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As filed with the Securities and Exchange Commission on January 12, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RICHEY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0594451
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7441 Lincoln Way
Garden Grove, California 92641
(Address of Principal Executive Offices) (Zip Code)
RICHEY ELECTRONICS, INC.
1992 STOCK OPTION PLAN
(Full title of the plan)
William C. Cacciatore
Chairman, President and Chief Executive Officer
Richey Electronics, Inc.
7441 Lincoln Way
Garden Grove, California 92641
(714) 898-8288
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration fee
to be registered registered offering aggregate
price offering
per price(1)
share(1)
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Common Stock, par
value $.001 per
share. . . . . 588,934 $12.375 $7,288,058 $2,513.00
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Registrant's Common Stock on NASDAQ on January 10,
1996.
There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") have been or will
be sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- ------
The following documents filed with the Commission are incorporated
herein by reference:
(1) The Annual Report on Form 10-K of Richey Electronics, Inc., a Delaware
corporation (the "Company"), for the fiscal year ended December 31,
1994.
(2) The Company's Quarterly Reports on Form 10-Q dated March 31, 1995, June
30, 1995 and September 29, 1995.
(3) The Company's Current Reports on Form 8-K, dated November 20, 1995 and
on Form 8-K dated January 4, 1996.
(4) The description of the Common Stock ("Common Stock"), of the Company
contained in the Company's Amended Registration Statement on
Form 8-A/A.
All documents subsequently 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"), as amended, prior to termination of the offering of the Common Stock
pursuant to this Registration Statement shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
Section 145 of the Delaware General Corporation Law (the "Delaware
Law") generally permits indemnification of officers, directors, employees and
agents of a Delaware corporation against expenses (including attorneys' fees)
incurred in the defense or settlement of a derivative action or third-party
action, provided there is a determination by a disinterested quorum of the
directors or independent legal counsel or a majority vote of a quorum of the
stockholders that the person seeking indemnification acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. Such indemnification is
expressly prohibited, however, in respect of a derivative action in which such
person is adjudged liable for negligence or misconduct in the performance of his
or her duty to the corporation unless and only to the extent approved by the
court. The Delaware Law requires indemnification when the person being
indemnified has successfully defended the action on the merits or otherwise.
Expenses incurred by an officer or director in defending an action may
be paid in advance, under the Delaware Law, if such director or officer
undertakes to repay such amounts if
2
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it is ultimately determined that he or she is not entitled to indemnification.
In addition, the Delaware Law authorizes a corporation's purchase of indemnity
insurance for the benefit of its officers, directors, employees and agents
whether or not the corporation would have the power to indemnify against the
liability covered by the policy.
The Delaware Law permits a Delaware corporation to provide
indemnification in excess of that provided in the statutes. The Delaware Law
does not require authorizing provisions in the certificate of incorporation and
does not contain express prohibitions on indemnification in certain
circumstances; limitations on indemnification may be imposed by a court,
however, based on principles of public policy.
The Bylaws of the Company contain provisions requiring indemnification
of directors and officers to the maximum extent permitted by the Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Incorporation of Richey Electronics, Inc.
(Incorporated by reference to the Registration Statement
on Form S-1, filed January 7, 1994)
4.2 Bylaws of Richey Electronics, Inc. (Incorporated by
reference to the Registration Statement on Form S-1,
filed January 7, 1994)
23.1 Consent of McGladrey & Pullen, LLP
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;
(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.
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(2) That, for the purpose of determining any liability under the
Securities 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.
(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, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 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, 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.
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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 report to be
signed on its behalf by the undersigned, thereunto duly authorized in the County
of Los Angeles, State of California on the date indicated below.
RICHEY ELECTRONICS, INC.
Date: January 11, 1996 By: /s/ WILLIAM C. CACCIATORE
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William C. Cacciatore
Chairman, President 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 date indicated.
Signature Title Date
/s/ WILLIAM C. CACCIATORE Chairman of the Board, January 11, 1996
- ------------------------- President and Chief
William C. Cacciatore Executive Officer
(Principal Executive Officer)
/s/ RICHARD N. BERGER Vice President, Chief January 11, 1996
- ------------------------ Financial Officer,
Richard N. Berger Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ C. DON ALVERSON Executive Vice President- January 11, 1996
- ------------------------ Sales, Director
C. Don Alverson
/s/ NORBERT W. ST. JOHN Executive Vice President- January 11, 1996
- ------------------------ Marketing, Director
Norbert W. St. John
/s/ DONALD I. ZIMMERMAN Director January 11, 1996
- ------------------------
Donald I. Zimmerman
5
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation of Richey Electronics, Inc.
(Incorporated by reference to the Registration Statement
on Form S-1, filed January 7, 1994)
4.2 Bylaws of Richey Electronics, Inc. (Incorporated by
reference to the Registration Statement on Form S-1,
filed January 7, 1994)
23.1 Consent of McGladrey & Pullen, LLP.
6
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[McGLADREY & PULLEN, LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8
of our report, dated February 3, 1995, relating to the financial statements of
Richey Electronics, Inc.
/s/ McGLADREY & PULLEN, LLP
Pasadena, California
January 9, 1996
