As filed with the Securities and Exchange Commission on May __, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SENTRY TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 96-11-3349733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 Wireless Boulevard
Hauppauge, New York 11788
(631) 232-2100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Peter L. Murdoch
President and Chief Executive officer
Sentry Technology Corporation
Hauppauge, New York 11788
(631) 232-2100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Stephen A. Salvo
Salvo, Russell, Fichter & Landau
510 Township Line Road
Blue Bell, Pennsylvania 19422
(215) 653-0110
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement in light of market
conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class Amount Proposed maximum Amount of
of securities to to be Maximum Offering aggregate registration
be registered registered price per Unit(1) offering price fee
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Common Stock
$.001 par value 23,050,452 $0.07 per share $1,613,532 $ 403.39
______________________________________________________________________________
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the prices of the Common Stock on the OTC Bulletin Board
on May __, 2001.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MAY __, 2001
Prospectus
23,050,452 Shares
Sentry Technology Corporation
Common Stock
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Our common stock trades on the OTC Bulletin Board under the symbol
"SKVY."
On January 8, 2001, we issued to Dutch A&A Holding B.V., a Netherlands
company ("Dutch A&A"), 23,050,452 shares of our common stock for a purchase
price of $3,000,000.00. This prospectus relates to resales of those shares
by Dutch A&A. The shares may be offered and sold by Dutch A&A or its
transferees from time to time in open-market or privately-negotiated
transactions that may involve underwriters or brokers.
We will not receive any of the proceeds from the sale of the shares
covered by this prospectus, and the registration of the shares does not
necessarily mean that any of them will be offered or sold by Dutch A&A.
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Neither the Securities and Exchange Commission nor any other state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
crime.
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The date of this Prospectus is_______________, 2001.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL OUR REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURIITES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................................3
RISK FACTORS...................................................................4
CAUTIONARY STATREMENT REGARDING FORWARD-LOOKING STATEMENTS.....................4
SENTRY TECHNOLOGY CORPORATION..................................................5
DESCRIPTION OF CAPITAL STOCK...................................................6
USE OF PROCEEDS................................................................7
THE SELLING SHAREHOLDER........................................................7
PLAN OF DISTRIBUTION...........................................................8
LEGAL OPINIONS.................................................................9
EXPERTS........................................................................9
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
o Annual Report on Form 10-K for the year ended December 31,2000;
and
o Current Reports on Form 8-K filed January 22, 2001 and March 8,
2001.
You may request a copy of these filings, at no cost, by writing or
telephoning:
Sentry Technology Corporation
350 Wireless Boulevard
Hauppauge, New York 11788
Attention: Corporate Secretary
Telephone: 631/232-2100
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. Dutch A&A will not make an
offer of these shares in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those
documents.
RISK FACTORS
Before you invest in Sentry Technology common stock, you should read the
Risks, uncertainties and factors which may adversely affect Sentry Technology
That are discussed under the caption "Risk Factors" in our Registration
Statement on Form S-4 filed on October 20, 2000 which are incorporated by
Reference in this prospectus.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
We have made statements in this document and in documents that we have
incorporated by reference into this document that constitute forward-looking
statements, as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements are subject to risks and uncertainties.
Forward-looking statements include information concerning possible or assumed
future results of operations of Sentry Technology. These statements may
relate to, but are not limited to, information or assumptions about earnings
per share, capital and other expenditures, dividends, financing plans, capital
structure, cash flow, pending legal proceedings and claims, including
environmental matters, future economic performance, operating income, cost
savings, management's plans, goals and objectives for future operations and
growth and markets for the securities of Sentry Technology. These forward-
looking statements generally are accompanied by words such as "intend,"
"anticipate," "believe," "estimate," "expect," "should" or similar
expressions. You should understand that these forward-looking statements
are estimates reflecting the best judgment of senior management of Sentry
Technology, not guarantees of future performance. They are subject to a number
of assumptions, risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements. Important factors that could cause actual results to differ
materially from estimates or projections contained in forward-looking
statements include, among others, the following:
- the competitive nature of our business and the effect of competition on
our ability to operate profitably;
- our reliance on a limited number of major customers;
- the risk of fluctuating operating results on a seasonal or quarterly
basis;
- the risk of delay in supply of component parts on our ability to fill
orders;
- our reliance on a limited number of suppliers for component parts;
- the risk of volatility in our stock price;
- the risk related to government regulation which may be burdensome or
lead to significant costs or liabilities;
- the impact of operational hazards;
- the risk that our business strategy may not be successful;
- the risk that we may not fully realize the benefits expected to result
from our relationship with Dutch A&A;
- the impact of the loss of key employees; and
- the risk that other firms will further expand into markets in which we
operate.
