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<TITLE> S-8 </TITLE>
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<CENTER>As filed with the Securities and Exchange Commission on May 8, 2000</CENTER>
<P ALIGN=RIGHT><B>Registration No. _________</B></P>
<HR FONT SIZE=1 NOSHADE>

<CENTER><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B></CENTER>
<BR>
<HR WIDTH=40% FONT SIZE=1 NOSHADE>

<CENTER><B>FORM S-8</B></CENTER>

<CENTER><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></CENTER>

<HR WIDTH=40% FONT SIZE=1 NOSHADE>


<CENTER><B>SENTRY TECHNOLOGY CORPORATION</B></CENTER>
<CENTER><FONT SIZE=1>(Exact name of registrant as specified in its charter)</FONT></CENTER>
<BR>
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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=35% ALIGN=LEFT><P><B>Delaware</B></P>
<TD WIDTH=30% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=30%ALIGN=LEFT><P>96-11-3349733</P></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=40% ALIGN=LEFT><P>(State or other jurisdiction of<BR>
 incorporation or organization)</P>
<TD WIDTH=25% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=30%ALIGN=LEFT><P>(I.R.S. Employer Identification<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Number)</P></TD>
</TR>
</TABLE>
<BR>
<CENTER><B>350 Wireless Boulevard<BR>
Hauppauge, New York 11778</B></CENTER>
<CENTER><FONT SIZE=1>(Address of Principal Executive Offices)</FONT></CENTER>
<BR>
<CENTER><B>SENTRY TECHNOLOGY CORPORATION</B></CENTER>
<BR>
<CENTER><B>Operational and Financial Consulting Services Agreement<BR>
Between Registrant and Restoration Management Company, LLC</B></CENTER>
<CENTER><FONT SIZE=1>(Full title of the plan)</FONT></CENTER>
<BR>
<CENTER><B>Peter J. Mundy.Vice <BR>
President-Finance<BR>
Wireless Boulevard<BR>
Hauppauge, New York 11778</B></CENTER>
<CENTER><FONT SIZE=1>(Name and address of agent for service)</FONT></CENTER>
<BR>
<CENTER><B>(631) 232-2100</B></CENTER>
<CENTER><FONT SIZE=1>(Telephone number, including area code, of agent for service)</FONT></CENTER>
<HR WIDTH=15% FONT SIZE=1 NOSHADE>
<CENTER><B>Copy to:</B></CENTER>
<BR>
<CENTER><B>William A. Perlmuth, Esq.<BR>
<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane <BR>
New York, New York 10038<BR>
(212) 806-5400</B></CENTER>
<BR>
<CENTER><B>CALCULATION OF REGISTRATION FEE</B></CENTER>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><P>Title of Securities to<BR>
    be Registered</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>Amount to be<BR>
                  Registered</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>Proposed Maximum Offering<BR>
                    Price Per Share (1)</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>Proposed Maximum<BR>
                            Aggregate Offering Price (1)</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>Amount of<BR>
                 Registration Fee</P></TD>
</TR>
<TR>
<TD WIDTH=20% ALIGN=LEFT><P><B>Common Stock, $.001 par<BR>
    value</B></P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>200,000(2)</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>$0.156</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>$31,200</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>$8.24</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=LEFT><FONT SIZE=2><B>(1)</B></FONT></TD>
<TD WIDTH=3%><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=94%><FONT SIZE=2><B>Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act of 1933.</B></FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=LEFT><FONT SIZE=2><B>(2)</B></FONT></TD>
<TD WIDTH=3%><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=94%><FONT SIZE=2><B>Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of shares of Common Stock which
may be issued by reason of stock splits, stock dividends or similar
transactions.</B></FONT></TD>
</TR>
</TABLE>
<PAGE>

