As filed with the Securities and Exchange Commission
on July 8, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Wyle Electronics
(Exact name of registrant as specified in its charter)
___________________
California 95-1779998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15370 Barranca Parkway, Irvine, California 92718
(Address of principal executive offices)
WYLE ELECTRONICS 1996 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Stephen D. Natcher, Esq.
Senior Vice President - Administration, General
Counsel and Secretary
15370 Barranca Parkway, Irvine, California 92718
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(714) 753-9953
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 250,000<1>,<2> $41.25<3> $10,312,500(3)> $3,125(3)
without par value shares
__________
<FN>
<F1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options to
purchase the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416, an additional
indeterminate number of shares which by reason of certain
events specified in the Plan may become subject to the
Plan.
<2> Each share is accompanied by a common share purchase
right pursuant to the Registrant's Amended and Restated
Rights Agreement, dated February 23, 1995, with
ChaseMellon Shareholder Services, L.L.C. (as successor to
Chemical Bank), as Rights Agent.
<3> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on July 2, 1997, as reported
on the New York Stock Exchange and published in The
Western Edition of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at
page S-3.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Wyle Electronics (the
"Company") filed with the Commission are incorporated herein
by reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the Company's
quarterly period ended March 31, 1997; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed on October 27, 1989, and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document,
all or a portion of which is 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 also is or is
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
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, without par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by
Stephen D. Natcher, Senior Vice President - Administration,
General Counsel and Secretary of the Company. Mr. Natcher is
compensated by the Company and is the holder of options to
acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Incorporation
contain a provision which eliminates the liability of
directors for monetary damages to the fullest extent
permissible under California law. The General Corporation Law
of California (the "Law") (i) authorizes the elimination of
liability of directors for monetary damages in an action
brought by a shareholder in the right of the Company (referred
to herein as a "derivative action") or by the Company for
breach of a director's duties to the Company and its
shareholders and (ii) authorizes the Company to indemnify
directors and officers for monetary damages for all acts or
omissions committed by them in their respective capacities;
provided, however, that liability is not limited nor may
indemnification be provided for (a) acts or omissions that
involve intentional misconduct or knowing and culpable
violation of law, (b) for acts or omissions that a director or
officer believes to be contrary to the best interests of the
Company or its shareholders or that involve the absence of
good faith on the part of a director or officer seeking
indemnification, (c) for any transaction from which a director
or officer derives an improper personal benefit, (d) for acts
or omissions that show a reckless disregard for the director's
or officer's duty to the Company or its shareholders in
circumstances in which such person was aware, or should have
been aware, in the ordinary course of performing his duties,
of a risk of serious injury to the Company or its
shareholders, (e) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication
of the director's or officer's duty to the Company or its
shareholders, and (f) for liabilities arising under
Section 310 (contracts in which a director has a material
financial interest) and 316 (certain unlawful dividends,
distributions, loans and guarantees) of the Law. In addition,
the Company may not indemnify directors and officers in
circumstances in which indemnification is expressly prohibited
by Section 317 of the Law.
The bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's
Restated Articles of Incorporation. The Company has entered
into indemnification agreements with its directors and
executive officers which require that the Company indemnify
such directors and executive officers in all cases to the
fullest extent permitted by applicable provisions of the Law.
The Company also maintains a directors' and officers'
liability insurance policy insuring executive officers of the
Company for covered losses as defined in the policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page S-3.
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;
(ii) To reflect in the prospectus
any facts or events arising after the effective
date of the 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 the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under 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
(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 Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public
policy as expressed in the Securities 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,
executive 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
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 Newport Beach, State of California,
on June 27, 1997.