These factors are more fully described under the caption "Risk Factors" in our
Registration Statement on Form S-4 filed on October 20, 2000 which are
incorporated by reference in this prospectus. Other factors that could cause
actual results to differ materially from estimates and projections contained
in forward-looking statements are described in the other documents that we
incorporated by reference into this document. In addition, we can give you
no assurance that:
- we have correctly identified and assessed all of the factors affecting
our businesses;
- the publicly available and other information with respect to these
factors on which we have based our analysis is complete and correct;
- our analysis is correct; or
- our strategies, which are based in part on this analysis, will be
successful.
Accordingly, you should not place undue reliance on forward-looking
statements, which speak only as of the date of this prospectus, or, in the
case of documents incorporated by reference, the date of those documents.
All subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. We do not undertake any obligation to release publicly any revisions
to these forward-looking statements to reflect events or circumstances after
the date of this prospectus or to reflect the occurrence of unanticipated
events.
SENTRY TECHNOLOGY CORPORATION
Sentry was formed in connection with the February 1997 merger of Knogo
North America Inc., a Delaware corporation, and Video Sentry Corporation, a
Minnesota corporation. As a result of the merger, we became the parent
Corporation of two wholly-owned Delaware subsidiaries: Knogo North America Inc.
("Knogo") and Video Sentry Corporation ("Video").
Knogo is engaged in the design, manufacture, sale, installation and
servicing of a complete line of electronic article surveillance equipment.
Video designs, manufactures, markets, installs and services a
programmable traveling closed circuit television surveillance system that
delivers a high Quality video picture which is used in a wide variety of
applications. Video also acts as a system integrator for conventional CCTV
products that it markets, installs and services.
Our proprietary CCTV system, called SentryVision(tm), is designed to
provide enhanced prevention surveillance in retail stores and distribution
centers as well as to provide monitoring and deterrence of illegal and unsafe
activities in a variety of other locations such as parking garages,
correctional facilities, warehouses, transportation centers and public transit
terminals. SentryVision(tm) may also be employed in a broad range of
operational and process monitoring applications in commercial manufacturing
and industrial settings.
Our recently developed SentryVision(tm) SmartTrack system features one or
two state-of-the-art pan, tilt and zoom domes providing for 360o unobstructed
views to eliminate most blind spots. Additionally, SmartTrack utilizes
sophisticated software that provides six tours and up to 60 presets per camera
carriage to allow programmable viewing and recording with or without an
operator.
We are a Delaware corporation. Our executive offices are located at 350
Wireless Boulevard, Hauppauge, New York 11788, and our telephone number is
(631) 232-2100. Our website address is www.sentrytechnology.com, but the
information on our website in not part of this prospectus.
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue 140,000,000 shares of common stock, $.001 par
value, and 10,000,000 shares of preferred stock. As of May 11, 2001, there
were 61,467,872 shares of common stock outstanding. No shares of preferred
stock were outstanding. The following is only a summary of some of the rights
of shareholders that might be important to you. You should refer to our
Charter and By-laws for a complete statement of your rights as a shareholder.
Both the Charter and the By-laws are filed with the SEC as exhibits to the
registration statement of which this prospectus is a part.
Common Stock
Our common stockholders receive one vote per share on all matters voted
by the stockholders, including the election of directors. Our certificate of
incorporation does not provide for cumulative voting for the election of
directors. Thus, under the Delaware General Corporation Law, the holders of
more than one-half of our outstanding shares of common stock are able to elect
all our directors then standing for election.
Subject to any preferential rights of any series of our preferred stock,
our common stockholders may receive dividends out of assets legally available
for distribution if our Board declares, and may share ratably in our assets
legally available for distribution in the event of our liquidation,
dissolution or winding up.
Common stockholders have no preferences, preemptive, conversion or
exchange rights.
