As filed with the Securities and Exchange Commission on February 13, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM S-8
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 11-3289165
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
151 Sunnyside Blvd.
Plainview, New York 11803-1592
(Address of principal executive offices)
-------------------
MSC Industrial Direct Co., Inc.
1998 Stock Option Plan
(Full title of the plan)
-------------------
Mitchell Jacobson Copy to:
Chairman and Chief Executive Officer Joseph L. Getraer, Esq.
MSC Industrial Direct Co., Inc. Rosenman & Colin LLP
151 Sunnyside Blvd. 575 Madison Avenue
Plainview, New York 11803-1592 New York, New York 10022
(516) 349-7100 (212) 940-8800
(Name, address and telephone number
of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee(1)
====================================================================================
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$0.001 per share .. 3,000,000 $ 45.125 $ 135,375,000.00 $ 39,936.00
====================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high and
low prices of the Class A Common Stock as quoted on the New York Stock Exchange
on February 6, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
MSC Industrial Direct Co., Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, or portions thereof, filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-14130) are incorporated by
reference in this Registration Statement:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997, filed with the Commission on November 26, 1997;
b. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 29, 1997; and
c. The information in respect of the Company's Class A common stock
$.001 par value (the "Class A Common Stock") under the caption
"Description of Capital Stock" contained in the Company's Registration
Statement on Form S-3 (Registration No. 333-31837) filed with the
Commission on July 30, 1997, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of this Registration Statement from the respective dates of filings of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article EIGHTH of the Company's Certificate of Incorporation and Section
722 of the New York Business Corporation Law, as amended, the law of the state
in which the Company is incorporated, empowers a corporation, within certain
limitations, to indemnify any person who served in any capacity at the request
of the corporation, by reason of the fact that he, his testator or intestate,
was a director or officer of the corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein, if such
director or officer acted, in good faith, for a
II - 1
<PAGE>
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.
Article SEVENTH of the Company's Certificate of Incorporation, provides:
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty in such
capacity, provided that nothing contained in this Article SEVENTH shall
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to him or her establishes that his or her acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that his or her acts
violated Section 719, or its successor, of the New York Business Corporation
Law.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Form of Class A Common Stock Certificate
(incorporated by reference to Exhibit 4.01 the
Company's Registration Statement on Form S-1,
Registration No. 33-98832, as amended).
4.2 MSC Industrial Direct Co., Inc. 1995 Stock Option
Plan (incorporated by reference to Exhibit 10.01
to the Company's Registration Statement on Form S-
1, Registration No. 33-98832, as amended).
4.3 MSC Industrial Direct Co., Inc. 1998 Stock Option
Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement for the Annual
Meeting of Shareholders held on January 8, 1998,
filed with the Commission on December 5, 1997).
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included in
Exhibit 5.1).
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<PAGE>
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes (a) 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 this registration statement
or any material change to such information in this registration statement; (b)
that, for the purpose of determining any liability under the Securities Act of
1933 (the "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; and (c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the Act 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 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
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<PAGE>
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 New York, State of New York, on this 13th day of
February, 1998.
MSC INDUSTRIAL DIRECT CO., INC.
By: /s/ Mitchell Jacobson
-----------------------------------------
Mitchell Jacobson
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Mitchell Jacobson Chairman of the Board February 13, 1998
- ----------------------- of Directors and
Mitchell Jacobson Chief Executive
Officer (Principal
Executive Officer)
/s/ Melvin Redman Director, President February 13, 1998
- ----------------------- and Chief Operating
Melvin Redman Officer
Vice Chairman of the February __, 1998
- ----------------------- Board of Directors
Sidney Jacobson
/s/ James Schroeder Director, Vice February 13, 1998
- ----------------------- President of
James Schroeder Logistics
/s/ Shelley Boxer Director, Vice February 13, 1998
- ----------------------- President and Chief
Shelley Boxer Financial Officer
(Principal Financial
and Accounting
Officer)
Director February __, 1998
- -----------------------
Denis Kelly
Director February __, 1998
- -----------------------
Raymond Langton
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Form of Class A Common Stock Certificate
(incorporated by reference to Exhibit 4.01 to the
Company's Registration Statement on Form S-1,
Registration No. 33-98832, as amended).
4.2 MSC Industrial Direct Co., Inc. 1995 Stock Option
Plan (incorporated by reference to Exhibit 10.01
to the Company's Registration Statement on Form S-
1, Registration No. 33-98832, as amended).
4.3 MSC Industrial Direct Co., Inc. 1998 Stock Option
Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement for the Annual
Meeting of Shareholders held on January 8, 1998,
filed with the Commission on December 5, 1997).
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included in
Exhibit 5.1).
Exhibit 5.1
February 13, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: MSC Industrial Direct Co., Inc.
Ladies/Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by MSC Industrial Direct Co., Inc. (the "Company"), a New York
corporation, with the Securities and Exchange Commission with respect to the
registration of up to an aggregate of 3,000,000 shares of the Company's Class A
common stock, par value $0.001 per share (the "Shares"), to be issued upon the
exercise of options granted under the Company's 1998 Stock Option Plan.
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,
and when the Shares to be issued are sold and paid for in the manner described
in the Registration Statement, the Shares will have been validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Mark D. Fischer
-----------------------------
A Partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated October
31, 1997 included in the MSC Industrial Direct Co., Inc. Form 10-K for the year
ended August 30, 1997 and to all references to our Firm included in this Form
S-8 registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
February 13, 1998
