 4
granted hereunder as incentive stock options, or (ii) a non-qualified stock
option subject to such terms, conditions and limitations as are established by
the Committee.
(b) STOCK APPRECIATION RIGHTS. A right to receive a payment,
in cash or Stock, equal to the excess of the Fair Market Value (or other
specified valuation) of a specified number of shares of Stock on the date the
stock appreciation right ("SAR") is exercised over the Fair Market Value (or
other specified valuation) on the date of grant of the SAR, except that if an
SAR is granted in tandem with a stock option, valuations on the grant and
exercise dates shall be no less than as determined on the basis of Fair Market
Value. The eventual amount, vesting or issuance of an SAR may be subject to
future service, performance standards and such other restrictions and conditions
as may be established by the Committee.
(c) STOCK AWARDS. An Award made in Stock or denominated in
units of Stock. The eventual amount, vesting or issuance of a Stock Award may be
subject to future service, performance standards and such other restrictions and
conditions as may be established by the Committee. Stock Awards may be based on
Fair Market Value or another specified valuation.
(d) CASH AWARDS. An Award made or denominated in cash. The
eventual amount of a cash Award may be subject to future service, performance
standards and such other restrictions and conditions as may be established by
the Committee.
Dividend equivalency rights, on a current or deferred basis,
may be extended to and be made part of any Award denominated in whole or in part
in Stock or units of Stock, subject to such terms, conditions and restrictions
as the Committee may establish.
Notwithstanding the provisions of the paragraphs of this
Section 7, Awards may be subject to acceleration of exercisability or vesting in
the event of a Change in Control of Sensormatic (i) as set forth in agreements
between Sensormatic and certain of its officers, directors and key employees
which provide for certain protections and benefits in the event of a change in
control (as defined in such agreements) or (ii) as may otherwise be determined
by the Committee under and in accordance with the terms and conditions of the
Plan. "Change in Control" for purposes of the Plan shall mean a change in
control of Sensormatic under such circumstances as shall be specified by (x) the
Committee or (y) where applicable to any Awards granted under the Plan by such
agreements between Sensormatic and a Participant as (1) may have been entered
into prior to the effective date of the Plan or (2) shall be entered into after
the effective date of the Plan with, to the extent such an agreement is
applicable to an Award, the approval of the Committee. A "Change in Control"
may, without limitation, be deemed to have occurred if (A) a change in control
of the Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act occurs; (B)
any "person" or "group" of persons (as the terms "person" and "group" are used
in Section 13(d) and 14(d) of the Exchange Act and the rules thereunder) is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the then
outstanding securities of the Company; (C) the Company consummates a merger,
consolidation, share exchange, division or other reorganization of the Company
with any other corporation or entity, unless the stockholders of the Company
immediately prior to such transaction beneficially own, directly or indirectly,
(1) if the Company is the surviving corporation in such transaction, 60% or more
of the combined voting power of the Company's outstanding voting securities as
well as 60% or more of the total market value of the Company's outstanding
equity securities, (2) if the Company is not the surviving corporation, 80% or
more of the combined voting power of the surviving entity's outstanding voting
securities as well as 80% or more of the total market value of such entity's
outstanding equity securities, or (3) in the case of a division, 80% or more of
the combined voting power of the outstanding voting securities of each entity
resulting from the division as well as 80% or more of the total market value of
each such entity's outstanding equity securities, in each case in substantially
the same proportion as such stockholders owned shares
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<PAGE> 5
of the Company prior to such transaction; (D) the Company adopts a plan of
complete liquidation or winding-up of the Company; (E) the stockholders of the
Company approve an agreement for the sale or disposition (in one transaction or
a series of transactions) of all or substantially all of the Company's assets;
or (F) a change of more than 25% in the composition of the Board occurs within a
two-year period unless such change was approved in advance by at least
two-thirds of the previous directors.
8. PAYMENT UNDER AWARDS. Payment by the Company pursuant to
Awards may be made in the form of cash, Stock or combinations thereof and may be
subject to such restrictions as the Committee determines, including, in the case
of Stock, restrictions on transfer and forfeiture provisions. Stock subject to
transfer restrictions or forfeiture provisions is referred to herein as
"Restricted Stock". The Committee may provide for payments to be deferred, such
future payments to be made in installments or by lump-sum payment. The Committee
may permit selected Participants to elect to defer payments of some or all types
of Awards in accordance with procedures established by the Committee to assure
that such deferrals comply with applicable requirements of the Code.