Under certain circumstances, the holders of at least 80% of our
outstanding voting stock must approve:
- any merger, consolidation or disposal of a substantial part of our
assets;
- any dissolution, any offer by us to purchase our shares, or any
reclassification, recapitalization or other transaction designed to
decrease the number of holders of our shares;
- any change in the provisions of our certificate of incorporation
or bylaws regarding the number, classification, term of office,
qualifications, election and removal of our directors and filling
vacancies and newly created directorships, or any provision
restricting action by written consent;
- any changes in our certificate of incorporation regarding the
limitation of liability of directors or the indemnification of
officers and directors or any change to supermajority voting
requirements except where the unanimous recommendation of our
entire Board entitles our stockholders to vote on the change; or
- any amendment to the supermajority voting requirements listed above,
except where the unanimous recommendation of our entire Board
entitles our stockholders to vote on the amendment.
Some of these provisions may discourage attempts to acquire control of
us through acquisitions of our shares in transactions not approved by our Board.
These provisions discourage transactions which increase the market price of our
common stock and our management may be able to resist changes which you might
otherwise have the power to impose. The division of our Board into three
classes could discourage third parties from seeking to acquire control of our
Board and could impede proxy contests or other attempts to change our
management.
The Transfer Agent for the common stock is American Stock Transfer &
Trust Company. The common stock is traded on the OTC Bulletin Board under the
symbol "SKVY."
Preferred Stock
Under the Charter, the Board of Directors is authorized, without
further stockholder action, to issue up to 10,000,000 shares of preferred
stock. The Board may issue preferred stock in series, with different
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or other provisions.
USE OF PROCEEDS
Sentry Technology Corporation will not receive any proceeds from the
sale of the common stock.
THE SELLING SHAREHOLDER
We issued 23,050,452 shares of our common stock for an aggregate
purchase price of $3,000,000.00 to Dutch A&A on January 8, 2001. This
prospectus relates to the offer and sale of the shares by Dutch A&A or
its donees, pledgees, transferees or other successors in interest. We will
receive no proceeds from any such offering.
We do not know if, when or in what amounts Dutch A&A will sell any
shares. Consequently, we cannot estimate how many shares will be held by it
after completion of the offering.
PLAN OF DISTRIBUTION
Dutch A&A, or its donees, pledgees, transferees or other successors in
interest, may sell the common stock in transactions on the OTC Bulletin Board
or in privately negotiated transactions, including transactions with exchange
funds, through the writing of options on the shares or a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Alternatively, the shares may be offered
to or through underwriters, brokers or dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares
through such persons may be effected in one or more transactions that may
take place on the OTC Bulletin Board, including block trades or ordinary
broker's transactions, or through privately negotiated transactions or sales
to one or more brokers or dealers for resale of such securities as principals,
or otherwise at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Dutch A&A
may pay usual and customary or specifically negotiated brokerage fees or
commissions in connection with such sales. In connection with such sales,
Dutch A&A and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act and the
commissions paid or discounts allowed to any of such underwriters, brokers,
dealers or agents, in addition to any profits received on resale of the shares
if any such underwriters, brokers, dealers or agents should purchase any
shares as a principal, may be deemed to be underwriting discounts or
commissions under the Securities Act.
In connection with distributions of the shares or otherwise, Dutch A&A
may enter into hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of the shares
in the course of hedging the positions they assume with Dutch A&A.
Dutch A&A may also sell shares short and redeliver the shares to close out
such short positions. Dutch A&A may also enter into option or other
transactions with broker-dealers which require the delivery to the
broker-dealer of the shares registered hereunder, which the broker-dealer
may resell or otherwise transfer pursuant to this prospectus. Dutch A&A
may also loan or pledge the shares registered hereunder to a broker-dealer
and the broker-dealer may sell the shares so loaned or upon a default the
broker-dealer may effect sales of the pledged shares pursuant to this
prospectus.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of
two business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, Dutch A&A will be subject to applicable
provisions of the Exchange Act and the associated rules and regulations
thereunder, including, without limitation, Regulation M, which provisions
may limit the timing of purchases and sales of shares of our common stock by
Dutch A&A. We will make copies of this prospectus available to Dutch A&A
and have informed them of the need for delivery of copies of this prospectus
to purchasers at or prior to the time of any sale of the shares offered hereby.
We assume no obligation to so deliver copies of this prospectus or any
related prospectus supplement.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by Dutch A&A that
any material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange distribution
or a purchase by a broker or dealer. Such supplement will disclose: (a) the
name of each participating broker-dealer(s), (b) the number of shares involved,
(c) the price at which such shares were sold, (d) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus and (f)
other facts material to the transaction.