By: __/s/ Ralph L. Ozorkiewicz__
Ralph L. Ozorkiewicz
Its: President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Stephen D. Natcher, his true and lawful attorney-
in-fact and agent, with full powers 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
attorney-in-fact and agent, each acting alone, 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
attorney-in-fact and agent, 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, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Charles M. Clough Chairman of the Board of June 27, 1997
Charles M. Clough Directors
/s/ Ralph L. Ozorkiewicz President, Chief Executive June 27, 1997
Ralph L. Ozorkiewicz Officer and Director
(Principal Executive Officer)
/s/ R. Van Ness Holland, Jr. Executive Vice-President - June 27, 1997
R. Van Ness Holland, Jr. Finance Treasurer and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ Michael R. Corboy Director<1> June 27, 1997
Michael R. Corboy
/s/ Theodore M. Freedman Director June 27, 1997
Theodore M. Freedman
/s/ Jack S. Kilby Director<1> June 27, 1997
Jack S. Kilby
/s/ Stanley A. Wainer Director June 27, 1997
Stanley A. Wainer
/s/ Kirk West Director<1> June 27, 1997
Kirk West
/s/ Frank S. Wyle Director June 27, 1997
Frank S. Wyle
___________________________________________
<1> Member of Executive Compensation Committee
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4. Wyle Electronics 1996 Eligible Directors' Stock
Option Plan.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Company Counsel (included in
Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
<PAGE>
WYLE ELECTRONICS
1996 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
PAGE
1. THE PLAN. . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . 1
1.2 Administration. . . . . . . . . . . . . . . . 1
1.3 Shares Available for Options. . . . . . . . . 2
2. THE OPTIONS . . . . . . . . . . . . . . . . . 2
2.1 Automatic Option Grants . . . . . . . . . . . 2
2.2 Payment of Exercise Price . . . . . . . . . . 4
2.3 Option Period . . . . . . . . . . . . . . . . 4
2.4 Limitations on Exercise and Vesting of
Options . . . . . . . . . . . . . . . . . . . 4
3. OTHER PROVISIONS. . . . . . . . . . . . . . . 5
3.1 Rights of Participants and Beneficiaries. . . 5
3.2 No Transferability; Limited Exception to
Transfer Restrictions . . . . . . . . . . . . 5
3.3 Adjustments . . . . . . . . . . . . . . . . . 6
3.4 Acceleration of Options . . . . . . . . . . . 7
3.5 Compliance with Laws. . . . . . . . . . . . . 7
3.6 Plan Amendment, Shareholder Approval and
Suspension. . . . . . . . . . . . . . . . . . 8
3.7 Privileges of Stock Ownership . . . . . . . . 8
3.8 Effective Date of Plan. . . . . . . . . . . . 8
3.9 Term of Plan. . . . . . . . . . . . . . . . . 8
3.10 Legal Issues. . . . . . . . . . . . . . . . . 9
4. DEFINITIONS . . . . . . . . . . . . . . . . . 9
4.1 Definitions . . . . . . . . . . . . . . . . . 9
<PAGE>
WYLE ELECTRONICS
1996 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
1. THE PLAN
1.1 Purpose.
The purpose of this Plan is to promote the success
of the Company by providing an additional means through the
grant of Options to attract, motivate and retain experienced
and knowledgeable Eligible Directors. Capitalized terms are
defined in Article 4.
1.2 Administration.
(a) Board Authority and Powers; Interpretation.
This Plan shall be, to the maximum extent possible, self-
effectuating. This Plan shall be interpreted and, to the
extent any determinations are required hereunder, shall be
administered by the Board. Subject to the express
provisions of this Plan, the Board shall have the authority
to construe and interpret this Plan and any agreements
defining the rights and obligations of the Corporation and
Participants under this Plan.
(b) Binding Determinations. Any action taken by,
or inaction of, the Corporation or the Board relating or
pursuant to this Plan shall be within the absolute
discretion of that entity or body and shall be conclusive
and binding upon all persons. No member of the Board or
officer of the Corporation shall be liable for any such
action or inaction, except in circumstances involving such
person's bad faith.
(c) Reliance on Experts. In making any
determination or in taking or not taking any action under
this Plan, the Board may obtain and may rely upon the advice
of experts, including professional advisors to the
Corporation. No director, officer or agent of the
Corporation shall be liable for any such action or
determination taken or made or omitted in good faith.
(d) Delegation. The Board may delegate
ministerial, non-discretionary functions to individuals who
are officers or employees of the Corporation.
1.3 Shares Available for Options.
Subject to the provisions of Section 3.3, the
capital stock that may be delivered under this Plan shall be
shares of the Corporation's authorized but unissued Common
Stock and any shares of its Common Stock held as treasury
shares.
(a) Number of Shares. The maximum number of
shares of Common Stock that may be delivered pursuant to
Options granted to Eligible Directors under this Plan shall
not exceed [250,000] shares, subject to adjustments
contemplated by Section 3.3.