The Committee may also establish rules and procedures for the
crediting of interest on deferred cash payments and of dividend equivalencies on
deferred payments to be made in Stock or units of Stock.
At the discretion of the Committee, a Participant may be
offered an election to substitute an Award for another Award or Awards, or for
awards made under any other benefit plan of the Company, of the same or
different type.
9. STOCK OPTION EXERCISE. The price at which shares of Stock
may be purchased upon exercise of a stock option shall be paid in full, or
arrangements acceptable to the Committee for payment in full shall be made, at
the time of the exercise, in cash or, if permitted by the Committee, by (a)
tendering Stock or surrendering another Award, including Restricted Stock, or an
option or other award granted under another benefit plan of the Company, in each
case valued at, or on the basis of, Fair Market Value on the date of exercise,
(b) delivery of a promissory note issued by a Participant to the Company
pursuant to the terms and conditions of the Company's Stock Purchase Loan Plan
or otherwise as determined by the Committee, or (c) any other means acceptable
to the Committee. The Committee shall determine acceptable methods for tendering
Stock or surrendering other Awards or grants and may impose such conditions on
the use of Stock or other Awards or grants to exercise a stock option as it
deems appropriate. If shares of Restricted Stock are tendered as consideration
for the exercise of a stock option, the Committee may require that the number of
shares issued upon exercise of the stock option equal to the number of shares of
Restricted Stock used as consideration therefor be subject to the same
restrictions as the Restricted Stock so surrendered and any other restrictions
as may be imposed by the Committee. The Committee may also permit Participants
to exercise stock options and simultaneously sell some or all of the shares of
Stock so acquired pursuant to a brokerage or similar arrangement which provides
for the payment of the exercise price substantially concurrently with the
delivery of such shares.
10. TAX WITHHOLDING. The Company shall have the right to
deduct applicable taxes from any Award payment or shares of Stock receivable
under an Award and to withhold an appropriate number of shares of Stock for
payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all tax withholding
obligations. In addition, the Committee may permit Participants to elect to (a)
have the Company deduct applicable taxes resulting from any Award payment to, or
exercise of an Award by, such Participant by withholding an appropriate number
of shares of Stock for payment of tax obligations or (b) tender to the Company
for the purpose of satisfying tax payment obligations other Stock held by the
Participant. If the Company withholds shares of Stock to satisfy tax payment
obligations, the value of such Stock in general shall be its Fair Market Value
on the date of the Award payment or the date of exercise of an Award, as the
case may be. If a Participant tenders shares of Stock pursuant to clause (b)
above to satisfy tax
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<PAGE> 6
payment obligations, the value of such Stock shall be the Fair Market Value on
the date the Participant tenders such Stock to the Company.
11. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE
PLAN. The Board may amend, modify, suspend or terminate the Plan, or adopt
subplans under the Plan, (a) for the purpose of meeting or addressing any
changes in any applicable tax, securities or other laws, rules or regulations or
(b) for any other purpose permitted by law. Subject to changes in law or other
legal requirements that would permit otherwise, the Plan may not be amended
without the approval of the stockholders to (i) increase materially the
aggregate number of shares of Stock that may be issued under the Plan (except
for any increase resulting from adjustments pursuant to Section 14 hereof), (ii)
increase the aggregate number of shares that may be issued to any individual
Participant pursuant to options, or which are used as a basis of SARs granted
under the Plan, (iii) modify materially the requirements as to eligibility for
participation in the Plan, or (iv) permit the repricing of options issued
hereunder by amendment or by exchange of options at a lower price for options
previously issued at a higher exercise price (unless such higher priced options
are extinguished and the shares subject thereto no longer available for issuance
pursuant to grants under the Plan). Further, the Plan may not be amended in a
manner that would alter, impair, amend, modify, suspend or terminate any rights
of a Participant or obligation of the Company under any Awards theretofore
granted, in any manner adverse to any such affected Participant, without the
consent of such affected Participant.
12. TERMINATION OF EMPLOYMENT. Except as otherwise set forth
in an applicable Award Agreement or determined by the Committee, or as otherwise
provided in paragraph (a) or (b) of this Section 12, if a Participant's
employment or association with the Company terminates, all unexercised, deferred
and unpaid Awards (or portions of Awards) shall be canceled immediately.
