EXHIBIT 99.4
VIDEO SENTRY CORPORATION
6365 Carlson Drive
Eden Prairie, Minnesota 55346
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 6, 1997
----------------
A Special Meeting of Shareholders of Video Sentry Corporation, a
Minnesota corporation ("Video"), will be held starting at 10:00 a.m., local
time, on February 6, 1997, at the offices of Winthrop & Weinstine, 3000 Dain
Bosworth Plaza, 60 South Sixth Street, Minneapolis, Minnesota (the "Video
Meeting"). Attendance at the Video Meeting will be limited to shareholders of
record on January 10, 1997, or their proxies, beneficial owners having evidenced
ownership on that date, and invited guests of Video.
The purposes of the meeting are:
1. To consider and vote upon a proposal (the "Video Proposal")
to approve and adopt an Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of November 27, 1996, as amended by
Amendment No. 1 to Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of January 10, 1997 (collectively,
the "Merger Agreement"), among Video, Knogo North America Inc., a
Delaware corporation ("Knogo"), Sentry Technology Corporation, a
Delaware corporation ("Sentry"), Viking Merger Corp., a Minnesota
corporation and a wholly-owned subsidiary of Sentry ("Video Merger
Corp."), and Strip Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of Sentry ("Knogo Merger Corp."). The Merger
Agreement contemplates, among other things, that (a) Video Merger Corp.
will be merged with and into Video, and Knogo Merger Corp. will be
merged with and into Knogo, with the result that Video and Knogo each
will become wholly-owned subsidiaries of Sentry, (b) each outstanding
share of Video common stock, par value $0.01 per share ("Video Common
Stock"), will be converted into the right to receive one share of
Sentry common stock, par value $0.001 per share ("Sentry Common
Stock"), and (c) each outstanding 1.2022 shares of Knogo common stock,
par value $0.01 per share, will be converted into the right to receive
one share of Sentry Common Stock plus one share of Class A Preferred
Stock of Sentry, par value $0.001 per share; and
2. To transact such other business as may properly come before
the Video Meeting or at any adjournments or postponements thereof.
The terms of the Video Proposal and the Sentry Common Stock to be
issued in connection therewith are described in detail in the accompanying Joint
Proxy Statement/Prospectus. To ensure that your vote will be counted, please
complete, date and sign the enclosed proxy card and return it promptly in the
enclosed postage-paid envelope, whether or not you plan to attend the Video
Meeting. You may revoke your proxy in the manner described in the accompanying
Joint Proxy Statement/Prospectus at any time before it is voted at the Video
Meeting.
Holders of record of shares of Video Common Stock at the close of
business on January 10, 1997, the record date for the Video Meeting, are
entitled to notice of and to vote at the Video Meeting or at any postponements
or adjournments thereof. The affirmative vote of the holders of a majority of
the outstanding shares of Video Common Stock is required to approve the Video
Proposal.
By Order of the Board of Directors
Ronald W. McClurg
Secretary
Eden Prairie, Minnesota
January 23, 1997
IMPORTANT
Whether or not you plan to attend the Video Meeting in person, please
complete, sign, date and return the enclosed Proxy Card as soon as possible. A
return envelope is provided for your convenience. You may revoke your Proxy at
any time before it is voted by delivering to the Secretary of Video at 6365
Carlson Drive, Eden Prairie, Minnesota 55346 a signed notice of revocation or a
later dated signed Proxy Card or by attending the Video Meeting and voting in
person.
DO NOT SEND IN ANY STOCK CERTIFICATES WITH YOUR PROXY CARD.