(b) Reserves for Options. Shares subject to
outstanding Options shall be reserved for issuance. If any
Option to acquire shares of Common Stock under an Option
shall expire or be cancelled or terminated without having
been exercised in full, the undelivered shares subject
thereto shall again be available for purposes of this Plan.
2. THE OPTIONS
2.1 Automatic Option Grants. Subject to adjustments
contemplated by Section 3.3,
(a) Initial Grant to Eligible Directors in office
as of October 1, 1996. On October 1, 1996, there shall be
granted automatically (without any action by the Board) to
each person who is then an Eligible Director an Option (the
Option Date of which shall be October 1, 1996) to purchase
4,000 shares of Common Stock.
(b) Subsequent Annual Grants to Eligible
Directors in office as of October 1, 1996. On April 1 in
each calendar year during the term of this Plan, commencing
April 1, 1997, there shall be granted automatically (without
any action by the Board) to each person who is then an
Eligible Director and who was an Eligible Director on
October 1, 1996 an Option (the Option Date of which shall be
such April 1) to purchase 4,000 shares of Common Stock.
(c) Initial Grants to Eligible Directors taking
office after October 1, 1996. If an individual first
becomes an Eligible Director after October 1, 1996, there
shall be granted automatically (without any action by the
Board) to such Eligible Director an Option (the Option Date
of which shall be such date that the individual first
becomes an Eligible Director) to purchase 10,000 shares of
Common Stock. Notwithstanding anything else contained
herein to the contrary, an individual who was an officer of
the Company and member of the Board prior to becoming an
Eligible Director shall not be granted an option pursuant to
this Subsection 2.1(c).
(d) Subsequent Annual Grants to Eligible
Directors taking office after October 1, 1996. On April 1
in each calendar year during the term of this Plan,
commencing April 1, 1997, there shall be granted
automatically (without any action by the Board) to each
person who is then an Eligible Director and who first became
a member of the Board after October 1, 1996 an Option (the
Option Date of which shall be such April 1) to purchase
6,000 shares of Common Stock.
(e) Maximum Number of Shares. Any grant under
Sections 2.1(b)-(d) that would otherwise exceed the maximum
number of shares under Section 1.3(a) shall be prorated
within such limitation among the number of Eligible
Directors entitled thereto.
(f) Option Price. The purchase price per share
of the Common Stock covered by each Option granted pursuant
to this Section 2.1 shall be 100 percent of the Fair Market
Value of the Common Stock on the Option Date.
(g) Option Period and Exercisability. Each
Option granted under this Plan shall be fully vested and
immediately exercisable as of the date which is six months
after the Option Date.
(h) Effect of Termination of Service. If a
Participant (i) dies or suffers a Disability while serving
as a director, (ii) retires from service as a director in
accordance with the Company's mandatory retirement policy
then in effect for outside directors, or (iii) resigns from
service as a director or fails to be renominated for service
by the Board because the director's position of outside
employment may result in a conflict of interest with the
Company, any Option granted pursuant to this Plan then held
by such Participant shall immediately become and shall
remain fully exercisable for 36 months after the date of
such termination or until the expiration of the stated term
of such Option, whichever first occurs, and shall then
terminate. If a Participant's services as a member of the
Board terminate for any other reason, then any portion of an
Option granted pursuant to this Plan which is not then
exercisable shall terminate and any portion of such Option
which is then exercisable may be exercised for 36 months
after the date of such termination or until the expiration
of the stated term, whichever first occurs, and shall then
terminate.
(i) Nonqualified Options. Each Option granted
under this Plan is intended to be a nonqualified stock
option (i.e., not an "incentive stock option") under the
Code and shall be so designated.
(j) Director Share Limit. There shall be no
limit on the number of shares or Options granted to an
Eligible Director during the term of this Plan, subject,
however, to Sections 2.1(a)-(d); and provided that the
number of shares may be subject to adjustments in accordance
with Section 3.3.