We have agreed to pay the expenses of registering all of the shares of
common stock offered hereby under the Securities Act, including all
registration, filing and exchange listing fees, blue sky expenses, fees of its
own counsel and accountants, and underwriters' fees customarily paid by issuers
(excluding underwriting discounts, commissions and transfer taxes).
LEGAL OPINIONS
Salvo, Russell, Fichter & Landau, Blue Bell, Pennsylvania, has delivered
to Sentry Technology Corporation a legal opinion as to the validity of the
common stock covered by this prospectus.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from Sentry Technology Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as
follows:
Securities and Exchange Commission registration fee $ 403.39
Legal fees 5,000.00
Accounting fees and expenses 3,000.00
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TOTAL $ 8,403.39
Item 15. Indemnification of Officers and Directors.
Under Section 145 of the Delaware General Corporation Law, Sentry has
broad powers to indemnify its Directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act").
Sentry's Amended and Restated Certificate provides, as permitted by the
DGCL, and with certain exceptions, that our directors shall not be personally
liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director. In addition, our bylaws provide for mandatory
indemnification of directors and officers to the fullest extent permitted by
the DGCL. Sentry's Amended and Restated Certificate of Incorporation and
bylaws include provisions to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
to the extent permitted by Section 102(b)(7) of the General Corporation Law of
Delaware (the "Delaware Law") and (ii) require Sentry to indemnify its
directors and officers to the fullest extent permitted by Section 145 of the
Delaware Law, including circumstances in which indemnification is otherwise
discretionary. Pursuant to Section 145 of the Delaware Law, a corporation
generally has the power to indemnify its present and former directors,
officers, employees and agents against expenses incurred by them in connection
with any suit to which they are or are threatened to be made, a party by
reason of their serving in such positions so long as they 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, they had
no reasonable cause to believe their conduct was unlawful. Sentry believes
that these provisions are necessary to attract and retain qualified persons as
directors and officers. These provisions do not eliminate the directors'
duty of care, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware Law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Sentry, for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for acts or omissions that the director believes to be
contrary to the best interests of Sentry or its stockholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to
Sentry or its stockholders when the director was aware or should have been
aware of a risk of serious injury to Sentry or its stockholders, for acts
or omissions that constitute an unexcused pattern of inattention that amounts
to an abdication of the director's duty to Sentry or its stockholders, for
improper transactions between the director and Sentry and for improper
distributions to stockholders and loans to directors and officers. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities law or state or federal environmental
laws.
The Delaware General Corporation Law permits Sentry to limit a
director's exposure to financial liability for breach of duty in our
certificate of incorporation except for: a breach of duty of loyalty,
failure to act in good faith, intentional misconduct, violation of law or
willful or negligent violation of certain provisions in the Delaware General
Corporations Law that impose certain requirements with respect to stock
repurchases, redemptions and dividends, or for any other transactions from
which the directors derive an improper personal benefit.
Sentry's certificate of incorporation limits a director's liability
for financial damages for breach of fiduciary duty to the fullest extent
permitted by the Delaware General Corporation Law, and provides that our
stockholders may not modify this limitation with regard to any pre-existing
right or protection.
The Delaware General Corporation Law permits Sentry to indemnify our
directors and officers against expense, judgments, fines and amounts paid in
settlement that are incurred in connection with any pending, threatened or
completed action or proceeding. Sentry's bylaws state that it must indemnify
its directors, officers, other employees, and agents to the fullest extent
permitted by law. Sentry's bylaws also permit it to secure insurance on
behalf of its officers, directors, employees or other agents for any liability
arising out of actions performed on its behalf.
At present, there is no pending litigation or proceeding involving a
director or officer of Sentry as to which indemnification is being sought nor
is Sentry aware of any threatened litigation that may result in claims for
indemnification by any officer or director.
Sentry has an insurance policy covering the officers and directors of
Sentry with respect to certain liabilities, including liabilities arising
under the Securities Act or otherwise.
Item 16. Exhibits.
2.1 Amended and Restated Agreement and Plan of Reorganization and
Merger, dated as of November 27, 1996 among Video Corporation,
Knogo North America Inc., Sentry Technology Corporation,
Viking Merger Corp. and Strip Merger Corp., as amended by
Amendment No. 1 to Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of January 10, 1997.