(a) RETIREMENT, RESIGNATION OR OTHER TERMINATION. If a
Participant's employment or association with the Company terminates by reason of
the Participant's retirement or resignation, or for any other reason (other than
the Participant's death or disability), the Committee may, under circumstances
in which it deems an exception from the provisions of the first sentence of this
Section 12 to be appropriate to carry out the objectives of the Plan and to be
consistent with the best interests of the Company, permit Awards to continue in
effect and be exercisable or payable beyond the date of such termination, up
until the expiration date specified in the applicable Award Agreement and
otherwise in accordance with the terms of the applicable Award Agreement, and
may accelerate the exercisability or vesting of any Award, in either case, in
whole or in part.
(b) DEATH OR DISABILITY.
(i) In the event of a Participant's death, the
Participant's estate or beneficiaries shall have a period, not
extending beyond the expiration date specified in the applicable Award
Agreement (except as otherwise provided in such Award Agreement),
within which to exercise any outstanding Award held by the Participant,
as may be specified in the Award Agreement or as may otherwise be
determined by the Committee. All rights in respect of any such
outstanding Awards shall pass in the following order: (A) to
beneficiaries so designated in writing by the Participant; or if none,
then (B) to the legal representative of the Participant; or if none,
then (C) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be exercised or paid at
such times and in such manner as if the Participant were living, except
as otherwise provided in the applicable Award Agreement or as
determined by the Committee.
(ii) If a Participant ceases to be employed or
associated with the Company because the Participant is deemed by the
Company to be disabled, outstanding Awards held by the Participant may
be paid to or exercised by the Participant, if legally competent, or by
a committee or other legally designated guardian or representative if
the Participant is legally
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<PAGE> 7
incompetent, for a period, not extending beyond the expiration date
specified in the applicable Award Agreement (except as otherwise
provided in such Award Agreement), following the termination of his
employment or association with the Company, as may be specified in the
Award Agreement or as may otherwise be determined by the Committee.
(iii) After the death or disability of a Participant,
the Committee may at any time (A) terminate restrictions with respect
to Awards held by the Participant, (B) accelerate the vesting or
exercisability of any or all installments and rights of the Participant
in respect of Awards held by the Participant and (C) instruct the
Company to pay the total of any accelerated payments under the Awards
in a lump sum to the Participant or to the Participant's estate,
beneficiaries or representatives, notwithstanding that, in the absence
of such termination of restrictions or acceleration of payments, any or
all of the payments due under the Awards might ultimately have become
payable to other beneficiaries.
(iv) In the event of uncertainty as to the
interpretation of, or controversies concerning, paragraph (b) of this
Section 12, the Committee's determinations shall be binding and
conclusive on all Participants and any parties validly claiming through
them.
13. NONASSIGNABILITY.
(a) Except as the Committee may expressly provide otherwise in
or with respect to an Award Agreement, in each case in accordance with paragraph
(a)(ii) of Section 5 hereof, and except as provided in paragraphs (a) and (b) of
Section 12 hereof and paragraph (b) of this Section 13, no Award or any other
benefit under the Plan, or any right with respect thereto, shall be assignable
or transferable, or payable to or exercisable by, anyone other than the
Participant to whom it is granted.
(b) If a Participant's employment or association with the
Company terminates in order for such Participant to assume a position with a
governmental, charitable or educational agency or institution, and the
Participant retains Awards pursuant to paragraph (a) of Section 12 hereof, the
Committee, in its discretion and to the extent permitted by law, may authorize a
third party (including, without limitation, the trustee of a "blind" trust),
acceptable to the applicable authorities, the Participant and the Committee, to
act on behalf of the Participant with respect to such Awards.
14. ADJUSTMENTS. In the event of any change in the outstanding
Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger or similar event, the
Committee shall adjust proportionally (a) the number of shares of Stock (i)
reserved under the Plan, (ii) available for options or other Awards and
available for issuance pursuant to options, or upon which SARs may be based, for
individual Participants and (iii) covered by outstanding Awards denominated in
Stock or units of Stock; (b) the prices related to outstanding Awards; and (c)
the appropriate Fair Market Value and other price determinations for such
Awards. In the event of any other change affecting the Stock or any distribution
(other than normal cash dividends) to holders of Stock, such adjustments as may
be deemed equitable by the Committee, including adjustments to avoid fractional
shares, shall be made to give proper effect to such event. In the event of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee shall be authorized to issue or
assume stock options or other awards, whether or not in a transaction to which
Section 424(a) of the Code applies, by means of substitution of new stock
options or Awards for previously issued options or awards or an assumption of
previously issued stock options or awards.