2.2 Payment of Exercise Price.
The exercise price of any Option granted under
this Plan shall be paid in full at the time of each exercise
(i) in cash or by check, (ii) in shares of Common Stock
valued at their Fair Market Value on the date of exercise of
the Option, (iii) partly in such shares and partly in cash,
or (iv) by delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to
promptly deliver to the Corporation the amount of the sale
proceeds necessary to pay the exercise price; provided that
the Corporation shall not be obligated to deliver
certificates for the shares unless and until it receives
full payment of the exercise price therefor. Any shares
used in payment of the exercise price must have been owned
by the Participant at least six months prior to the date of
exercise.
2.3 Option Period.
Each Option granted under this Plan and all rights
or obligations thereunder shall expire ten (10) years after
the Option Date and shall be subject to earlier termination
as provided herein.
2.4 Limitations on Exercise and Vesting of Options.
(a) Procedure. Any exercisable Option shall be
deemed to be exercised when the Secretary of the Corporation
receives written notice of such exercise from the
Participant, together with the required payment of the
exercise price.
(b) Fractional Shares/Minimum Issue. Fractional
share interests shall be disregarded, but may be
accumulated. No fewer than 100 shares may be purchased on
exercise of any Option at one time unless the number
purchased is the total number at the time available for
purchase under the Option.
3. OTHER PROVISIONS.
3.1 Rights of Participants and Beneficiaries.
(a) No Service Commitment. Nothing contained in
this Plan (or in any other documents related to this Plan or
to any Option) shall confer upon any Participant any right
to continue to serve as a director of the Corporation nor
shall interfere in any way with the right of the Corporation
to change a director's compensation or other benefits or to
terminate the director's service as a director, with or
without cause. Nothing contained in this Plan or any
document related hereto shall influence the construction or
interpretation of the Corporation's Articles of
Incorporation or Bylaws regarding service on the Board or
adversely affect any independent contractual right of any
Eligible Director without his or her consent thereto.
(b) Plan Not Funded. Options payable under this
Plan shall be payable in shares and no special or separate
reserve, fund or deposit shall be made to assure payment of
such Options. No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock) of the
Corporation by reason of any Option hereunder. Neither the
provisions of this Plan (or of any related documents), nor
the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary
relationship between the Corporation and any Participant,
Beneficiary or other person.
3.2 No Transferability; Limited Exception to Transfer
Restrictions.
(a) Limit on Exercise and Transfer. Unless
otherwise expressly provided in (or pursuant to) this
Section 3.2, by applicable law and by the Option Agreement,
as the same may be amended, (i) all Options are non-
transferable and shall not be subject in any manner to sale,
transfer, anticipation, alienation, assignment, pledge,
encumbrance or charge; Options shall be exercised only by
the Participant; and (ii) shares issuable pursuant to an
Option shall be delivered only to (or for the account of)
the Participant.
(b) Exceptions. The Committee may permit Options
to be exercised by and paid to certain persons or entities
related to the Participant, including but not limited to
members of the Participant's family, charitable
institutions, or trusts or other entities whose
beneficiaries or beneficial owners are members of the
Participant's family and/or charitable institutions, or to
such other persons or entities as may be approved by the
Committee pursuant to such conditions and procedures as the
Committee may establish. Any permitted transfer shall be
subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for
estate and/or tax planning purposes on a gratuitous or
donative basis and without consideration (other than nominal
consideration).
(c) Further Exceptions to Limits on Transfer.
The exercise and transfer restrictions in Section 3.2(a)
shall not apply to: (i) transfers to the Corporation, (ii)
the designation of a beneficiary to receive benefits in the
event of the Participant's death or, if the Participant has
died, transfers to or exercise by the Participant's
beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent and
distribution, (iii) if the Participant has suffered a
disability, permitted transfers or exercises on behalf of
the Participant by his or her legal representative, or (iv)
the authorization by the Committee of "cashless exercise"
procedures with third parties who provide financing for the
purpose of (or who otherwise facilitate) the exercise of
Options consistent with applicable laws and the express
authorization of the Committee.