Incorporated by reference to Exhibit 2.1 to Company's
Registration Statement on Form S-4 (No. 333-20135).
3.1 Amended and Restated Certificate of Incorporation of the
Company, together with Form of Certificate of Designations of
Sentry Technology Corporation Class A Preferred Stock.
Incorporated by reference to Exhibit 3.1 to Company's
Registration Statement on Form S-4 (No. 333-20135).
3.2 Bylaws of the Company. Incorporated by reference to Exhibit
3.2 to Company's Registration Statement on Form S-4 (No. 333-20135).
5 Opinion of Salvo, Russell, Fichter & Landau
23.1 Consent of Salvo, Russell, Fichter & Landau (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the 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 the registration statement (Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
More than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.); and (iii) to 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;
provided, however, that the undertakings set forth in subparagraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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; and
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that the 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant 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.
The undersigned registrant further hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on this ____th day of May, 2001.
SENTRY TECHNOLOGY CORPORATION
By:/s/ Peter J. Mundy
----------------------
Peter J. Mundy
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
Dated: May __, 2001
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May __, 2001. Each of the undersigned officers and
directors of the registrant hereby constitutes Peter Murdoch and Peter Mundy,
either of whom may act as his/her true and lawful attorneys-in-fact with full
power to sign for him/her and in his/her name in the capacities indicated
below and to file any and all amendments to the registration statement filed
herewith, making such changes in the registration statement as the registrant
deems appropriate, and generally to do all such things in his/her name and
behalf in his/her capacity as an officer and director to enable the
registrant to comply with the provisions of the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission.
Signature Title
/s/ Peter L. Murdoch Chief Executive Officer
- ------------------------- and Director
Peter L. Murdoch
/s/ Peter J. Mundy Vice President-Finance,
- ------------------------- Chief Financial and
Peter J. Mundy Accounting Officer,
Secretary and Treasurer
/s/ William A. Perlmuth Director
- -------------------------
William A. Perlmuth
/s/ Willem Angel Director
- -------------------------
Willem Angel
/s/ Robert D. Furst, Jr. Director
- -------------------------
Robert D. Furst, Jr.
/s/ Jonathan G. Granoff Director
- -------------------------
Jonathan G. Granoff
/s/ Cor S.A. De Nood Director
- -------------------------
Cor S.A. De Nood
Dated: May __, 2001
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
2.1 Amended and Restated Agreement and Plan of Reorganization and
Merger, dated as of November 27, 1996 among Video Corporation,
Knogo North America Inc., Sentry Technology Corporation,
Viking Merger Corp. and Strip Merger Corp., as amended by
Amendment No. 1 to Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of January 10, 1997.
Incorporated by reference to Exhibit 2.1 to Company's
Registration Statement on Form S-4 (No. 333-20135).
3.1 Amended and Restated Certificate of Incorporation of the
Company, together with Form of Certificate of Designations of
Sentry Technology Corporation Class A Preferred Stock.
Incorporated by reference to Exhibit 3.1 to Company's
Registration Statement on Form S-4 (No. 333-20135).
3.2 Bylaws of the Company. Incorporated by reference to Exhibit
to Company's Registration Statement on Form S-4
(No. 333-20135).
5 Opinion of Salvo, Russell, Fichter & Landau
23.1 Consent of Salvo, Russell, Fichter & Landau (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page).
- ----------------
OPINION OF SALVO, RUSSELL, FICHTER & LANDAU
Exhibit 5
May __, 2001
Board of Directors
Sentry Technology Corporation
350 Wireless Boulevard
Hauppauge, New York 11788
Registration Statement on Form S-3
Sentry Technology Corporation
Gentlemen:
We are counsel for Sentry Technology Corporation (the "Company") in
connection with its registration under the Securities Act of 1933 of
23,050,452 shares of its common stock (the "Shares") that are proposed
to be offered and sold by Dutch A&A as described in the Company's
Registration Statement on Form S-3 (the "Registration Statement") to be
filed today with the Securities and Exchange Commission (the "Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when sold as described in
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and reference to our firm under the
heading "Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Salvo, Russell, Fichter & Landau
CONSENT OF INDEPENDENT ACCOUNTANTS
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Sentry Technology Corporation on Form S-3 of our report dated
March 27, 2001, appearing in the Annual Report on Form 10-K of Sentry
Technology for the year ended December 31, 2000 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
May 9, 2001