<P><B>PART I</B></P>

<CENTER><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></CENTER><BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>Note: </P></TD>
<TD WIDTH=3% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=92%><P>The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.</P></TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Registration Statement covers 200,000
shares of the Registrant's Common Stock, $.001 par value (plus any additional
shares of Common Stock that may be issued by reason of stock splits, stock
dividends or similar transactions), pursuant to the Operational and Financial
Consulting Services Agreement by and between Sentry Technology Corporation and
Restoration Management Company, LLC, dated October 15, 1999, as amended November
11, 1999, and April 27, 2000 (the "Agreement").</P>

<PAGE>

<CENTER><B>PART II</B></CENTER><BR>

<CENTER><B>INFORMATION REQUIRED IN THE<BR>
REGISTRATION STATEMENT</B></CENTER>

<P ALIGN=LEFT><B>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Incorporation of Documents by Reference</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5%><P>(a)</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD WIDTH=85%><P>The Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1999;</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5%><P>(b)</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD WIDTH=85%><P>The Registrant's Amendment No. 1 to Annual Report on Form 10K/A for the fiscal
year ended December 31, 1999.</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5%><P>(c)</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD WIDTH=85%><P>The description of the Registrant&#146;s Common Stock, $.001 par value (the
&#147;Shares&#148;), which is contained in the Registrant&#146;s Registration
Statement on Form&nbsp;8-A, declared effective February 6, 1997, filed with the
Commission to register such Common Stock pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;); and</P></TD>
</TR>
</TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein 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.</P>

<P><B>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Description of Securities</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Not Applicable)</P>

<P><B>Item 5. <U>Interests of Named Experts and Counsel</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William A. Perlmuth, a director of the Registrant, is of counsel to Stroock &amp;
Stroock &amp; Lavan LLP, counsel for the Registrant. Mr. Perlmuth holds (i) 750,729
shares of Common Stock and 827,678 shares of Class A Preferred Stock ("Preferred
Shares") of the Company as trustee of the trust under the will of Arthur J.
Minasy, (ii) 130,010 shares of Common Stock and 139,071 of Preferred Shares as
trustee under trusts for the benefit of the children of Mr. Minasy, and (iii)
3,667 shares of Preferred Shares which he owns beneficially. Other members of
such firm beneficially own additional shares of Common Stock of the Registrant.
Mr. Perlmuth is also the holder of options to purchase 29,100 shares of Common
Stock and 18,300 Preferred Shares of the Registrant. Under the policies of
Stroock &amp; Stroock &amp; Lavan LLP, Mr. Perlmuth will share any economic benefits
with other members of the firm.</P>

<P><B>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL") provides, in summary, that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if 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 or proceeding, had no
reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that 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, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article Tenth of the
Registrant's Amended and Restated Certificate of Incorporation entitles
officers, directors and controlling persons of the Registrant to indemnification
to the full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article Ninth of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director or officer shall have any personal
liability to the Registrant or its stockholders for any damages for breach of
fiduciary duty as a director, except that such provision does not limit or
eliminate the liability of any director or officer (i) for breach of such
director's or officer's duty of loyalty to the Registrant or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for any transaction from
which such director or officer derived an improper personal benefit.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant maintains directors' and officers' liability insurance which
covers the directors and officers of the Registrant against certain liabilities
and expenses incurred by them in their capacities as such, and insuring the
Registrant under certain circumstances, in the event that indemnification
payments are made by the Registrant to such officers and directors.</P>

