-----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, DATUbDe7xFLujHISmMOOkxtu4bkRQEkqUUaCEGExOSlU7aD2wS5CfycfCLGykUz1 LEbt+VDriCGyJRaAESnE+g== 0000899681-97-000227.txt : 19970520 0000899681-97-000227.hdr.sgml : 19970520 ACCESSION NUMBER: 0000899681-97-000227 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 SROS: AMEX 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: 1934 Act SEC FILE NUMBER: 005-50663 FILM NUMBER: 97606699 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: PERLMUTH WILLIAM A CENTRAL INDEX KEY: 0001021091 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O STROOCK & STROOCK & LEVAN STREET 2: 7 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2128065400 MAIL ADDRESS: STREET 1: C/O STROOCK & STROOCK & LAVAN STREET 2: 7 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Sentry Technology Corporation (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 81731K 10 1 (CUSIP Number) William A. Perlmuth, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038-4982 (212) 806-5860 --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 12, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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). SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Estate of Arthur J. Minasy, William A. Perlmuth, Executor 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER 750,729 shares SHARES 8 SHARED VOTING POWER None BENEFICIALLY 9 SOLE DISPOSITIVE POWER 750,729 shares OWNED BY EACH REPORTING 10 SHARED DISPOSITIVE POWER None PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,729 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.78% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust F/B/O Karen Minasy Hatgis, William A. Perlmuth, Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER 46,830 shares SHARES 8 SHARED VOTING POWER None BENEFICIALLY 9 SOLE DISPOSITIVE POWER 46,830 shares OWNED BY EACH REPORTING 10 SHARED DISPOSITIVE POWER None PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,830 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust F/B/O Keith Minasy, William A. Perlmuth, Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER 41,590 shares SHARES 8 SHARED VOTING POWER None BENEFICIALLY 9 SOLE DISPOSITIVE POWER 41,590 shares OWNED BY EACH REPORTING 10 SHARES DISPOSITIVE POWER None PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,590 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust F/B/O Kathy Minasy Nicolette, William A. Perlmuth, Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER 41,590 shares SHARES 8 SHARES VOTING POWER None BENEFICIALLY 9 SOLE DISPOSITIVE POWER 41,590 shares OWNED BY EACH REPORTING 10 SHARES DISPOSITIVE POWER None PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,590 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William A. Perlmuth 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 21,626 shares SHARES 8 SHARED VOTING POWER None BENEFICIALLY 9 SOLE DISPOSITIVE POWER 21,626 shares OWNED BY EACH REPORTING 10 SHARED DISPOSITIVE POWER None PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,626 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON IN Item 1. Security and Issuer This statement relates to the common stock, par value $.001 per share ("Common Stock"), of Sentry Technology Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 350 Wireless Boulevard, Hauppauge, New York 11788. Item 2. Identity and Background This Schedule 13D is being filed by William A. Perlmuth, an individual with a business address c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038-4982, individually and in his capacity as Executor of the Estate of Arthur J. Minasy (the "Estate") and Trustee of three separate trusts for the benefit of Mr. Minasy's adult children, Karen Minasy Hatgis, Keith Minasy and Kathy Minasy Nicolette (the "Trusts"). The address of the Estate and the Trusts is the same as the address for Mr. Perlmuth. Kathy Minasy Nicolette is the wife of Thomas A. Nicolette, a Director and the President and Chief Executive Officer of the Issuer. Mr. Perlmuth is an attorney and a member of the law firm of Stroock & Stroock & Lavan LLP, which firm performs legal services for the Issuer. Mr. Perlmuth is also a Director of the Issuer. Mr. Perlmuth has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he 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. Mr. Perlmuth is a citizen of the United States. The Estate and each of the Trusts were created under New York law. Item 3. Source and Amount of Funds and Other Consideration The shares of Common Stock deemed beneficially owned by Mr. Perlmuth as Executor of the Estate and as Trustee of the Trusts and the shares of Common Stock beneficially owned directly by Mr. Perlmuth (other than those which may be acquired pursuant to options) were acquired pursuant to an Agreement and Plan of Merger by and among Knogo North America Inc., Video Sentry Corporation, Strip Merger Corp., Viking Merger Corp. and Sentry Technology Corporation. Pursuant to the Merger Agreement, each Knogo shareholder received one share of Common Stock for every 1.2022 shares of Knogo common stock held prior to the effective date of the merger. The Common Shares were registered pursuant to a Joint Proxy Statement/Prospectus on Form S-4 under the Securities Act of 1933, as amended. No consideration was paid for the shares. Item 4. Purpose of Transaction Mr. Perlmuth has been Trustee of the Trusts since their creation in 1973 and became Executor of the Estate in May 1994. Mr. Perlmuth is a Director of the Issuer and has been a director since January 14, 1997. Mr. Perlmuth was a director of the Issuer's predecessor, Knogo North America Inc. since the incorporation of the Knogo North America Inc. in August 1994. Under Section 141 of the Delaware General Corporation Law, the business of the Issuer is to be managed by or under the direction of its Board of Directors. While the Board, and Mr. Perlmuth as a Director, Executor and Trustee, may from time to time consider matters of a nature similar to one or more of the actions enumerated under Item 4 of Schedule 13D, there exist at this time no plans or proposals which require disclosure pursuant thereto. Depending upon market prices and conditions, the financial needs of the Estate and its beneficiaries and of the beneficiaries of the Trusts and other relevant considerations, Mr. Perlmuth may sell all or a portion of the shares of Common Stock in open market or privately negotiated transactions or otherwise. Item 5. Interest in Securities of the Issuer Mr. Perlmuth, by reason of his serving as Executor of the Estate and Trustee of each of the Trusts, has sole power to vote and sole power to dispose of the shares of Common Stock owned by the Estate and the Trusts. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Perlmuth (by virtue of having such power) is deemed to be the "beneficial owner" of such shares. Mr. Perlmuth has no personal pecuniary interest in any of such shares. In addition to the shares of Common Stock owned by the Estate and the Trusts, Mr. Perlmuth is the beneficial owner of 21,626 shares which he owns directly, including in such amount 18,299 shares issuable upon exercise of options which presently are exercisable or will become exercisable within the next 60 days. Mr. Perlmuth also holds additional options to acquire 15,000 shares, granted by the Issuer to Mr. Perlmuth in his capacity as a non-employee Director of the Issuer pursuant to the Issuer's 1997 Stock Incentive Plan. The options vest as to 20% of the shares covered thereby on February 13th of each year. Under the policies of the law firm of which Mr. Perlmuth is a member, Mr. Perlmuth will share any economic benefit of such options to purchase Issuer stock with the other members of such firm. There have been no transactions involving the shares in the 60-day period preceding the filing of this Amendment. Each of Jayne Minasy, Karen Minasy Hatgis, Keith Minasy and Kathy Minasy Nicolette may be a beneficiary of the Estate. Karen Minasy Hatgis, Keith Minasy and Kathy Minasy Nicolette are the sole beneficiaries of their respective trusts. See Item 4. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Estate and the Trusts have the right under certain circumstances to demand the registration of the shares under the Securities Act of 1933, as amended. Except as otherwise described herein, none of the Estate, the Trusts or Mr. Perlmuth have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option agreements, 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 None. 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: May 14, 1997 /s/ William A. Perlmuth William A. Perlmuth, individually and as Executor of the Estate of Arthur J. Minasy and as Trustee of the Trust F/B/O Karen Minasy Hatgis, Trust F/B/O Keith Minasy and Trust F/B/O Kathy Minasy Nicolette -----END PRIVACY-ENHANCED MESSAGE-----