<PAGE> 1
As filed with the Securities and Exchange Commission on December 21, 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 Identification No.)
incorporation or organization)
951 YAMATO ROAD
BOCA RATON, FLORIDA 33431-0700
(561) 989-7000
(Address of principal executive offices)
DIRECTORS STOCK OPTION 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
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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
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 350,000 shares $14.96875 $5,239,062.50 $1,383.11
===================================================================================================================================
</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 Directors Stock Option 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 Directors Stock Option Plan with respect
to such awards.
(2) Estimated solely for the purposes of calculating the registration fee,
pursuant to Rule 457(h), based on the average of the high and low sales
prices of the Registrant's Common Stock as reported on the New York Stock
Exchange on December 20, 1999.
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Page 1 of 7 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 Directors Stock Option 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 such
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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 Directors Stock Option 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.
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(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 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 21st day
of December, 1999.
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ GARRET E. PIERCE
------------------------------------------------
Name: Garrett E. Pierce
Title: Senior Vice President and Chief Financial
Officer
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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/ PER-OLOF LOOF President and Chief Executive Officer
- -------------------------------------------- (Principal Executive Officer) and Director December 21, 1999
Per-Olof Loof
/s/ GARRETT E. PIERCE Senior Vice President and Chief Financial
- -------------------------------------------- Officer (Principal Financial Officer) December 21, 1999
Garrett E. Pierce
/s/ GREGORY C. THOMPSON Vice President and Controller December 21, 1999
- -------------------------------------------- (Principal Accounting Officer)
Gregory C. Thompson
/s/ RONALD G. ASSAF Chairman of the Board of Directors December 21, 1999
- --------------------------------------------
Ronald G. Assaf
/s/ THOMAS V. BUFFET Director December 21, 1999
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Thomas V. Buffet
/s/ TIMOTHY P. HARTMAN Director December 21, 1999
- ------------------------------------
Timothy P. Hartman
/s/ FRED A. BREIDENBACH Director December 21, 1999
- --------------------------------------------
Fred A. Breidenbach
/s/ JAMES E. LINEBERGER Director December 21, 1999
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James E. Lineberger
/s/ J. RICHARD MUNRO Director December 21, 1999
- --------------------------------------------
J. Richard Munro
/s/ JOHN T. RAY, JR. Director December 21, 1999
- --------------------------------------------
John T. Ray, Jr.
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
SENSORMATIC ELECTRONICS CORPORATION
DIRECTORS STOCK OPTION PLAN
1. PURPOSE. The purpose of the Directors Stock Option Plan
(the "Plan") is to aid the Company in attracting, retaining and motivating
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 the granting of stock options, thereby providing
Participants with a proprietary interest in the growth, profitability and
success of the Company. The Plan succeeds the Directors Stock Option Plan (the
"1990 Directors Plan"), which was established in March 1990 as a subplan under
the Company's 1989 Stock Incentive Plan. Stock options granted to directors of
the Company pursuant to the 1990 Directors Plan are deemed to have been granted
under the Plan and are governed by the terms and conditions of the Plan.
2. DEFINITIONS.
(a) BOARD. The Board of Directors of the Company.
(b) CODE. The Internal Revenue Code of 1986, as amended
from time to time.
(c) COMMITTEE. The members of the Board or a committee
composed of not less than two members thereof as may be designated from time to
time by the Board, who shall administer the Plan.
(d) COMPANY. Sensormatic Electronics Corporation.
(e) DISCRETIONARY STOCK INCENTIVE PLAN. The Company's 1995
Stock Incentive Plan, together with its predecessor stock incentive plans and
any successor stock incentive plans.
(f) EXCHANGE ACT. The Securities Exchange Act of 1934, as
amended.
(g) 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.
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(h) NON-EMPLOYEE DIRECTORS. Directors of the Company who are
not officers or employees of the Company or any direct or indirect subsidiary of
the Company.
(i) OPTION. A non-qualified stock option to purchase shares of
Stock granted, or deemed to have been granted, pursuant to the terms and
conditions of the Plan.
(j) OPTION AGREEMENT. An agreement between the Company and a
Participant setting forth the terms, conditions and limitations applicable to
an Option.
(k) PARTICIPANT. A director of the Company to whom an Option
has been granted.
(l) STOCK. Authorized and issued or unissued shares of Common
Stock of the Company or any security issued in exchange or substitution
therefor.
(m) STOCK INCENTIVE PLAN COMMITTEE. The committee designated
to adminis ter a Discretionary Stock Incentive Plan.