15. NOTICE. Any written notice to Sensormatic required by any
of the provisions of the Plan shall be addressed to the Committee, c/o the
Secretary of Sensormatic, and shall become effective when received by the
Secretary.
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<PAGE> 8
16. UNFUNDED PLAN. Insofar as the Plan provides for Awards of
cash or Stock, the Plan shall be unfunded unless and until the Board or the
Committee otherwise determines. Although bookkeeping accounts may be established
with respect to Participants who are entitled to cash, Stock or rights thereto
under the Plan, any such accounts shall be used merely as a bookkeeping
convenience. Unless the Board otherwise determines, (a) the Company shall not be
required to segregate any assets that may at any time be represented by cash,
Stock or rights thereto, nor shall the Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Stock or rights thereto to be granted under the Plan; (b)
any liability of the Company to any Participant with respect to a grant of cash,
Stock or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and an Award Agreement;
(c) no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company; and (d) neither the
Company, the Board nor the Committee shall be required to give any security or
bond for the performance of any obligation that may be created by or pursuant to
the Plan.
17. PAYMENTS TO TRUST. Notwithstanding the provisions of
Section 16 hereof, the Board or the Committee may cause to be established one or
more trust agreements pursuant to which the Committee may make payments of cash,
or deposit shares of Stock, due or to become due under the Plan to Participants.
18. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan
nor the granting of any Award shall confer on any Participant any right to
continued employment or association with the Company or in any way interfere
with the Company's right to terminate the employment or association of any
Participant at any time, with or without cause, and without liability therefor.
Awards, payments and other benefits received by a Participant under the Plan
shall not be deemed a part of the Participant's regular, recurring compensation
for any purpose, including, without limitation, for the purposes of any
termination indemnity or severance pay law of any jurisdiction.
19. GOVERNING LAW. The Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by the Code
or the securities laws of the United States, shall be governed by and construed
under the laws of the State of Delaware.
20. EFFECTIVE AND TERMINATION DATES. The Plan, and any
amendment hereof requiring stockholder approval, shall become effective as of
the date of its approval by the stockholders of Sensormatic by the affirmative
vote of a majority of the votes cast at a stockholders' meeting at which the
approval of the Plan (or any such amendment) is considered, provided that the
total vote cast represents over 50% of all shares entitled to vote on the
proposal. The Plan shall terminate ten years after its initial effective date,
subject to earlier termination by the Board pursuant to Section 11 hereof,
except as to Awards then outstanding.
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EXHIBIT 4.2
SENSORMATIC ELECTRONICS CORPORATION
NON-QUALIFIED STOCK OPTION
For valuable consideration, receipt of which is hereby acknowledged,
SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation (the "Company"),
hereby grants to ____________________________________________, who resides at
____________________________________________ (the "Optionee"), a non-qualified
stock option ("Option"), subject to the terms and conditions hereof, to purchase
from the Company an aggregate of ____________ shares of the Common Stock of the
Company, par value $.01 per share (the "Common Stock"), at the price of
$_________ per share (the "Option Price"), such option to be exercisable in
installments as set forth below on or before the close of business on the day
preceding the [tenth] anniversary of the date hereof (the "Termination Date").
This Option may be exercised as to one-third of the shares of Common Stock
subject hereto on or after the first anniversary of the date hereof, as to an
additional one-third of such shares on or after the second anniversary of the
date hereof, and as to the remaining one-third of such shares, on or after the
third anniversary of the date hereof.
<PAGE> 2
This Option is granted pursuant to the Company's 1999 Stock Incentive Plan
(the "Plan") and is subject to the terms and conditions thereof. The Plan is
administered by the Company's Compensation Committee (the "Committee"). All
determinations and acts of the Committee as to any matters concerning the Plan,
including interpretations or constructions of this Option and of the Plan, shall
be conclusive and binding on the Optionee and any parties claiming through the
Optionee.
Unless the Optionee ceases to be employed by or associated with the Company
or a direct or indirect subsidiary thereof, the right of the Optionee to
purchase shares subject to any installment may be exercised in whole at any time
or in part from time to time after the accrual of such respective installment
and prior to the Termination Date, except as otherwise provided herein. This
Option may be exercised only with respect to full shares.