3.3 Adjustments.
If there shall occur any extraordinary
distribution in respect of the Common Stock (whether in the
form of Common Stock, other securities, or other property),
or any recapitalization, stock split (including a stock
split in the form of a stock dividend), reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of Common Stock or other securities
of the Corporation, or there shall occur any other like
corporate transaction or event in respect of the Common
Stock, or a sale of substantially all of the assets of the
Corporation as an entirety, then the Board shall, in such
manner and to such extent (if any) as may be appropriate and
equitable (1) proportionately adjust any or all of (a) the
number and type of shares of Common Stock (or other
securities) which thereafter may be made the subject of
Options (including the specific numbers of shares set forth
elsewhere in this Plan), (b) the number, amount and type of
shares of Common Stock (or other securities or property)
subject to any or all outstanding Options and the vesting
provisions of the Options, (c) the grant, purchase, or
exercise price of any or all outstanding Options, (d) the
securities, cash or other property deliverable upon exercise
of any outstanding Options, or (2) in the case of an
extraordinary distribution, recapitalization,
reclassification, merger, reorganization, consolidation,
combination, sale of assets, split-up, exchange, or spin-
off, make provision for a substitution or exchange of any or
all outstanding Options or for a change in the securities,
cash or property deliverable upon exercise of outstanding
Options based upon the distribution or consideration payable
to holders of the Common Stock of the Corporation upon or in
respect of such event; provided, however, that (i) such
adjustment and the Board's actions in respect thereof are
based on objective criteria and (ii) such adjustment (to the
extent consistent with Section 3.10(c)) is consistent with
adjustments to comparable Options (if any) held by persons
other than directors of the Corporation.
3.4 Acceleration of Options.
Unless prior to an Event the Committee determines
that, upon its occurrence, there shall be no acceleration of
Options or determines those Options which shall be
accelerated, then upon the occurrence of an Event, each
Option granted under Section 2.1 shall become immediately
exercisable in full. To the extent that any Option granted
under this Plan is not exercised prior to (i) a dissolution
of the Corporation or (ii) a merger or other corporate event
that the Corporation does not survive, and no provision is
(or consistent with the provisions of Section 3.3 can be)
made for the assumption, conversion, substitution or
exchange of the Option, the Option shall terminate upon the
occurrence of such event.
3.5 Compliance with Laws.
This Plan, the granting and vesting of Options
under this Plan and the issuance and delivery of shares of
Common Stock, and/or of other securities or property
pursuant to Section 3.3, under this Plan or under Options
granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations
(including but not limited to state and federal tax and
securities laws) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion
of counsel for the Corporation, be necessary or advisable in
connection therewith. Any securities delivered under this
Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the
Corporation, provide such assurances and representations to
the Corporation as the Corporation may deem necessary or
desirable to assure such compliance.
3.6 Plan Amendment, Shareholder Approval and
Suspension.
(a) Board Authorization. The Board may, at any
time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No Options may be
granted during any suspension of this Plan or after
termination of this Plan, but the Board shall retain
jurisdiction as to Options then outstanding in accordance
with the terms of this Plan.
(b) Shareholder Approval. To the extent required
by law, any amendment to this Plan or any then outstanding
Option shall be subject to shareholder approval.
(c) Limitations on Amendments to Plan and
Options. No amendment, suspension or termination of this
Plan or change of or affecting any outstanding Option shall,
without written consent of the Participant, affect in any
manner materially adverse to the Participant any rights or
benefits of the Participant or obligations of the
Corporation under any Option granted under this Plan prior
to the effective date of such change. Changes contemplated
by Section 3.3 shall not be deemed to constitute changes or
amendments for purposes of this Section 3.6.
Notwithstanding anything else contained herein to the
contrary, the Committee shall not, without prior shareholder
approval (i) authorize the amendment of outstanding Options
to reduce the exercise price, except as contemplated by
Section 3.3, or (ii) cancel and replace outstanding Options
with similar awards having an exercise price which is lower,
except as contemplated by Section 3.3.
3.7 Privileges of Stock Ownership.
Except as otherwise expressly authorized by this
Plan, a Participant shall not be entitled to any privilege
of stock ownership as to any shares of Common Stock subject
to an Option granted under this Plan prior to the
satisfaction of all conditions to the valid exercise of the
Option. No adjustment will be made for dividends or other
rights as a shareholder for which a record date is prior to
such date of delivery.
3.8 Effective Date of Plan.
This Plan shall be effective as of October 1,
1996, subject to shareholder approval within twelve (12)
months thereafter.
3.9 Term of Plan.
This Plan shall terminate at the close of business
on September 30, 2006, and no Option shall be granted under
it thereafter, but such termination shall not affect any
Option theretofore granted.