3. ELIGIBILITY. Only the following persons are eligible to
participate in the Plan: (a) directors who are members of a Stock Incentive Plan
Committee and (b) Non-Employee Directors who (i) have not been designated by
the Board within 30 days after becoming a director as being eligible to receive
awards under a Discretionary Stock Incentive Plan or, (ii) having been eligible
to participate in a Discretionary Stock Incentive Plan, have ceased to be so
eligible as a result of a determination by the Board. The eligibility of any
such director to participate in the Plan shall cease if such director is
subsequently designated as being eligible to receive awards (as defined in the
Discretionary Stock Incentive Plan) under a Discretionary Stock Incentive Plan.
4. STOCK AVAILABLE FOR OPTIONS. Subject to Section 8 hereof, a
total of 575,000 shares of Stock shall be available for issuance pursuant to
options granted under or deemed granted under the Plan, including shares of
Stock which after the effective date of the Plan may be issued under stock
options which were granted originally under the 1990 Directors Plan and were
outstanding at the effective date of the Plan. From time to time, the Board and
appropriate officers of the Company 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 Options and publicly tradeable. Shares
of Stock related to Options, or portions of Options, that are forfeited,
canceled or terminated, expire unexercised, are surrendered in exchange for
other Options, or in such manner that all or some of the shares covered by an
Option 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 Options.
5. ADMINISTRATION. The Plan shall be administered by the
Committee, which shall have full and exclusive power to (a) construe and
interpret the Plan and all Option Agreements, (b) adopt and amend such rules,
procedures, regulations and guidelines for carrying out the Plan as it may deem
necessary or desirable and (c) take any other action necessary for the proper
operation and administration of the Plan, all of which powers shall be exercised
in a
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manner consistent with the objectives, and in accordance with the terms and
conditions, of the Plan; PROVIDED, HOWEVER, that no discretion regarding the
grant, amount, timing, terms and conditions of Options granted, or deemed
granted, under the Plan shall be afforded to the Committee. 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) of such members and any action so taken shall be as effective as if it had
been taken by a vote of such members 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 Option Agreement, shall be
conclusive and binding on all Participants and on any parties validly claiming
through any Participants.
6. GRANTING OF OPTIONS.
(a) On the date the Plan became effective, each director who
at such date was eligible to participate in the Plan was automatically granted
an Option to purchase 20,000 shares of Stock, unless such director was
previously granted an option to purchase Stock pursuant to Section 5(a) of the
1990 Directors Plan or otherwise pursuant to a Discretionary Stock Incentive
Plan (a "Previous Grant").
(b) On the date of the Annual Meeting of Stockholders held in
November 1991, and on the date of each succeeding Annual Meeting of
Stockholders, each director of the Company who received a Previous Grant and who
remains a director and eligible to participate in the Plan shall automatically
be granted an Option to purchase 7,500 shares of Stock.
(c) On the date that any Non-Employee Director (other than a
director who received a Previous Grant or who received a grant pursuant to
subparagraph (a) of this Section 6) first becomes eligible to participate in
the Plan, such Non-Employee Director shall automatically be granted an Option
to purchase 20,000 shares of Stock.
(d) Commencing on the date of the Annual Meeting of
Stockholders of the Company (i) on or next preceding the second anniversary of
the date on which a Participant becomes eligible to participate in the Plan, in
the case of a Participant who is granted an Option pursuant to subparagraph (c)
of this Section 6, or (ii) on or next preceding the first anniversary of the
date on which a Non-Employee Director becomes eligible to participate in the
Plan, in the case of a Non-Employee Director who is not granted an Option
pursuant to subparagraph (c) of this Section 6, and, in each case, on the date
of each succeeding Annual Meeting of Stockholders, any such Participant, if
remaining a director and eligible to participate in the Plan, shall
automatically be granted an Option to purchase 7,500 shares of Stock.
(e) Notwithstanding the foregoing, no Option shall be granted
to any person whose service as a director ends at the Annual Meeting of
Stockholders on the date of which the Option would otherwise be granted.
(f) The number of shares of Stock for which Options shall be
granted under this Section 6 is subject to adjustment as set forth in Section
7(l) hereof.
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7. OPTIONS. Each Option granted pursuant to, or otherwise to
be governed by the terms and conditions of, the Plan shall have the following
terms and conditions:
(a) Each Option shall have an exercise price equal to the Fair
Market Value of a share of Stock on the date of grant.
(b) The price at which shares of Stock may be purchased upon
exercise of an Option shall be paid in full at the time of exercise, in cash or
by (i) tendering Stock or surrendering another stock option, valued at, or on
the basis of, the Fair Market Value of the Stock on the date of exercise, (ii)
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 (iii) other means acceptable to the
Committee. The Committee shall determine acceptable methods for tendering Stock
or surrendering other stock options. Participants may also exercise 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 Option
exercise price substantially concurrently with the delivery of such shares.
