As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INGRAM MICRO INC.
(Exact name of issuer as specified in its charter)
Delaware 5045 62-1644402
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
1600 E. St. Andrew Place
Santa Ana, CA 92705
(714) 566-1000
(Address of principal executive offices)
INGRAM MICRO INC.
2000 EQUITY INCENTIVE PLAN
(Full title of the plan)
James E. Anderson, Jr., Esq.
Senior Vice President and General Counsel
Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA 92705
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (714) 566-1000
Copy to:
Winthrop B. Conrad, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock (par
value $0.01 per share) 20,000,000 shares $16.50 $330,000,000.00 $87,120.00
==================================================================================================================
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee,
based upon the average of the high and low prices of the securities
being registered hereby on the New York Stock Exchange Composite
Transaction Tape on June 15, 2000.
This Registration Statement Includes a Total of 24 Pages.
Exhibit Index on Page 8.
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PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
This information required to be provided to participants pursuant to this
Item is set forth in the Prospectus for the Ingram Micro Inc. 2000 Equity
Incentive Plan, together with the Ingram Micro Inc. 2000 Equity Incentive Plan,
attached to the Prospectus as Exhibit A thereto.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Ingram Micro Inc. (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on
Form S-8 to register 20,000,000 shares of the Registrant's Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), for issuance pursuant
to the Registrant's 2000 Equity Incentive Plan (the "Plan") and such
indeterminate number of additional shares which may be offered and issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission
1934 Act File Number 001-12203) are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000.
(2) All other reports filed with the Commission by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold.
(3) The description of the Registrant's Class A Common Stock contained in
the Registrant's 1934 Act registration statement on Form 8-A dated September
19, 1996, filed with the Commission pursuant to Section 13 of the 1934 Act,
including any amendment thereto or report filed for the purpose of updating
such description.
Any statement contained herein or made 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 is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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, see Item 3(3) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
James E. Anderson, Jr., the Registrant's General Counsel, owns directly
and indirectly securities of the Registrant, and options to purchase such
securities, with a fair market value in excess of $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. The Registrant's certificate
of incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.
Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors
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<PAGE>
and officers as well as other employees and agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) (a "derivative action") if they act 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. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorney's fees) incurred in connection with
defense or settlement of such action, and the statute requires court approval
before there can be indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. The Registrant's certificate of incorporation provides for
indemnification of its directors, officers, employees and agents to the fullest
extent permitted by Delaware law.
In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Exhibit
-------------- -------
4.01 Certificate of Incorporation of the Registrant. (Incorporated
herein by reference to Exhibit 1.01 to the Registrant's 1933
Act Registration Statement on Form S-1, File No. 333-09453).*
4.02 Amended and Restated Bylaws of the Registrant. (Incorporated
herein by reference to Exhibit 3.02 to the Registrant's Form
10-K for the fiscal year ended January 1, 2000).*
5.01 Opinion of General Counsel of the Registrant.
23.01 Consent of Independent Accountants.
23.02 Consent of General Counsel of the Registrant (included in
opinion filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this
registration statement).
99.01 Form of the Ingram Micro Inc. 2000 Equity Incentive Plan.
---------------------
* Incorporated by reference.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in
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the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
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; and
(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 Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange 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 1933
Act may be permitted to directors, officers or 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 the1933 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.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of Ingram Micro Inc. for the year
ended January 1, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Class A Common Stock offered hereunder has been passed
upon by the Registrant's General Counsel.
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<PAGE>
SIGNATURES
The Registrant. 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 Santa Ana, State of California, on
this 21st day of June, 2000.
INGRAM MICRO INC.
By /s/ James E. Anderson, Jr.
--------------------------------
James E. Anderson, Jr.
Senior Vice President, Secretary
and General Counsel
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Kent B. Foster, Michael J. Grainger and James
E. Anderson, Jr. and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable Ingram Micro Inc. to comply with the Securities
Act of 1933 and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing with the Securities and Exchange
Commission of the registration statement on Form S-8 under the Securities Act
of 1933, including specifically but without limitation, power and authority to
sign the name of the undersigned to such registration statement, and any
amendments to such registration statement (including post-effective
amendments), and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, to sign
any and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Kent B. Foster Chief Executive Officer and President(Principal June 21, 2000
----------------------- Executive Officer); Chairman of the Board
Kent B. Foster
/s/ Michael J. Grainger Executive Vice President and Worldwide Chief June 21, 2000
----------------------- Financial Officer (Principal Financial Officer
Michael J. Grainger and Principal Accounting Officer)
/s/ Martha R. Ingram Director June 21, 2000
-----------------------
Martha R. Ingram
/s/ John R. Ingram Director June 21, 2000
-----------------------
John R. Ingram
/s/ Orrin H. Ingram Director June 21, 2000
----------------------
Orrin H. Ingram
/s/ Philip M. Pfeffer Director June 21, 2000
-----------------------
Philip M. Pfeffer
/s/ Don H. Davis, Jr. Director June 21, 2000
-----------------------
Don H. Davis, Jr.
/s/ Gerhard Schulmeyer Director June 21, 2000
-----------------------
Gerhard Schulmeyer
/s/ Joe B. Wyatt Director June 21, 2000
-----------------------
Joe B. Wyatt
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
Exhibit Sequentially
Number Exhibit Numbered Page
---------- ------- -------------
<S> <C> <C>
4.01 Certificate of Incorporation of the Registrant. (Incorporated *
herein by reference to Exhibit 1.01 to the Registrant's 1933
Act Registration Statement on Form S-1, File No. 333-09453).*
4.02 Amended and Restated Bylaws of the Registrant. (Incorporated *
herein by reference to Exhibit 3.02 to the Registrant's Form
10-K for the fiscal year ended January 1, 2000).*
5.01 Opinion of General Counsel of the Registrant. 10
23.01 Consent of Independent Accountants. 12
23.02 Consent of General Counsel of the Registrant (included in 10
opinion filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this 7
registration statement).
99.01 Form of the Ingram Micro Inc. 2000 Equity Incentive Plan. 14
---------------
* Incorporated by reference.
</TABLE>
8
