-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNj+nr2dK3b5xGpBrDjC9VtFqC1A80DToRm4HH9neioJwqRxsUkSgDm6/j2qrpnI VXccMulNx+4K8ij4b0kOBQ== 0000891092-01-000069.txt : 20010123 0000891092-01-000069.hdr.sgml : 20010123 ACCESSION NUMBER: 0000891092-01-000069 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENTRY TECHNOLOGY CORP CENTRAL INDEX KEY: 0001030708 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 113349733 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50663 FILM NUMBER: 1511168 BUSINESS ADDRESS: STREET 1: 350 WIRELESS BLVD CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5142322100 MAIL ADDRESS: STREET 1: 350 WIRELESS BLVD CITY: HAUPPAUGE STATE: NY ZIP: 11788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUTCH A&A HOLDING B V CENTRAL INDEX KEY: 0001132684 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GALVANISTRAAT 24-3840 AH HARDERWIJK CITY: NETHERLANDS STATE: P7 ZIP: 00000 SC 13D 1 0001.txt SCHEDULE 13D - -------------------------------------------------------------------------------- SEC Potential persons who are to respond to the collection of 1746(2- information contained in this form are not required to respond 98) unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 ---------------------------- Expires: October 31, 2002 ---------------------------- Estimated average burden hours per response. . . 14.9 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- (Name of Issuer) Sentry Technology Corporation - -------------------------------------------------------------------------------- (Title of Class of Securities) Common Stock - -------------------------------------------------------------------------------- (CUSIP Number) 81731K101 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Peter L. Murdoch, President 350 Wireless Boulevard, Hauppauge, New York 11788 (631) 232-2100 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) January 8, 2001 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 81731K101 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Dutch A&A Holding, B.V.; I.R.S. Identification No.: 000000000 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions)[ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: The Netherlands - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 23,050,452 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power 23,050,452 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 23,050,452 (See Item 5) - -------------------------------------------------------------------------------- 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13.Percent of Class Represented by Amount in Row (11) 37.5% (See Item 5 below) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer This Schedule 13D relates to the shares of Common Stock of Sentry Technology Corporation, a Delaware corporation ("Issuer"). The principal executive office and mailing address of Issuer is 350 Wireless Boulevard, Hauppauge, New York 11788. Item 2. Identity and Background This Schedule 13D is being filed by Dutch A&A Holding, B.V., a Netherlands corporation (the "Reporting Person"). The principal executive and mailing address of the Reporting Person is Galvanistraat 24-3840 AH Harderwijk, The Netherlands. To the best knowledge of the Reporting Person, the Reporting Person has not, during the last five years, (i) been convicted in a criminal proceeding nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of the funds for the purchase of the securities is anticipated to be from working capital of the Reporting Person. Item 4. Purpose of Transaction See Press Release attached hereto as Exhibit A. Item 5. Interest in Securities of the Issuer Reporting Person owns 37.5 % of the outstanding common stock of Issuer (the "Initial Purchase"). At any time prior to the first anniversary of the Initial Purchase, Reporting Person may increase the total number of shares of common stock it acquires under the Purchase Agreement to 51% of the shares of common stock to be then outstanding. If the average market value of Issuer's common stock, measured over any ten-day trading period during the year, is at least $15.0 million, the purchase price for the additional shares shall be determined by multiplying the actual number of shares to be purchased by $.001; otherwise, the purchase price will be $1.5 million. At any time prior to the second anniversary of the Initial Purchase, Reporting Person may increase the number of the total number of shares of common stock it acquires under the Purchase Agreement to 60% of the shares of common stock to be then outstanding. The purchase price for the additional shares shall be determined as follows: If the average market value of the common stock, measured over a ten-day period during the two years preceding the second anniversary, is at least $25.0 million, the purchase price shall be determined by multiplying the actual number of shares to be purchased by $.001. If Reporting Person previously exercised its right to acquire shares increasing its investment to 51% of Issuer's common stock, but the average market value test was not met at the time of the second purchase, then the purchase price shall be $3.5 million; otherwise the purchase price shall be $5.0 million. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer To the best knowledge of Reporting Person, Reporting Person is not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Exhibit A--Press Release issued by Sentry Technology Corporation on January 9, 2001. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. - -------------------------------------------------------------------------------- Date January 18, 2001 - -------------------------------------------------------------------------------- Signature /s/ /s/ - -------------------------------------------------------------------------------- Name/Title Wim Angel President/CEO Cor De Nood Vice President EX-99.A 2 0002.txt PRESS RELEASE EXHIBIT A Press Release Sentry Technology Announces Completion of Transaction With Dutch A&A Holding, B.V. HAUPPAUGE, N.Y., Jan. 8 /PRNewswire/ -- Sentry Technology Corporation (OTC Bulletin Board: SKVY - news) announced today the completion of the purchase of Common Stock of Sentry Technology Corporation by Dutch A&A Holding, B.V. Dutch A&A has purchased newly issued stock of Sentry representing 37.5% of the outstanding Common Stock of Sentry for a total purchase price of $3,000,000, of which $500,000 was paid today and the balance is payable in installments through July 31, 2001. Dutch A&A has the right to acquire additional shares during the two-year period following the closing, up to an aggregate holding of 60% of the Common Stock of Sentry then outstanding. As previously announced, the Company is also paying a dividend of 0.075 shares of Class A Preferred for each Class A Preferred share outstanding on December 8, 2000. The Class A Preferred Stock of Sentry, including the dividend shares, has been reclassified into shares of Common Stock at a ratio of 5 shares of Common for every share of Class A Preferred Stock. Peter L. Murdoch, the new President and Chairman of the Board of Sentry and a member of the Dutch A&A investor group, said, "Dutch A&A is excited to be completing this transaction. Both companies will benefit by the combined resources, including product lines, markets and technologies. Sentry will add to its existing products Dutch A&A's EAS, Access Control and RFID systems for sales to its U.S. customer base in excess of 9,000 accounts and Dutch A&A will expand its product offerings to include Sentry's patented traveling SentryVision(R) system, via its network of international dealers. We believe this investment dramatically increases value for Sentry and Dutch A&A." Dutch A&A is headquartered in the Netherlands. Through its subsidiaries, Dutch A&A develops, manufactures and markets RFID, Access Control, RF/EM antishoplifting systems, security labels and software in 50 countries. Sentry Technology Corporation was formed on February 12, 1997 through the merger of Knogo North America Inc. and Video Sentry Corporation. Through its subsidiaries, Sentry designs, manufactures, sells, installs and services a complete line of electronic article surveillance (EAS) and closed circuit television (CCTV) surveillance systems, including its patented traveling SentryVision(R) system. The Company's products are used by retailers to deter shoplifting and employee theft, and by commercial, manufacturing and governmental customers to protect people and assets. For further information about the companies, please visit their web sites at http://www.sentrytechnology.com/ and http://www.idsystems-dialoc.com/. Except for the historical information herein, certain matters discussed in this release include forward-looking statements involving statements concerning the Company's future prospects. These statements involve risks and uncertainties, including risks relating to general economic conditions and risks relating to the Company's operations, such as the risk of loss of major customers and risks relating to changes in demand for the Company's products, as detailed from time to time in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----