S-8 1 ds8.txt PROSPECTUS As filed with the Securities and Exchange Commission on October 3, 2001. Registration No._________ ================================================================================ 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 (561) 989-7000 (Address of principal executive offices) 1999 STOCK INCENTIVE PLAN (Full title of the plan) Gregory C. Thompson Senior Vice President and Chief Financial Officer Sensormatic Electronics Corporation 951 Yamato Road Boca Raton, Florida 33431-0700 (561) 989-7000 (Name and address of agent for service) Copy to: Anthony J. Carroll, Esq. Salans Hertzfeld Heilbronn Christy & Viener 620 Fifth Avenue New York, New York 10020 ______________ Calculation of Registration Fee
========================================================================================================= Proposed Proposed Title of securities to be Amount to be maximum offering maximum aggregate Amount of registered registered (1) price per share (2) offering price (2) registration fee --------------------------------------------------------------------------------------------------------- Common Stock, par value 3,400,000 shares $22.675 $77,095,000 $19,273.75 $.01 per share =========================================================================================================
(1) Shares registered hereunder are, or may become, issuable in connection with the exercise of stock options, stock appreciation rights or stock awards granted under the Registrant's 1999 Stock Incentive Plan. In addition, pursuant to Rule 416 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 1999 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, as to shares issuable upon the exercise of options which may be granted, the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on September 26, 2001. Page 1 of 10 Pages (Exhibit Index on Page 8) 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 participants in the 1999 Stock Incentive Plan as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission") and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed with the Commission by Sensormatic Electronics Corporation (the "Company") (File Number 01-10739) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement: . The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001. . The description of the Company's Common Stock set forth in the Company's amended Registration Statement on Form 8-A, filed with the Commission on May 14, 1991 under the Exchange Act, including any subsequent amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the termination of the offering of the shares of the Company's Common Stock covered by this Registration Statement shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the respective dates of the filing of such documents. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. -2- Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters with respect to the validity of the securities offered hereby are being passed upon for the Company by Salans Hertzfeld Heilbronn Christy & Viener, New York, New York. Jerome M. LeWine, a partner at Salans Hertzfeld Heilbronn Christy & Viener, and a former director of the Company, beneficially owns 155,600 shares of Common Stock of the Company and holds options to purchase 33,500 shares of Common Stock. Item 6. Indemnification of Directors and Officers. The Company's Certificate of Incorporation provides that the Company will to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL") indemnify all persons whom it may indemnify pursuant thereto. The Company's By-laws contain a similar provision requiring indemnification of the Company's directors and officers to the fullest extent authorized by the DGCL. The DGCL permits a corporation to indemnify its directors and officers (among others) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought (or threatened to be brought) by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made for expenses (including attorneys' fees) actually and reasonably incurred by directors and officers in connection with the defense or settlement of such action if they had acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses. The DGCL further provides that, to the extent any director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this paragraph, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. In addition, the Company's Certificate of Incorporation contains a provision limiting the personal liability of the Company's directors for monetary damages for certain breaches of their fiduciary duty as directors. The Company has indemnification insurance under with directors and officers are insured against certain liability that may occur in their capacity as such. Item 7. Exemption from Registration Claimed. Not applicable. -3- Item 8. Exhibits. 4.1 1999 Stock Incentive Plan, as amended through November 17,2000, and Forms of Options (incorporated by reference to Exhibit (e)(4)(xxxix) to the Schedule 14D-9 of the Company filed August 23, 2001) 5.1* Opinion of Salans Hertzfeld Heilbronn Christy & Viener 23.1* Consent of Salans Hertzfeld Heilbronn Christy & Viener (included in Exhibit 5.1) 23.2* Consent of PricewaterhouseCoopers LLP ______________ *Filed herewith Item 9. Undertakings. The undersigned registrant hereby undertakes to: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be the initial bona fide offering thereof. (3) Remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Company's annual report pursuant to Section 13(a) -4- or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- 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 on this 2/nd/ day of October, 2001. SENSORMATIC ELECTRONICS CORPORATION By: /s/ Gregory C. Thompson ------------------------------------------------- Name: Gregory C. Thompson Title: Senior Vice President and Chief Financial Officer -6- 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/ Per-Olof Loof President and Chief Executive Officer (Principal October 2, 2001 ---------------------------------- Executive Officer) and Director Per-Olof Loof /s/ Gregory C. Thompson Senior Vice President and Chief Financial Officer October 2, 2001 ---------------------------------- (Principal Financial Officer) Gregory C. Thompson /s/ William Bufe Corporate Vice President and Controller October 2, 2001 ---------------------------------- (Principal Accounting Officer) William Bufe /s/ Ronald G. Assaf Chairman of the Board of Directors October 2, 2001 ---------------------------------- Ronald G. Assaf /s/ Fred A. Breidenbach Director October 2, 2001 ---------------------------------- Fred A. Breidenbach __________________________________ Director October ___, 2001 Thomas V. Buffet /s/ Timothy P. Hartman Director October 2, 2001 ---------------------------------- Timothy P. Hartman /s/ James E. Lineberger Director October 2, 2001 ---------------------------------- James E. Lineberger __________________________________ Director October ___, 2001 J. Richard Munro /s/ John T. Ray, Jr. Director October 2, 2001 ---------------------------------- John T. Ray, Jr. /s/ Pauline Lo Alker Director October 2, 2001 ---------------------------------- Pauline Lo Alker
-7- EXHIBIT INDEX 4.1 1999 Stock Incentive Plan, as amended through November 17,2000, and Forms of Options (incorporated by reference to Exhibit (e)(4)(xxxix) to the Schedule 14D-9 of the Company filed August 23, 2001) 5.1* Opinion of Salans Hertzfeld Heilbronn Christy & Viener 23.1* Consent of Salans Hertzfeld Heilbronn Christy & Viener (included in Exhibit 5.1) 23.2* Consent of PricewaterhouseCoopers LLP ___________________ *Filed herewith -8-