As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
XLCONNECT SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 23-2832796
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
411 Eagleview Boulevard
Exton, Pennsylvania 19341
(610) 458-5500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1996 LONG-TERM INCENTIVE PLAN
Richard G. Ellenberger
President & Chief Executive Officer
XLConnect Solutions, Inc.
411 Eagleview Boulevard
Exton, Pennsylvania 19341
(Name and Address of Agent For Service)
(610) 458-5500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum
Title of Shares Amount to be Proposed Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share(1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,495,000 $ 9.35 $13,978,250 $ 4,236
($.01 par value) 1,089,250 $15.00 $16,338,750 $ 4,952
415,750 $28.63 $11,902,923 $ 3,607
--------- ----------- -------
- ---------------------------------------------------------------------------------------------------------------------------------
Total 3,000,000 $42,219,923 $12,795
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), (i) the option exercise price
with respect to outstanding options to purchase 1,495,000 shares,
(ii) the option exercise price with respect to outstanding options to
purchase 1,089,250 shares and (iii) the average of the high and low
prices per share of the registrant's Common Stock on the Nasdaq
National Market on October 23, 1996 with respect to the remaining
aggregate of 415,750 shares subject to future grant, under the 1996
Long-Term Incentive Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the 1996 Long-Term
Incentive Plan which is described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by XLConnect Solutions,
Inc. ("registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) the Prospectus of the Company filed on October 17, 1996
which forms a part of the Company's Registration Statement on Form S-1
(Reg. No. 333-08735); and
(b) the description of the Common Stock, par value $.01 per
share (the "Common Stock"), of the Company contained in the Company's
Registration Statement on Form 8-A, dated September 16, 1996, including
any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
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.
Item 4. Description of Securities.
The Common Stock, which is the class of securities offered pursuant to
this Registration Statement, is registered under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been passed
upon for the Company by John E. Royer, Jr., Vice President and General Counsel
of the Company. Mr. Royer beneficially owns 779 shares of Common Stock of the
Company and options to purchase 25,000 shares of Common Stock of the Company,
none of which are currently vested and exercisable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Sections 513 and 1741-1750 of the Pennsylvania Business Corporation Law
of 1988 (the "BCL") and the Company's By-Laws provide for indemnification of
the Company's directors and officers and certain other persons. Under Sections
1741-1750 of the BCL, directors and officers of the Company may be indemnified
by the Company against all expenses incurred in connection with actions
(including, under certain circumstances, derivative actions) brought against
such director or officer by reason of his or her status as a representative of
the Company, or by reason of the fact that such director or officer serves or
served as a representative of another entity at the Company's request, so long
as the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company. As permitted under Section 1741-1750 of the BCL and the Company's
By-Laws provide that the Company shall, in the case of directors and officers,
and may, in the case of employees and agents, indemnify any such person who is
or was a party (other than a party acting on his or her own behalf) or who is
threatened to be made such a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving as an employee or agent of the
Company, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she met certain requisite standards of
conduct. In all such cases, the Company shall indemnify any such person against
all such expenses actually and reasonably incurred by him or her in connection
with any such action to the extent that such person has been successful on the
merits or otherwise in defense of any such action. The indemnification
provisions of the Company's By-Laws are non-exclusive.
The Company intends to procure insurance, which would afford officers
and directors insurance coverage for losses arising from claims based on
breaches of duty, negligence, error and other wrongful acts, including
liabilities under the Securities Act of 1933 (the "Act"). The Company and its
officers and directors currently rely on directors' and officers' liability
coverage of the Company's parent, Intelligent Electronics, Inc.
-2-
<PAGE>
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of John E. Royer, Jr., Esquire
23.1 Consent of Independent Accountants
23.2 Consent of John E. Royer, Jr., Esquire
(Included in Exhibit 5)
24 Power of Attorney (See pages 5-6)
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 aggregate, represent a fundamental change in
the information set forth 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 (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
-3-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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
Exchange Act of 1934 that is incorporated by reference in this 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.
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 Act and will be governed by the final adjudication of
such issue.
-4-
<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 Exton, Commonwealth of Pennsylvania, on this 22nd day
of October, 1996.
XLCONNECT SOLUTIONS, INC.
By: /s/ Richard G. Ellenberger
--------------------------
Richard G. Ellenberger
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard D. Sanford, Richard G.
Ellenberger and Barry M. Abelson, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, 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, his or her substitutes
or substitute, 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 dates indicated:
Signature Title Date
--------- ----- ----
/s/ Richard D. Sanford Chairman of the October 22, 1996
- -------------------------- Board
Richard D. Sanford
/s/ Richard G. Ellenberger Chief Executive October 22, 1996
- -------------------------- Officer and
Richard G. Ellenberger President; Director
(principal executive
officer)
-5-
<PAGE>
/s/ Stephanie D. Cohen Chief Financial October 22, 1996
- ---------------------- Officer, Vice
Stephanie D. Cohen President, Finance
(principal financial
officer and
principal accounting
officer)
/s/ Barry M. Abelson Director October 22, 1996
- --------------------------
Barry M. Abelson
/s/ J.B. Doherty Director October 22, 1996
- --------------------------
J.B. Doherty
/s/ William E. Johnson Director October 18, 1996
- --------------------------
William E. Johnson
/s/ John A. Porter Director October 22, 1996
- --------------------------
John A. Porter
-6-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of John E. Royer, Jr., Esquire
23.1 Consent of Independent Accountants
23.2 Consent of John E. Royer, Jr., Esquire (Included in
Exhibit 5)
24 Power of Attorney (See pages 5-6)
-7-
<PAGE>
EXHIBIT 5
October 22, 1996
XLConnect Solutions, Inc.
411 Eagleview Road
Exton, Pennsylvania 19341
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am Vice President and General Counsel to XLConnect Solutions, Inc.
(the "Company") and have been asked to render this opinion in connection with
the filing by the Company of its Registration Statement on Form S-8 which is
being filed with the Securities and Exchange Commission on the date hereof under
the Securities Act of 1933, as amended (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement. The Registration Statement relates to the
proposed issuance and sale by the Company of up to 3,000,000 shares of Common
Stock (the "Shares") pursuant to the Company's 1996 Long-Term Incentive Plan
(the "Plan").
I have examined the Registration Statement, including the exhibits
thereto, the Company's Articles of Incorporation, as amended, the Company's
By-laws and such other documents as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the authenticity of all
documents submitted to me as copies of originals. The opinion expressed herein
is based exclusively on the applicable provisions of the Pennsylvania Business
Corporation Law of 1988 and federal securities laws as in effect on the date
hereof.
Based upon such examination, I am of the opinion that the Shares, when
issued and paid for in accordance with the Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Interests
of Named Experts and Counsel" in the Registration Statement. On giving this
consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act or rules and regulations of the
Commission thereunder.
Very truly yours,
/s/John E. Royer, Jr.
---------------------
John E. Royer, Jr.
Vice President and General Counsel
-8-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
XLConnect Solutions, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 31, 1996, which appears on page
F-2 of the Company's Prospectus dated October 17, 1996 which forms a part of the
Company's Registration Statement on Form S-1 (Reg. No. 333-08735).
KPMG PEAT MARWICK LLP
Cincinnati, OH
October 22, 1996
-9-
<PAGE>