<P><B>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Not Applicable)</P>

<P><B>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibits</U></B></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P><U>Exhibit No.</U> </P></TD>
<TD WIDTH=10%><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80%><P><U>Description</U></P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>4.1</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>Amended and Restated Certificate of Incorporation of Sentry Technology
Corporation (incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-4 (No. 333-20135)).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5%><P>4.2</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80%><P>Amended and Restated By-Laws of Sentry Technology Corporation (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-4 (No. 333-20135)).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>4.3</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>Operational and Financial Consulting Services Agreement by and between Sentry
Technology Corporation and Restoration Management, L.L.C., dated October 15,
1999, and amended November 9, 1999 (incorporated by reference to Exhibit 10.15
to Registrant's Quarterly Report on Form 10-Q (No. 1-12727).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>4.4</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>Second Amendment to the Operational and Financial Consulting Services Agreement
by and between Sentry Technology Corporation and Restoration Management, L.L.C.,
dated April 27, 2000.</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>23</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>Consent of Deloitte &amp; Touche LLP*</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=5% ALIGN=LEFT><P>24</P></TD>
<TD WIDTH=10% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>Power of Attorney (included at page II-5).*</P></TD>
</TR>
</TABLE>
<BR>
<HR ALIGN=LEFT WIDTH=20% FONT SIZE=1 NOSHADE>
*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed herewith.
<BR>
<P><B>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Undertakings</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)  The undersigned Registrant hereby undertakes:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;That, for
the purpose of determining any liability under the 1933 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 deemed to be the initial bona fide offering thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby 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
Act of 1934 that is incorporated by reference in the 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;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 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 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 1933 Act and will be governed by the final
adjudication of such issue.</P>

<PAGE>


<CENTER>SIGNATURES</CENTER><BR>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Hauppauge, State of New York, on the 8th day of May,
2000.</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>SENTRY TECHNOLOGY CORPORATION</P></TD>
</TR>
</TABLE>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>By:&nbsp;<U>/s/&nbsp;Peter J. Mundy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
                             Peter J. Mundy<BR>
                            <I>Vice President - Finance<BR>
                             Chief Financial Officer,<BR>
                             Secretary and Treasurer</I></P></TD>
</TR>
</TABLE>

<PAGE>


<CENTER><B>POWER OF ATTORNEY</B></CENTER><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL MEN BY THESE PRESENTS</B> that each of the undersigned hereby authorizes
Anthony H.N. Schnelling and Peter J. Mundy, and each of them, acting together or
alone, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and his name, place and stead, in any and all capacities,
to sign a Registration Statement (the "Registration Statement") on Form S-8
relating to the Agreement, and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, acting together or alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by the following
persons in the capacities indicated on May 8, 2000:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>Signature</U></P></TD>
<TD WIDTH=50% ALIGN=LEFT><P><U>Title</U></P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;William A. Perlmuth&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
                             William A. Perlmuth</P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Chairman of the Board of Directors</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;Anthony H. N. Schnelling&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
                Anthony H. N. Schnelling
<TD WIDTH=50% ALIGN=LEFT><P>Interim chief Executive Officer<BR>
(Principal Executive Officer)</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/Peter J. Munday&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Peter J. Munday </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Vice President-Finance, Secretary and Treasurer<BR>
(Principal Financial Officer and Principal Accounting Officer)</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;Robert D. Furst, Jr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Robert D. Furst, Jr. </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Director</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;Robert L. Barbanell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Robert L. Barbanell </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Director</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;Paul D. Mellin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Paul D. Mellin</P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Director</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><P><U>/s/&nbsp;Thomas A. Nicolette &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Thomas A. Nicolette </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>Director</P></TD>
</TR>
</TABLE>
<BR>