3.10 Legal Issues.
(a) Choice of Law. This Plan, the Options, all
documents evidencing Options and all other related documents
shall be governed by, and construed in accordance with the
laws of the State of California.
(b) Severability. If any provision shall be held
by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue in effect.
(c) Plan Construction. It is the intent of the
Corporation that this Plan and Options hereunder satisfy and
be interpreted in a manner that in the case of persons who
are or may be subject to Section 16 of the Exchange Act
satisfies the applicable requirements of Rule 16b-3 so that
such persons will be entitled to the benefits of Rule 16b-3
or other exemptive rules under Section 16 of the Exchange
Act and will not be subjected to avoidable liability
thereunder. If any provision of this Plan or of any Option
would otherwise frustrate or conflict with the intent
expressed above, that provision to the extent possible shall
be interpreted and deemed amended so as to avoid such
conflict, but to the extent of any remaining irreconcilable
conflict with such intent as to such persons in the
circumstances, such provision shall be deemed void.
(d) Non-Exclusivity of Plan. Nothing in this
Plan shall limit or be deemed to limit the authority of the
Board to grant awards or authorize any other compensation
under any other plan or authority.
4. DEFINITIONS
4.1 Definitions.
(a) "Beneficiary" shall mean the person, persons,
trust or trusts entitled by will or the laws of descent and
distribution to receive the benefits specified in the Option
Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's
executor or administrator if no other Beneficiary is
identified and able to act under the circumstances.
(b) "Board" shall mean the Board of Directors of
the Corporation or, with respect to administrative matters
(as distinguished from Plan amendments, suspension, or
termination), the Committee.
(c) "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.
(d) "Commission" shall mean the Securities and
Exchange Commission.
(e) "Committee" shall mean committee of members
of the Board who may be designated to administer this Plan.
(f) "Common Stock" shall mean the Common Stock
of the Corporation and such other securities or property as
may become the subject of Options, or become subject to
Options, pursuant to an adjustment made under Section 3.3 of
this Plan.
(g) "Company" shall mean, collectively, the
Corporation and its Subsidiaries.
(h) "Corporation" shall mean Wyle Electronics, a
California corporation, and its successors.
(i) "Disability" shall mean a "permanent and
total disability" within the meaning of Section 22(e)(3) of
the Code.
(j) "Eligible Director" shall mean a member of
the Board of Directors of the Corporation who is not an
officer or employee of the Corporation or any Subsidiary at
the time of the grant of the Option.
(k) "Event" shall mean any of the following:
(1) Approval by the shareholders of the
Corporation of the dissolution or liquidation of the
Corporation; or
(2) Approval by the shareholders of the
Corporation of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities
which are not Subsidiaries, as a result of which less
than 50% of the outstanding voting securities of the
surviving or resulting entity are, or will be, owned by
shareholders of the Corporation immediately before such
reorganization (assuming for purposes of such
determination that there is no change in the record
ownership of the Corporation's securities from the
record date for such approval until such reorganization
and that such record owners hold no securities of the
other parties to such reorganization); or
(3) Approval by the shareholders of the
Corporation of the sale of substantially all of the
Corporation's business and/or assets to a person or
entity which is not a Subsidiary; or
(4) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act but
excluding any person described in and satisfying the
conditions of Rule 13d-1(b)(1) thereunder) is or
becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 15% or more
of the combined voting power of the Corporation's then
outstanding securities; or
(5) During any period of two consecutive
years, individuals who at the beginning of such period
constituted the Board cease for any reason to
constitute at least a majority thereof, unless the
election, or the nomination for election by the
Corporation's shareholders, of each new Board member
was approved by a vote of at least three-fourths of the
Board members then still in office who were Board
members at the beginning of such period (including for
these purposes, new members whose election or
nomination was so approved).
(l) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.
(m) "Fair Market Value" shall mean the closing
price of the Common Stock on the New York Stock Exchange as
reported on the Composite Tape and published in the Western
Edition of The Wall Street Journal, or, if there is no
trading of the Common Stock on the date in question, then
the closing price of the Common Stock so reported on the
next preceding date on which there was trading in the Common
Stock.
(n) "Option" shall mean a nonqualified stock
option to purchase Common Stock authorized and granted under
this Plan, and related rights.