(c) Each Option shall be exercisable for a period of ten years
from the date of grant.
(d) Each Option shall be exercisable as to one-third of the
shares of Stock subject to such Option on and after the first anniversary of the
date of grant of such Option, as to an additional one-third, on and after the
second anniversary thereof, and as to the remaining one-third, on and after the
third anniversary thereof.
(e) The Company shall have the right to deduct applicable
taxes resulting from any exercise of or other payment on an Option and to
withhold an appropriate number of shares of Stock for payment of tax withholding
obligations, if any, or to take such other action as may be necessary in the
opinion of the Company to satisfy any tax withholding obligations. In addition,
Participants may elect to (i) have the Company deduct applicable taxes by
withholding an appropriate number of shares of Stock for payment of taxes
required by law or (ii) 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 shall be its Fair Market Value on the date the Option is exercised. If a
Participant tenders shares of Stock pursuant to clause (ii) above to satisfy tax
payment obligations, the value of such Stock shall be the Fair Market Value on
the date the Participant tenders such Stock to the Company.
(f) Except as otherwise set forth in the applicable Option
Agreement or as otherwise provided in paragraphs (g), (h), (i) and (j) of this
Section 7, if a Participant's association with the Company terminates, any
unexercised Option (or portion thereof) shall, to the extent it is exercisable
pursuant to the terms of such Option on the date of such termination, remain
exercisable for a period of three months following the date of termination or
until the stated expiration date of the Option, if earlier.
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(g) If a Participant dies, any outstanding Option then held by
the Participant shall become fully exercisable as of the date of the
Participant's death. Any such Option shall be exercisable by the Participant's
estate or beneficiaries following the Participant's death through the expiration
date specified in the applicable Option Agreement and in such manner as if the
Participant were living. Rights with respect to any such Option shall pass in
the following order: (i) to beneficiaries so designated in writing by the
Participant; or if none, then (ii) to the Participant's legal representatives;
or if none, then (iii) to the persons entitled thereto as determined by a court
of competent jurisdiction.
(h) If a Participant ceases to be associated with the Company
because the Participant is deemed by the Company to be disabled, any Option held
by the Participant may be exercised by the Participant, if legally competent, or
by a committee or other legally designated guardian or representative if the
Participant is legally incompetent, through the expiration date specified in the
applicable Option Agreement. Any such Option shall become fully exercisable as
of the date of the Participant's termination of his association with the Company
by virtue of such disability.
(i) If a Participant's association with the Company terminates
in order that such Participant may assume a position with a governmental,
charitable or educational agency or institution, such Participant's Options, to
the extent permitted by law, shall continue in effect and be exercisable beyond
the date of termination, up until the expiration date specified in the
applicable Option Agreement. Any such Option shall become fully exercisable as
of the date of the Participant's termination. To the extent permitted by law,
the Participant 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 Options.
(j) If a Participant's association with the Company terminates
by reason of the Participant's retirement at 62 years of age or thereafter, any
outstanding Option then held by the Participant shall become fully exercisable
as of the date of the Participant's retirement. Any such Option shall be
exercisable through the expiration date specified in the applicable Option
Agreement.
(k) An Option shall not be assignable or transferable to, or
exercisable by, anyone other than the Participant to whom it is granted, except
(i) as provided in subparagraphs (g), (h), (i) and (j) of this Section 7 and
(ii) to (A) a member of the Participant's immediate family; (B) a trust solely
for the benefit of the Participant and/or one or more members of his immediate
family; or (C) a partnership or limited liability company, all of whose
interests are owned by the Participant and/or one or more members of his
immediate family (any of (A), (B) and (C) referred to as a "Permitted
Transferee"), in each case as set forth in this Section 7(k). A permitted
transfer under subparagraph (ii) hereof may be made only upon written notice
thereof to the Company. A Permitted Transferee may not further assign, sell or
transfer the transferred Option, in whole or in part, other than by will or by
operation of the laws of descent and distribution and upon the terms and
conditions described in subparagraphs (g) or (h) of this Section 7. A Permitted
Transferee shall agree in writing to be bound by the provisions of this Plan.
For purposes of this Section 7(k), "immediate family" shall mean the Optionee's
spouse,
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<PAGE> 6
children, children-in-law and grandchildren, including adopted and step-children
and grandchildren.
(l) In the event of any change in the number of shares of
outstanding Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, consolidation or similar
event, the Committee shall adjust proportionally the number of shares of Stock
covered by each outstanding Option and the exercise price thereof. 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.
