ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KNOGO............. 13 4.1 Organization and Qualification...................... 13 4.2 Capitalization...................................... 13 4.3 Authorization and Validity of Agreement............. 14 4.4...Agreement and Plan of Reorganization and Merger • December 20th, 1996 • Video Sentry Corp • Radio & tv broadcasting & communications equipment • Delaware
CONTACT: Thomas A. Nicolette or Robert D. Furst CEO, KNOGO North America Inc. CEO, Video Sentry 516-232-2100 Corporation 612-934-9900 VIDEO SENTRY AND KNOGO NORTH AMERICA REVISE MERGER AGREEMENT NEW YORK, NY, December 5, 1996 - Video Sentry...Merger Agreement • December 20th, 1996 • Video Sentry Corp • Radio & tv broadcasting & communications equipment
NEW YORK, NY, December 5, 1996 - Video Sentry Corporation (Nasdaq: VSEN), a pioneer in traveling video security systems, and KNOGO North America Inc. (AMEX:KNA), a leading manufacturer of Electronic Article Surveillance (EAS) systems, today announced that they have filed with the Securities and Exchange Commission (SEC) a preliminary proxy/prospectus with respect to their proposed merger into a new publicly traded entity to be called Sentry Technology Corporation (STC). The merger, which has been unanimously approved by both boards of directors, is subject to approval by the holders of a majority of the outstanding common stock of both companies. In this regard, the companies announced that they expect to mail proxy materials to their respective shareholders after completing SEC review and anticipate that the shareholder meetings and closing may occur in January 1997. They also announced that they have amended their outstanding merger agreement, originally executed in October 1996, to