Subject to the provisions of this Option, this Option may be exercised by
written notice (the "Notice") to the Company stating the number of shares of
Common Stock with respect to which it is being exercised. The Notice shall be
accompanied by the Optionee's payment in full of the Option Price for each of
the shares to be purchased by the Optionee, such payment to be
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<PAGE> 3
made by (a) certified or bank cashier's check payable to the order of the
Company or (b) any other means or arrangements acceptable to the Committee.
As soon as practicable after receipt of the Notice and payment, and subject
to the next two paragraphs, the Company shall, without transfer or issue tax or
other incidental expense to the Optionee, deliver to the Optionee a certificate
or certificates for the shares of Common Stock so purchased. Such delivery shall
be made (a) at the offices of the Company at 951 Yamato Road, Boca Raton,
Florida 33431, (b) at such other place as may be mutually acceptable to the
Company and the Optionee, or (c) at the election of the Company, by certified
mail addressed to the Optionee at the Optionee's address shown in the records of
the Company.
The Company shall have the right to withhold an appropriate number of
shares of Common Stock (based on the fair market value thereof on the date of
exercise) for payment of taxes required by law or to take such other action as
may be necessary in the opinion of the Company to satisfy all tax withholding
obligations.
The Company may postpone the time of delivery of certificate(s) for shares
of Common Stock for such additional
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<PAGE> 4
time as the Company shall deem necessary or desirable to enable it to comply
with the requirements of any securities exchange upon which the Common Stock may
be listed, or the requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any rules or regulations of the
Securities and Exchange Commission promulgated thereunder, or any applicable
state laws relating to the authorization, issuance or sale of securities.
The issuance of the shares of Common Stock subject hereto and issuable upon
the exercise of this Option and the transfer or resale of such shares shall be
subject to such restrictions as are, in the opinion of the Company's counsel,
required to comply with the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, and the certificate(s) representing such
shares shall, if it is deemed advisable by the Company's counsel, bear a legend
to such effect.
If, upon tender of delivery of the number of shares of Common Stock
specified in the Notice, the Optionee fails to accept delivery of and pay, or
have made arrangements, satisfactory to the Committee, for payment, for all or
any part thereof, the Optionee's right to exercise this Option with
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<PAGE> 5
respect to such unaccepted and unpaid for shares may be terminated by the
Company.
During the Optionee's lifetime, this Option shall be exercisable only by
the Optionee (except as otherwise provided below), and neither this Option nor
any right hereunder shall be assignable or transferable otherwise than by will
or the laws of descent and distribution (as provided below), or be subject to
attachment, execution or other similar process. In the event of any attempt by
the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of
this Option or of any right hereunder, except as provided for herein, or in the
event of any levy or any attachment, execution or similar process upon the
rights or interest hereby conferred, the Company may terminate this Option by
notice to the Optionee, and it shall become null and void.
Subject to the terms of the Plan, if, prior to the Termination Date, the
Optionee's employment or association with the Company or any of its direct or
indirect subsidiaries terminates for any reason (otherwise than by reason of the
Optionee's death or disability (as defined below)), this Option, and all rights
hereunder to the extent that this Option and such rights shall not have been
exercised on the effective date of
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<PAGE> 6
such termination, shall immediately terminate and become null and void.
In the event of the Optionee's death prior to the Termination Date, and
while the Optionee is employed by or associated with the Company or a direct or
indirect subsidiary thereof, this Option shall immediately become fully
exercisable and may be exercised within one year after the date of the
Optionee's death by the person(s) to whom the right passes pursuant to the
following sentence, but in no event may this Option be exercised later than the
Termination Date. All rights with respect to this Option, including the right to
exercise it, shall pass in the following order: (a) to such person(s) as the
Optionee may designate in a writing duly delivered to the Company (in the form
available from the Company for such purpose), or, in the absence of such a
designation, then (b) to the Optionee's estate (the Option to be exercised by
the legal representative).
In the event that the Optionee, prior to the Termination Date, ceases to
be employed by or associated with the Company or a direct or indirect subsidiary
thereof because the Optionee is deemed by the Company to be disabled, this
Option shall immediately become fully exercisable and may be exercised by the
Optionee, if legally competent, or by a committee or other
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<PAGE> 7
legally designated guardian or representative if the Optionee is legally
incompetent, within one year after the date the Optionee ceases to be employed
by or associated with the Company or a direct or indirect subsidiary thereof as
a result of such disability, but in no event may this Option be exercised later
than the Termination Date. For purposes of this Option, the Optionee shall be
deemed by the Company to be disabled if the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than twelve months.