(o) "Option Agreement" shall mean a written
agreement setting forth the terms of an Option in
substantially the form as Exhibit A attached hereto,
completed in the manner required by this Plan and executed
on behalf of the Corporation by an executive officer of the
Corporation.
(p) "Option Date" shall mean the applicable date
set forth in Article 2.
(q) "Participant" shall mean an Eligible Director
who has been granted an Option under the provisions of this
Plan.
(r) "Personal Representative" shall mean the
person or persons who, upon the disability or incompetence
of a Participant, shall have acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to
exercise the rights or receive benefits under this Plan and
who shall have become the legal representative of the
Participant.
(s) "Plan" shall mean this 1996 Eligible
Directors' Stock Option Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 as
promulgated by the Commission pursuant to the Exchange Act,
as amended from time to time.
(u) "Subsidiary" shall mean any corporation or
other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by
the Corporation.
<PAGE>
EXHIBIT A
WYLE ELECTRONICS
ELIGIBLE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of
_____________, 19__, between Wyle Electronics, a California
corporation (the "Corporation"), and ________________ (the
"Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted the Wyle
Electronics 1996 Eligible Directors' Stock Option Plan (the
"Plan"); and
WHEREAS, pursuant to Section 2.1 of the Plan,
the Corporation has granted an option (the "Option") to the
Director upon the terms and conditions evidenced hereby, as
required by the Plan, which Option is not intended as and
shall not be deemed to be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended;
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Corporation
and the Director agree to the terms and conditions set forth
herein as required by the terms of the Plan.
1. Option Grant. This Agreement evidences the
grant to the Director, as of ___________________ (the
"Option Date"), of an Option to purchase an aggregate of
_________ shares of Common Stock under Section 2.1 of the
Plan, subject to the terms and conditions of and to
adjustments provided in or pursuant to the Plan.
2. Exercise Price. The Option entitles the
Director to purchase all or any part of the Option shares at
a price per share of $________, which represents the Fair
Market Value of the shares on the Option Date.
3. Option Term. The Option shall terminate
ten years after the Option Date unless earlier terminated in
accordance with the terms of the Plan.
4. Exercisability of Option. The Option shall
become fully vested and exercisable as of the date which is
six months immediately after the Option Date.
5. Service. The Director agrees to serve as a
director in accordance with the provisions of the
Corporation's Articles of Incorporation, Bylaws and
applicable law.
6. General Terms. The Option and this
Agreement are subject to, and the Corporation and the
Director agree to be bound by, the provisions of the Plan.
Such provisions are incorporated herein by this reference.
The Director acknowledges receiving a copy of the Plan and
reading its applicable provisions. Capitalized terms not
otherwise defined herein shall have the meaning assigned to
such terms in the Plan.
7. Conditional Grant. The terms of the Plan
and the grant of this Option are subject to the approval of
the Plan by the Corporation's shareholders. Notwithstanding
anything else contained herein or in the Plan to the
contrary, this Option shall not become exercisable and shall
be null and void if shareholder approval of the Plan is not
obtained.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.
WYLE ELECTRONICS
(a California corporation)
By ________________________
Title _____________________
DIRECTOR
___________________________
(Signature)
___________________________
(Print Name)
___________________________
(Address)
___________________________
(City, State, Zip Code)
<PAGE>
Stephen D. Natcher
Senior Vice President - Administration,
General Counsel and Secretary
Wyle Electronics
15370 Barranca Parkway
Irvine, California 92718
June 30, 1997
Wyle Electronics
15370 Barranca Parkway
Irvine, California 92718
Re: Registration on Form S-8 of
Wyle Electronics (the "Company")
Gentlemen:
At your request, I have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 250,000 shares of Common
Stock, without par value, of the Company (the "Common Stock"),
and additional rights (together with the Common Stock, the
"Shares"), to be issued pursuant to the Wyle Electronics
1996 Eligible Directors' Stock Option Plan (the "Plan"). I
have examined the proceedings heretofore taken and to be
taken in connection with the authorization of the Plan
and the Shares to be issued pursuant to and in accordance
with the Plan.
Based upon such examination and upon such matters of
fact and law as I have deemed relevant, I am of the opinion that
the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
Stephen D. Natcher
Senior Vice President -
Administration,
General Counsel and Secretary
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 14,
1997 incorporated by reference in Wyle Electronics, Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
July 7, 1997
