8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                  CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) January 16, 2001

                          Sentry Technology Corporation
             (Exact name of registrant as specified in its chapter)

          Delaware                  1-12727                    96-11-3349733
(State or other jurisdiction      (Commission                  (IRS Employer
      of incorporation)           File Number)              Identification No.)

   350 Wireless Boulevard, Hauppauge, New York                     11788
     (Address of principal executive offices)                    (Zip Code)

         Registrant's telephone number, including area code 631-232-2100

                                      None
          (Former name or former address, if changed since last report)




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

      On January 8, 2001, Dutch A&A Holding B.V. ("Dutch A&A") entered into a
      Purchase Agreement (the "Purchase Agreement") with Registrant pursuant to
      which Dutch A&A acquired new shares of common stock of Registrant for $3.0
      million, with $500,000.00 paid at closing and the balance to be paid in
      installments through July 31, 2001. The source of the consideration paid
      by Dutch A&A is working capital. Dutch A&A now owns 37.5 % of the
      outstanding common stock of Registrant (the "Initial Purchase"). At any
      time prior to the first anniversary of the Initial Purchase, Dutch A&A 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 Registrant'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, Dutch A&A 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 Dutch A&A previously exercised its right to acquire shares
      increasing its investment to 51% of Registrant'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. As a condition to the Purchase Agreement, the
      shareholders of Registrant elected three nominees of Dutch A&A to the
      Board of Directors. If Dutch A&A has not acquired 51% of Registrant's
      common stock by the second anniversary of the Purchase Agreement, one of
      the three nominees of Dutch A&A will resign and be replaced by a nominee
      of the continuing directors, approved by Dutch A&A.





Item 7. Financial Statements and Exhibits

EXHIBITS                DESCRIPTION
- --------                -----------

2                       Securities Purchase Agreement, dated August 8, 2000,
                        between Sentry Technology Corporation and Dutch A&A,
                        incorporated by reference to Exhibit 10.1 of Company's
                        Current Report on Form 8-K, dated August 10, 2000.

99                      Press Release dated January 9, 2001.



                                   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 hereunto duly authorized.

                                                 Sentry Technology Corporation

                                             /s/ Peter J. Mundy
Date: January 19, 2001                       -----------------------------------
                                                 Peter J. Mundy, VP and CFO




                                 EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION
- -----------             -----------
99                      Press Release dated January 9, 2001.

EX-99

                                   EXHIBIT 99
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.