KNOGO NORTH AMERICA INC
8-K/A, 1997-03-10
COMMUNICATIONS EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  ------------
                                   FORM 8-K/A

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


      Date of Report (date of earliest event reported) DECEMBER 24, 1996


                            KNOGO NORTH AMERICA INC.
             (Exact name of registrant as specified in its charter)


 DELAWARE                           1-13528                        11-3231714
 (State or other jurisdiction of   (Commission                  (IRS Employer
     incorporation)                 File Number)                  ID Number)


      350 WIRELESS BOULEVARD, HAUPPAUGE, NEW YORK                 11788
       (Address of principal executive offices)                 (Zip Code)

     Registrant's Telephone Number, including area code: (516) 232-2100


         (Former name or former address, if changed since last report)
<PAGE>

On December 24, 1996, KNOGO North America Inc. (the "Company"), predecessor
company (for accounting purposes) to Sentry Technology Corporation, completed a
sale-leaseback transaction with respect to its Hauppauge, New York facility. The
Company reported the sale-leaseback transaction on its Current Report on Form
8-K, filed with the Securities and Exchange Commission on January 8, 1997 (the
"Form 8-K"), as an Item 5 event. The Company has determined that the
sale-leaseback should instead be reported as an Item 2 event and, therefore, the
text of the Form 8-K is hereby amended and restated in its entirety as set forth
below.

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

On December 24, 1996, the Company completed a sale-leaseback transaction with
respect to its Hauppauge, New York facility, resulting in the receipt by the
Company of net proceeds of approximately $4,536,000, which approximated the
carrying value of the land and building. The lease covers a period of 20 years
with quarterly lease payments of $131,000. The lease agreement allows for an
increase in lease payments for years 4-20 based on a formula tied to the
Consumer Price Index. In accordance with Statement of Financial Accounting
Standard No. 13, "Accounting for Leases," the Company has accounted for the land
element of the lease as an operating lease and the building element as a capital
lease.

The effect of this transaction on a pro forma basis, had it occurred as of the
beginning of the year ended December 31, 1995, would be to increase depreciation
expense by approximately $91,000, increase rent expense by approximately
$148,000 and increase interest expense by approximately $258,000.

The pro forma effect on the nine months ended September 30, 1996 would be to
increase depreciation expense by approximately $68,000, increase rent expense by
approximately $111,000 and increase interest expense by approximately $247,000.

On a pro forma basis as of September 30, 1996, the Company's cash would increase
by approximately $4,536,000, net property, plant and equipment would decrease by
approximately $1,460,000, capital lease obligations would increase by
approximately $3,033,000 and a deferred gain of approximately $43,000 would be
recorded.

Item 5.  OTHER EVENTS

Not applicable.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements - None.

(b) Pro Forma financial information - See narrative description set forth above
    under Item 2.

(c) Exhibits - None.

<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                               KNOGO NORTH AMERICA INC.

                                               By: /S/ PETER J. MUNDY
                                                   Peter J. Mundy
                                                   Vice President-Finance,
                                                   Secretary and Treasurer

Dated:  March 10, 1997



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