<PAGE>

<CENTER><B>EXHIBIT INDEX</B></CENTER>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>Exhibit<BR><U>Number</U></P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P><U>Description</U></P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>4.1</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Amended and Restated Certificate of Incorporation of Sentry Technology
Corporation (incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-4 (No. 333-20135)).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>4.2</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Amended and Restated By-Laws of Sentry Technology Corporation (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-4 (No. 333-20135)).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>4.3</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Operational and Financial Consulting Services Agreement by and between Sentry
Technology Corporation and Restoration Management, L.L.C., dated October 15,
1999, and amended November 9, 1999 (incorporated by reference to Exhibit 10.15
to Registrant's Quarterly Report on Form 10-Q (No. 1-12727).</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>4.4</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Second Amendment to the Operational and Financial Consulting Services Agreement
by and between Sentry Technology Corporation and Restoration Management, L.L.C.,
dated April 27, 2000. *</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>23</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Consent of Deloitte &amp; Touche LLP*</P></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><P>24</P></TD>
<TD WIDTH=15%ALIGN=LEFT><P>&nbsp;&nbsp;</P></TD>
<TD WIDTH=75%ALIGN=LEFT><P>Power of Attorney (included at Page II-5)*</P></TD>
</TR>
</TABLE>
<BR>
*Filed herewith.
</BODY>
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S-8
As filed with the Securities and Exchange Commission on May 8, 2000
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENTRY TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
96-11-3349733
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
Number)
350 Wireless Boulevard
Hauppauge, New York 11778
(Address of Principal Executive Offices)
SENTRY TECHNOLOGY CORPORATION
Operational and Financial Consulting Services Agreement
Between Registrant and Restoration Management Company, LLC
(Full title of the plan)
Peter J. Mundy.Vice
President-Finance
Wireless Boulevard
Hauppauge, New York 11778
(Name and address of agent for service)
(631) 232-2100
(Telephone number, including area code, of agent for service)
Copy to:
William A. Perlmuth, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed Maximum Offering
Price Per Share (1)
Proposed Maximum
Aggregate Offering Price (1)
Amount of
Registration Fee
Common Stock, $.001 par
value
200,000(2)
$0.156
$31,200
$8.24
(1)
Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act of 1933.
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of shares of Common Stock which
may be issued by reason of stock splits, stock dividends or similar
transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note:
The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.
This Registration Statement covers 200,000
shares of the Registrant's Common Stock, $.001 par value (plus any additional
shares of Common Stock that may be issued by reason of stock splits, stock
dividends or similar transactions), pursuant to the Operational and Financial
Consulting Services Agreement by and between Sentry Technology Corporation and
Restoration Management Company, LLC, dated October 15, 1999, as amended November
11, 1999, and April 27, 2000 (the "Agreement").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a)
The Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
(b)
The Registrant's Amendment No. 1 to Annual Report on Form 10K/A for the fiscal
year ended December 31, 1999.
(c)
The description of the Registrant's Common Stock, $.001 par value (the
"Shares"), which is contained in the Registrant's Registration
Statement on Form 8-A, declared effective February 6, 1997, filed with the
Commission to register such Common Stock pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein 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.
Item 4.
Description of Securities
(Not Applicable)
Item 5.
Interests of Named Experts and Counsel
William A. Perlmuth, a director of the Registrant, is of counsel to Stroock &
Stroock & Lavan LLP, counsel for the Registrant. Mr. Perlmuth holds (i) 750,729
shares of Common Stock and 827,678 shares of Class A Preferred Stock ("Preferred
Shares") of the Company as trustee of the trust under the will of Arthur J.
Minasy, (ii) 130,010 shares of Common Stock and 139,071 of Preferred Shares as
trustee under trusts for the benefit of the children of Mr. Minasy, and (iii)
3,667 shares of Preferred Shares which he owns beneficially. Other members of
such firm beneficially own additional shares of Common Stock of the Registrant.
Mr. Perlmuth is also the holder of options to purchase 29,100 shares of Common
Stock and 18,300 Preferred Shares of the Registrant. Under the policies of
Stroock & Stroock & Lavan LLP, Mr. Perlmuth will share any economic benefits
with other members of the firm.
Item 6.
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL") provides, in summary, that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if 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 or proceeding, had no
reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that 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, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article Tenth of the
Registrant's Amended and Restated Certificate of Incorporation entitles
officers, directors and controlling persons of the Registrant to indemnification
to the full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.
Article Ninth of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director or officer shall have any personal
liability to the Registrant or its stockholders for any damages for breach of
fiduciary duty as a director, except that such provision does not limit or
eliminate the liability of any director or officer (i) for breach of such
director's or officer's duty of loyalty to the Registrant or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for any transaction from
which such director or officer derived an improper personal benefit.
The Registrant maintains directors' and officers' liability insurance which
covers the directors and officers of the Registrant against certain liabilities
and expenses incurred by them in their capacities as such, and insuring the
Registrant under certain circumstances, in the event that indemnification
payments are made by the Registrant to such officers and directors.
Item 7.
Exemption from Registration Claimed
(Not Applicable)
Item 8.
Exhibits
Exhibit No.
Description
4.1
Amended and Restated Certificate of Incorporation of Sentry Technology
Corporation (incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-4 (No. 333-20135)).
4.2
Amended and Restated By-Laws of Sentry Technology Corporation (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-4 (No. 333-20135)).
4.3
Operational and Financial Consulting Services Agreement by and between Sentry
Technology Corporation and Restoration Management, L.L.C., dated October 15,
1999, and amended November 9, 1999 (incorporated by reference to Exhibit 10.15
to Registrant's Quarterly Report on Form 10-Q (No. 1-12727).
4.4
Second Amendment to the Operational and Financial Consulting Services Agreement
by and between Sentry Technology Corporation and Restoration Management, L.L.C.,
dated April 27, 2000.
23
Consent of Deloitte & Touche LLP*
24
Power of Attorney (included at page II-5).*
*       Filed herewith.
Item 9.
Undertakings
(a)  The undersigned Registrant hereby undertakes:
(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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;
(2)   That, for
the purpose of determining any liability under the 1933 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 deemed to be the initial bona fide offering thereof.
(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.
(b)    The undersigned Registrant hereby 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
Act of 1934 that is incorporated by reference in the 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.
(c)    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 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 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 1933 Act and will be governed by the final
adjudication of such issue.
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 Hauppauge, State of New York, on the 8th day of May,
2000.
SENTRY TECHNOLOGY CORPORATION
By:
/s/ Peter J. Mundy
Peter J. Mundy
Vice President - Finance
Chief Financial Officer,
Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
that each of the undersigned hereby authorizes
Anthony H.N. Schnelling and Peter J. Mundy, and each of them, acting together or
alone, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and his name, place and stead, in any and all capacities,
to sign a Registration Statement (the "Registration Statement") on Form S-8
relating to the Agreement, and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, acting together or alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by the following
persons in the capacities indicated on May 8, 2000:
Signature
Title
/s/ William A. Perlmuth
William A. Perlmuth
Chairman of the Board of Directors
/s/ Anthony H. N. Schnelling
Anthony H. N. Schnelling
Interim chief Executive Officer
(Principal Executive Officer)
/s/Peter J. Munday
Peter J. Munday
Vice President-Finance, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert D. Furst, Jr.
Robert D. Furst, Jr.
Director
/s/ Robert L. Barbanell
Robert L. Barbanell
Director
/s/ Paul D. Mellin
Paul D. Mellin
Director
/s/ Thomas A. Nicolette
Thomas A. Nicolette
Director
EXHIBIT INDEX
Exhibit
Number
Description
4.1
Amended and Restated Certificate of Incorporation of Sentry Technology
Corporation (incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-4 (No. 333-20135)).
4.2
Amended and Restated By-Laws of Sentry Technology Corporation (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-4 (No. 333-20135)).
4.3
Operational and Financial Consulting Services Agreement by and between Sentry
Technology Corporation and Restoration Management, L.L.C., dated October 15,
1999, and amended November 9, 1999 (incorporated by reference to Exhibit 10.15
to Registrant's Quarterly Report on Form 10-Q (No. 1-12727).
4.4
Second Amendment to the Operational and Financial Consulting Services Agreement
by and between Sentry Technology Corporation and Restoration Management, L.L.C.,
dated April 27, 2000. *
23
Consent of Deloitte & Touche LLP*
24
Power of Attorney (included at Page II-5)*
*Filed herewith.