<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SUNSOURCE INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2874736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 One Logan Square
Philadelphia, Pennsylvania 19103
(215) 282-1290
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
---------------------------
JOSEPH M. CORVINO
Vice President - Finance, Chief Financial Officer,
Treasurer and Secretary
SunSource Inc.
3000 One Logan Square
Philadelphia, Pennsylvania 19103
(215) 282-1290
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies to:
DONALD A. SCOTT, ESQUIRE JOHN E. RILEY, ESQUIRE
Morgan, Lewis & Bockius LLP Simpson Thacher & Bartlett
2000 One Logan Square 425 Lexington Avenue
Philadelphia, Pennsylvania 19103-6993 New York, New York 10017
(215) 963-5000 (212) 455-2000
---------------------------
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,
check the following box. / /
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If the registrant elects to deliver its latest annual report to security
holders, or a complete and legal facsimile thereof, pursuant to item 11(a)(1) of
this Form, check the following box. / /
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. |X| 333-44733
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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. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Class of Proposed Proposed
Securities to be Amount to be Maximum Offering Maximum Aggregate Amount of
Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share............ 12,004 shares $ 28.1875 $338,362.75 $ 99.82
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low prices reported on the New York Stock Exchange
Composite Tape on March 19, 1998.
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<PAGE>
Incorporation By Reference of Registration Statement on Form S-2,
File No. 333-44733
SunSource Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement on Form S-2 in its entirety the Registration
Statement on Form S-2 (File No. 333-44733) declared effective on March 19, 1997
by the Securities and Exchange Commission (the "Commission"), including each of
the documents filed by the Registrant with the Commission and incorporated or
deemed to be incorporated by reference therein.
<PAGE>
Exhibits
Set forth below is a list of the exhibits included as part of this
Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being
registered (filed as Exhibit 5 to Amendment No. 1 to Registration Statement on
Form S-2 (File No. 333-44733) filed with the Commission on March 2, 1998).
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in its opinion filed as
Exhibit 5 to Amendment No. 1 to Registration Statement on Form S-2
(File No. 333-44733) filed with the Commission on March 2, 1998).
24 Powers of Attorney (included in signature page to Registration Statement on
Form S-2 (File No. 333-44733) filed with the Commission on January 22, 1998).
</TABLE>
- ---------------
* Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on March 20, 1998.
SUNSOURCE INC.
By: /s/ Joseph M. Corvino
-----------------------------------------
Name: Joseph M. Corvino
Title: Vice President-Finance,
Chief Financial Officer,
Treasurer and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons, in the capacities indicated,
on March 20, 1998.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive Officer March 20, 1998
- ------------------------------- (Principal Executive Officer) and
Donald T. Marshall Director
/s/ Joseph M. Corvino Vice President-Finance, Chief Financial March 20, 1998
- ------------------------------- Officer, Treasurer and Secretary
Joseph M. Corvino (Principal Financial Officer)
* Controller (Principal Accounting March 20, 1998
- ------------------------------- Officer)
John J. Dabrowski
* Director March 20, 1998
- -------------------------------
O. Gordon Brewer, Jr.
* Director March 20, 1998
- -------------------------------
Norman V. Edmonson
* Director March 20, 1998
- -------------------------------
Eliot M. Fried
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 20, 1998
- -------------------------------
Arnold S. Hoffman
* Director March 20, 1998
- -------------------------------
Robert E. Keith, Jr.
* Director March 20, 1998
- -------------------------------
John P. McDonnell
* Director March 20, 1998
- -------------------------------
Ernest L. Ransome, III
* Director March 20, 1998
- -------------------------------
Donald A. Scott
* Director March 20, 1998
- -------------------------------
Henri I. Talerman
*By: /s/ Joseph M. Corvino
--------------------------
Joseph M. Corvino
Attorney-in-Fact
</TABLE>
<PAGE>
Consent of Independent Accountants
We consent to the incorporation by reference and inclusion in this registration
statement on Form S-2 filed on March 20, 1998 pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, of our report dated January 29, 1998, except
for Note 22 as to which the date is February 5, 1998, on our audits of the
consolidated financial statements of SunSource Inc. and to the incorporation by
reference of our report dated January 29, 1997, except for Note 9 as to which
the date is March 21, 1997 and Note 19 as to which the date is March 4, 1997, on
our audits of the consolidated financial statements and financial statement
schedules of SunSource L.P. We also consent to the reference to our firm under
the caption "Experts."
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 19, 1998