The Optionee shall not be considered to be disabled unless the Optionee or the
Optionee's representative furnishes proof of the existence of such disability in
such form and manner, and at such times, as may be required by the Committee,
and unless such proof shall be satisfactory to the Committee. The determination
by the Committee with respect to the existence of such disability shall be
conclusive and binding upon the Optionee and any parties claiming through the
Optionee.
In the event of any change in the outstanding Common Stock by reason of a
stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger or similar
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<PAGE> 8
event, the Committee shall adjust proportionally the number of shares of Common
Stock covered by this Option and the Option Price thereof. In the event of any
other change affecting the Common Stock or any distribution (other than normal
cash dividends) to holders of Common Stock, such adjustments as may be deemed
equitable by the Committee, including adjustments to avoid fractional shares,
shall be made to give proper effect to such event. In the event of a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee may authorize the assumption of
this Option or the substitution of a new stock option for this Option, whether
or not in a transaction to which Section 424(a) of the Internal Revenue Code of
1986, as amended from time to time, applies. The judgment of the Committee with
respect to any matter referred to in this paragraph shall be conclusive and
binding upon the Optionee and any parties claiming through the Optionee.
Neither the Optionee nor any person or persons entitled to exercise the
Optionee's rights under this Option in accordance herewith shall have any rights
to dividends or any other rights of a stockholder with respect to any shares of
Common Stock subject to this Option, except to the extent that a certificate
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<PAGE> 9
for such shares shall have been issued upon the exercise of this Option as
provided herein.
Each notice relating to this Option shall be in writing and delivered in
person or by certified mail to the proper address. All notices to the Company
shall be addressed to it at its offices at 951 Yamato Road, Boca Raton, Florida
33431, attention of the Committee, c/o the Company's Secretary, and shall become
effective when received by the Secretary. All notices to the Optionee or other
person or persons then entitled to exercise any rights with respect to this
Option shall be addressed to the Optionee or such other person or persons at the
Optionee's address shown in the records of the Company. Anyone to whom a notice
may be given under this Option may designate a new address by notice to that
effect.
Neither the adoption of the Plan nor the granting of this Option confers on
the Optionee any right to continued employment by or association with the
Company (or any of its direct or indirect subsidiaries) or in any way interferes
with or alters the Company's (and its direct and indirect subsidiaries') right
to terminate such employment or association at any time, with or without cause,
and without liability therefor. This Option shall not be deemed a part of the
Optionee's regular,
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<PAGE> 10
recurring compensation, if any, for any purpose, including, without limitation,
for the purposes of any termination indemnity or severance pay law of any
jurisdiction.
This Option and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the Internal Revenue Code of 1986, as
amended from time to time, or the securities laws of the United States, shall be
governed by and construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, SENSORMATIC ELECTRONICS CORPORATION has caused this
Option to be executed by its officers, thereunto duly authorized, as of the ____
day of ____________, 19__.
SENSORMATIC ELECTRONICS
CORPORATION
By:
-------------------------------------
Name:
Title:
ATTEST:
- ------------------------------
Marian E. Fetchik
Assistant Secretary
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<PAGE> 1
EXHIBIT 5.1
SALANS HERTZFELD HEILBRONN CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NY 10020
(212) 632-5500
November 24, 1999
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 (File No. 333- ) (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 1999 Stock Incentive Plan (the "Plan").
As counsel to the Corporation, we have examined and are familiar with
the Corporation's Restated 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
stand ing 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.
<PAGE> 2
We consent to being named in the Registration Statement as attorneys
who have passed upon legal matters in connection with the Shares and we consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ SALANS HERTZFELD HEILBRONN
CHRISTY & VIENER
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1999 Stock Incentive Plan of Sensormatic
Electronics Corporation of our report dated August 2, 1999 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, 1999 filed with the Securities and Exchange Commission.
/s/ PRICEWATERHOUSECOOPERS LLP
November 24, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1999 Stock Incentive Plan of Sensormatic
Electronics Corporation of our report dated August 13, 1998, with respect to the
consolidated financial statements and schedule of Sensormatic Electronics
Corporation as of and for each of the two years in the period ended June 30,
1998, included in its Annual Report on Form 10-K for the fiscal year ended
June 30, 1999 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
November 23, 1999
