SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 7, 2003
SENTRY TECHNOLOGY CORPORATION
-----------------------------
(Exact Name of Registrant as specified in charter)
Delaware 1-12727 96-11-3349733
------------------------- ------------ ----------------
(State or other jurisdic- (Commission (IRS Employer
tion 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
N/A
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 7, 2003, Dialoc exercised its right, under its share purchase
agreement with the Registrant (the "Share Purchase Agreement"), to purchase
4,516,475 additional common stock shares of the Registrant at a price of $.001
per share. Dialoc is a Netherlands company that, through its subsidiaries, is
in the business of development, manufacture, sale and distribution of various
kinds of RFID, access control and anti-theft electronic article surveillance
products and accessories. This purchase, combined with the common stock shares
of the Registrant already owned by Dialoc (as described below), results in
change in control of the Registrant with Dialoc now owning 51% of the
Registrant's outstanding common stock.
On January 8, 2001 Dialoc acquired 23,050,452 shares of the Registrant's common
stock for $3.0 million, $1.0 million of which was paid in January 2001, and the
remaining balance was paid in equal $1.0 million installments on April 30, 2001
and August 31, 2001. As of January 8, 2001, Dialoc owned 37.5 percent of the
outstanding common stock of the Registrant.
Under the Share Purchase Agreement, Dialoc had the right, at any time prior to
January 8, 2002, to increase its ownership in the Registrant's common stock to a
total of 51% of the common stock shares then outstanding. If the average market
value of the Registrant's common stock, measured over a 10-day trading period
during the one-year period following January 8, 2001 was a least $15 million,
Dialoc's purchase price for the additional shares was to be determined by
multiplying the number of shares purchased by $.001. In November 2001, this
market capitalization threshold was met. At that time, the Registrant's Board
of Directors agreed to extend Dialoc's right to purchase until January 8, 2003
in exchange for an extension of the Registrant's distribution agreement with
Dialoc for one year. On May 14, 2002, Dialoc exercised its right to purchase
14,500,000 additional common stock shares at a price of $.001 per share,
increasing its percentage of the Registrant's outstanding common stock to 48.1%.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Securities Purchase Agreement, dated August 8, 2000, between Sentry Technology
Corporation and Dutch A&A, incorporated by reference to Exhibit 10.1 to
Company's Current Report on Form 8-K, dated August 10, 2000.
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
By: /s/ Peter J. Mundy
----------------------
Peter J. Mundy
Vice President and Chief Financial Officer
Date: January 21, 2003