<PAGE>
As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MSC INDUSTRIAL DIRECT CO., INC.
(Exact Name of Registrant as Specified in its Charter)
New York 5084 11-3289165
(State of Incorporation) (Primary Standard Industrial (I.R.S.Employer
Classification Code Number) Identification Number)
151 Sunnyside Blvd.
Plainview, New York 11803-1592
(516) 349-7100
(Address and telephone number of
registrant's principal executive offices)
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Mitchell Jacobson
MSC Industrial Direct Co., Inc.
151 Sunnyside Blvd.
Plainview, New York 11803-1592
(516) 349-7100
(Name, address and telephone number of agent for service)
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Copies to:
Edward H. Cohen, Esq. Philip E. Coviello, Esq.
Rosenman & Colin LLP Latham & Watkins
575 Madison Avenue 885 Third Avenue, Suite 1000
New York, New York 10022 New York, New York 10022
(212) 940-8800 (212) 906-1200
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. |_|
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. |x| (33-10833)
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,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Number of Proposed Proposed
Shares Maximum Maximum
Title of Each Class to be Offering Aggregate Amount of
of Securities to Registered Price Per Offering Registration
be Registered (1) Share (1) Price Fee
- --------------------------------------------------------------------------------
Class A Common Stock 750,000 $33.875 $25,406,250 $8,761
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The contents of Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-10833) filed by MSC Industrial Direct Co.,
Inc. pursuant to the Securities Act of 1933, as amended, are hereby
incorporated by reference in this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, County of New York, State of New York on September 19, 1996.
MSC INDUSTRIAL DIRECT CO., INC.
By: /s/ Mitchell Jacobson
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Mitchell Jacobson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Mitchell Jacobson and Shelley Boxer his
true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all the exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite or 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, each acting
alone, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sidney Jacobson Chairman of the Board
- ---------------------- of Directors September 19, 1996
Sidney Jacobson
/s/ Mitchell Jacobson President, Chief
- ---------------------- Executive Officer
Mitchell Jacobson and Director September 19, 1996
/s/ James Schroeder Vice President,
- ---------------------- Chief Operating Officer
James Schroeder and Director September 19, 1996
/s/ Shelley M. Boxer Vice President, Chief
- ---------------------- Financial Officer,
Shelley M. Boxer Principal Accounting
Officer and Director September 19, 1996
/s/ Denis Kelly Director September 19, 1996
- ----------------------
Denis Kelly
/s/ Melvin Redman Director September 19, 1996
- ----------------------
Melvin Redman
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ -------------------------------------------------------------------------------------------- -----------
<S> <C> <C>
1.01 Form of Underwriting Agreement. ............................................................
1.02 Master Agreement Among Underwriters dated March 1, 1993. ...................................
1.03 Master Dealer Agreement dated December 1, 1987. ............................................
3.01 Certificate of Incorporation of Registrant. ................................................
3.02 By-laws of Registrant......................................................................
4.01 Specimen Class A Common Stock Certificate. .................................................
*5.01 Opinion of Rosenman & Colin LLP. ...........................................................
10.01 Registrant's 1995 Stock Option Plan. .......................................................
10.02 Employment Agreement, dated as of January 2, 1994, between Registrant and Sidney Jacobson,
as amended on October 31, 1995. ............................................................
10.03 Employment Agreement, dated as of August 1, 1994, between Registrant and Mitchell
Jacobson. ..................................................................................
10.04 Exchange Agreement dated October 30, 1995 between the Registrant and the Shareholders named
therein. ...................................................................................
10.05 Amended and Restated Credit Agreement, dated as of April 27, 1995, between the Registrant
and the banks named therein, as amended as of August 25, 1995. .............................
*11.01 Calculation of supplementary pro forma net income per share. ...............................
21.01 List of Subsidiaries. ......................................................................
*23.01 Consent of Arthur Andersen LLP. ............................................................
*23.02 Consent of Rosenman & Colin LLP (included in Exhibit 5.01). ................................
24.01 Power of Attorney (included on signature page at page II-4). ...............................
</TABLE>
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* Filed herewith.
<PAGE>
EXHIBIT 5.01
September 19, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been requested by MSC Industrial Direct Co., Inc. (the "Company"),
a New York corporation, to furnish our opinion in connection with the
registration statement (the "Registration Statement") on Form S-1, with respect
to the registration of 750,000 shares (the "Shares") of the Company's Class A
Common Stock, par value $.001 per share.
We have made such examination as we have deemed necessary for the purpose
of this opinion. Based upon such examination, it is our opinion that, when the
Registration Statement has become effective under the Securities Act of 1933,
when the Shares have been qualified as required under the laws of those
jurisdictions in which they are to be issued and sold and when the Shares have
been issued, sold and paid for in the manner described in the Registration
Statement, the Shares will have been validly issued and will be fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Joseph L. Getraer
---------------------
A Partner
<PAGE>
EXHIBIT 11.01
MSC INDUSTRIAL DIRECT CO., INC.
SID TOOL CO., INC.
CALCULATION OF SUPPLEMENTARY PRO FORMA NET INCOME PER SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Nine Months For the Year Ended
Ended June 1, 1996 September 2, 1995
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<S> <C> <C>
Calculation of Supplementary Pro Forma Shares Outstanding:
Distribution made/to be made to shareholders from
offering proceeds ................................... $61,073 $52,255
Proceeds per share .................................. 19.00 19.00
------- -------
Additional pro forma common shares outstanding ...... 3,214 2,750
Additional pro forma weighted average common shares
assumed outstanding ................................. 1,283 2,750
Weighted average common shares outstanding .......... 28,922 24,158
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Pro forma weighted average common shares outstanding 30,205 26,908
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Debt repaid/to be repaid by offering proceeds ....... 13,425 40,177
Proceeds per share .................................. 33.875 19.00
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Additional supplementary pro forma weighted
average common shares assumed outstanding ........... 396 2,115
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Supplementary pro forma weighted average
shares outstanding .................................. 30,601 29,023
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Calculation of Supplementary Pro Forma Net Income Per Share:
Pro forma net income ................................ $14,033 $18,235
Impact of proceeds on interest expense,
net of pro forma tax effect ......................... 450 1,131
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Supplementary pro forma net income .................. 14,483 19,366
Supplementary pro forma weighted average
common shares outstanding ........................... 30,601 29,023
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Supplementary pro forma net income per share ........ $ 0.47 $ 0.67
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</TABLE>
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports dated October 27, 1995 (except with respect to the
matters discussed in Note 14, as to which the date is December 14, 1995) and
November 15, 1995 and included in the previous filing on Form S-1 of MSC
Industrial Direct Co., Inc. (333-10833), and to all references to our Firm
included in or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
September 19, 1996
