-----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, LdXNWh0GDaLGtuji1lQNyK08Ad5JG8n+svsQUWu+yJZ1qnRx9VTq0gQhkPhPWjgQ +tHo9AyQccIcm31vADGp2A== 0000950144-97-013652.txt : 19971229 0000950144-97-013652.hdr.sgml : 19971229 ACCESSION NUMBER: 0000950144-97-013652 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971224 EFFECTIVENESS DATE: 19971224 SROS: CSX SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENSORMATIC ELECTRONICS CORP CENTRAL INDEX KEY: 0000088974 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 341024665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43289 FILM NUMBER: 97744586 BUSINESS ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619897912 MAIL ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: JKR CORP DATE OF NAME CHANGE: 19730607 S-8 1 SENSORMATIC ELECTRONICS CORP. S-8 1 As filed with the Securities and Exchange Commission on December 24, 1997. 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 --------------------------------------------------- (Address of principal executive offices) (Zip Code) 1995 STOCK INCENTIVE PLAN ------------------------- (Full title of the plan) President and Chief Executive Officer Sensormatic Electronics Corporation 951 Yamato Road Boca Raton, Florida 33431-0700 (561) 989-7000 ------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copy to: Jerome M. LeWine, Esq. Christy & Viener 620 Fifth Avenue New York, New York 10020 ---------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of securities Amount Proposed Proposed Amount to be to be maximum offering maximum aggregate of registered registered(1) price per share(2) offering price(2) registration fee - ------------------------------------------------------- ------------------------ ----------------------- -------------------------- Common Stock, par value $.01 per share 2,000,000 shares $15.1968 $30,393,559.25 $8,966.10 ===================================================================================================================================
(1) Shares registered hereunder are, or may become, issuable in connection with the exercise of stock awards granted under the Registrant's 1995 Stock Incentive Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers such additional securities as may become issuable in accordance with the anti-dilution provisions of the 1995 Stock Incentive Plan with respect to such awards. (2) Estimated solely for the purposes of calculating the registration fee, pursuant to Rule 457(h), based on (i) as to shares issuable upon exercise of outstanding options, the weighted average exercise price thereof, and (ii) as to shares issuable upon the exercise of options which may be granted, the last sale reported over-the-counter per share of the Registrant's Common Stock as reported on the New York Stock Exchange on December 19, 1997. =============================================================================== Page 1 of 7 Pages (Exhibit Index on Page 5) 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 I will be sent or given to employees as specified in Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Company's Registration Statement on Form S-8 (File No. 33-58299) are incorporated herein by reference. -2- 3 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 23rd day of December, 1997. SENSORMATIC ELECTRONICS CORPORATION By:/s/ GARRETT E. PIERCE -------------------------------- Name: Garrett E. Pierce Title: Senior Vice President and Chief Financial Officer 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. Signature Title Date --------- ----- ---- /s/ ROBERT A. VANOUREK President and Chief 12/23/97 - ----------------------------- Executive Officer Robert A. Vanourek (Principal Executive Officer) and Director /s/ GARRETT E. PIERCE Senior Vice President and 12/23/97 - ----------------------------- Chief Financial Officer Garrett E. Pierce (Principal Financial Officer) /s/ GREGORY C. THOMPSON Vice President and 12/23/97 - ----------------------------- Controller Gregory C. Thompson (Principal Accounting Officer) /s/ RONALD G. ASSAF Director 12/23/97 - ----------------------------- Ronald G. Assaf -3- 4
Signature Title Date --------- ----- ---- /s/ THOMAS V. BUFFETT Director 12/23/97 - -------------------------------- Thomas V. Buffet /s/ TIMOTHY P. HARTMAN Director 12/23/97 - -------------------------------- Timothy P. Hartman /s/ JAMES E. LINEBERGER Director 12/23/97 - -------------------------------- James E. Lineberger /s/ J. RICHARD MUNRO Director 12/23/97 - -------------------------------- J. Richard Munro /s/ JOHN T. RAY, JR. Director 12/23/97 - -------------------------------- John T. Ray, Jr.
-4- 5 INDEX TO EXHIBITS
Exhibit Description Page ------- ----------- ---- 4.1 Composite Restated Certificate of Incorporation of the Company filed pursuant to Rule 232.102(c) of Regulation S-T* 4.2 By-Laws of the Company** 5.1 Opinion of Christy & Viener++ 6 23.1 Consent of Christy & Viener (included in Exhibit 5) 6 23.2 Consent of Ernst & Young LLP++ 7
- ------------ * Incorporated herein by reference to Exhibit 4(d) to Registration Statement No. 33-61626. ** Incorporated herein by reference to Exhibit 3(b) to the Annual Report on Form 10-K for the fiscal year ended June 30, 1996. ++ Filed herewith. -5- EX-5.1 2 OPINION OF CHRISTY & VIENER 1 Exhibit 5.1 December 24, 1997 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 (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 1995 Stock Incentive Plan (the "Plan"). As counsel to the Corporation, we have examined and are familiar with the Corporation's 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. We consent to being named in the Registration Statement on Form S-8 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 to the Registration Statement. Very truly yours, /s/CHRISTY & VIENER -6- EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the 1995 Stock Incentive Plan of Sensormatic Electronics Corporation of our report dated August 14, 1997, with respect to the consolidated financial statements and schedule of Sensormatic Electronics Corporation included in its Annual Report on Form 10-K for the year ended June 30, 1997 filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP West Palm Beach, Florida December 20, 1997 -7- -----END PRIVACY-ENHANCED MESSAGE-----