(m) Notwithstanding the provisions of paragraph (d) of this
Section 7, Options shall be subject to acceleration of exercisability in the
event of a Change in Control of the Company, as provided in agreements between
the Company and certain of its officers and directors which provide for certain
protections and benefits in the event of a Change in Control (as defined in such
agreements), or as shall be provided in applicable Option Agreements. "Change in
Control" for purposes of the Plan and any Options shall mean a change in control
of the Company under such circumstances as shall be specified (i) where
applicable to any Options by any such agreement between the Company and a
Participant as (A) may have been entered into prior to the effective date of the
Plan or (B) shall be entered into after the effective date of the Plan upon such
terms and conditions, to the extent applicable to any Options, as are
substantially the same as those contained in earlier prior agreements with
certain officers and directors, or (ii) in the applicable Option Agreement. For
the purposes of the Plan or any Option, 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 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
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<PAGE> 7
within a two-year period unless such change was approved in advance by at least
two-thirds of the previous directors.
8. 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, consolidation or similar
event, the Committee shall adjust proportionally the number of shares of Stock
(a) reserved for issuance pursuant to the Plan and (b) available for Options.
9. AMENDMENT OR TERMINATION. The Committee may amend, modify,
suspend or terminate the Plan for the purpose of (a) 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 which would permit otherwise, the Plan may not be amended
without stockholder approval 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 7(l) or 8 hereof), or (ii)
increase materially the benefits accruing to Participants or (iii) modify
materially the requirements as to eligibility for participation in 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 Options theretofore granted, in any manner adverse to such
affected Participant, without the consent of such affected Participant.
10. NOTICE. Any written notice to the Company required by any
of the provisions of the Plan shall be addressed to the Committee, c/o the
Secretary of the Company, and shall become effective when received by the
Secretary.
11. 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.
12. 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 the Company 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 on November 30, 2006, subject to earlier
termination by the Board pursuant to Section 9 hereof, except as to Options then
outstanding.
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<PAGE> 1
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 day (the "Termination Date") preceding the tenth
anniversary of the date hereof.
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.
This option is granted pursuant to the Company's Directors
Stock Option Plan (the "Plan") and is subject to the terms and conditions
thereof. The Plan is administered by the Plan Committee (the "Committee"), as
described in the Plan. 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 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
<PAGE> 2
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 made by
(a) certified or bank cashier's check payable to the order of the Company or (b)
any other means 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 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
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<PAGE> 3
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 thereof, the Optionee fails to
accept delivery of and pay or have paid for all or any part of the number of
shares of Common Stock specified in the Notice, the Optionee's right to exercise
this Option with respect to such undelivered 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.
-3-
<PAGE> 4
If, prior to the Termination Date, the Optionee's association
with the Company or its direct or indirect subsidiaries terminates for any
reason (otherwise than by reason of the Optionee's death, disability or
retirement (as defined below)), this option and all rights hereunder, to the
extent that this option and such rights shall not have been exercised and are
exercisable pursuant to the terms hereof on the date of such termination, shall
remain exercisable for a period of only three months following the date of such
termination or until the termination Date, if earlier.
In the event of the Optionee's death prior to the Termination
Date, and while the Optionee is associated with the Company or a direct or
indirect subsidiary thereof, this option shall immediately become fully
exercisable and may be exercised until the Termination Date by the person(s) to
whom the right passes pursuant to the following sentence. 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 legal representatives, or, if none, then (c) to such person(s) as
determined by a court of competent jurisdiction.
In the event that the Optionee, prior to the Termination Date,
ceases to be 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 legally designated
guardian or representative if the Optionee is legally incompetent, until the
Termination Date. For purposes of this option, the Optionee shall be deemed by
the Company to
-4-
<PAGE> 5
be disabled if the Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which 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 that the Optionee, prior to the Termination Date,
ceases to be associated with the Company or a direct or indirect subsidiary
thereof by reason of the Optionee's retirement at 62 years of age or thereafter,
this Option shall immediately become fully exercisable as of the date of such
retirement and may be exercised by the Optionee until the Termination Date.
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 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
-5-
<PAGE> 6
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 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 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
-6-
<PAGE> 7
subsidiaries') right to terminate its association with the Optionee at any time,
with or without cause, and without liability therefor.
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 ____________, ______.
SENSORMATIC ELECTRONICS
CORPORATION
By
-------------------------------
Per-Olof Loof
President and CEO
ATTEST:
- -------------------------------
Marian R. 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
December 21, 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 Directors Stock Option 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 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.
<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 hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 2, 1999 relating
to the financial statements and financial statement schedules, which appears in
Sensormatic Electronics Corporation's Annual Report on Form 10-K for the year
ended June 30, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
December 20, 1999
Miami, Florida
<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 dated December 21, 1999 pertaining to the
Directors Stock Option 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
December 20, 1999
