<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
RICHARDSON ELECTRONICS, LTD.
(Name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2096643
(State or other jurisdiction (I.R.S. Employer
Identification
No.)
of incorporation or
organization)
</TABLE>
40W267 KESLINGER ROAD
LAFOX, IL 60147
(630) 208-2200
(Address, including zip code, and telephone number, including
area code of registrant's principal executive office)
WILLIAM G. SEILS
RICHARDSON ELECTRONICS, LTD.
40W267 KESLINGER ROAD
LAFOX, IL 60147
(630) 208-2370
FAX (630) 208-2950
E-MAIL [email protected]
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to
SCOTT HODES TIMOTHY R. M. BRYANT
DAVID S. GUIN MCDERMOTT, WILL & EMERY
ROSS & HARDIES 227 WEST MONROE STREET, SUITE 3100
150 N. MICHIGAN AVENUE CHICAGO, IL 60606-5096
CHICAGO, IL 60601-7567 (312) 372-2000
(312) 558-1000 FAX (312) 984-3669
FAX (312) 750-8600 E-MAIL [email protected]
E-MAIL [email protected]
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared effective.
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 of
1933, check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-49005
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. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.05 par value................ 690,000 $12 1/2 $8,625,000 $2,544.38
</TABLE>
(1) Includes an option to purchase 90,000 shares granted to the Underwriters to
cover over-allotments.
(2) Based on last sale price of Registrant's Common Stock on April 30, 1998
solely for purposes of calculating the registration fee pursuant to Rule
457(c).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-2 (Reg. No. 333-49005) filed by Richardson Electronics, Ltd. (the
"Company") with the Securities and Exchange Commission on March 31, 1998, as
amended, which was declared effective on April 29, 1998, are incorporated herein
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of LaFox, State of Illinois,
on April 30, 1998.
<TABLE>
<S> <C> <C>
RICHARDSON ELECTRONICS, LTD.
By: /s/ EDWARD J. RICHARDSON
-----------------------------------------
Edward J. Richardson
CHAIRMAN OF THE BOARD
By: /s/ WILLIAM J. GARRY
-----------------------------------------
William J. Garry
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on April 30, 1998.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S> <C>
/s/ EDWARD J. RICHARDSON* Chairman of the Board
- ------------------------------ (principal executive
Edward J. Richardson officer) and Director
/s/ BRUCE W. JOHNSON*
- ------------------------------ President and Director
Bruce W. Johnson
Vice President and Chief
/s/ WILLIAM J. GARRY* Financial Officer
- ------------------------------ (principal financial and
William J. Garry accounting officer) and
Director
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S> <C>
/s/ SCOTT HODES*
- ------------------------------ Director
Scott Hodes
/s/ SAMUEL RUBINOVITZ*
- ------------------------------ Director
Samuel Rubinovitz
/s/ ARNOLD R. ALLEN*
- ------------------------------ Director
Arnold R. Allen
/s/ KENNETH J. DOUGLAS*
- ------------------------------ Director
Kenneth J. Douglas
/s/ JACQUES BOUYER*
- ------------------------------ Director
Jacques Bouyer
/s/ HAROLD L. PURKEY*
- ------------------------------ Director
Harold L. Purkey
/s/ AD KETELAARS*
- ------------------------------ Director
Ad Ketelaars
- ------------------------------
*Signed by William G. Seils
PURSUANT TO POWER OF ATTORNEY.
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
1 Form of Underwriting Agreement NA
3(b) By-laws of the Company, as amended incorporated by reference to the Company's Annual NA
Report on Form 10-K for the fiscal year ended May 31, 1997.
4(a) Restated Certificate of Incorporation of the Company, incorporated by reference to NA
Appendix B to the Proxy Statement/ Prospectus dated November 13, 1986, incorporated
by reference to the Company's Registration Statement on Form S-4 Commission File No.
33-8696.
4(b) Specimen forms of Common Stock and Class B Common Stock certificates of the Company NA
incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on
Form S-1, Commission File No. 33-10834.
4(c) Indenture between the Company and Continental Illinois National Bank and Trust Company NA
of Chicago (including form of 7 1/4% Convertible Subordinated Debentures due
December 15, 2006) incorporated by reference to Exhibit 4(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1987.
4(c)(1) First Amendment to the Indenture between the Company and First Trust of Illinois, a NA
National Association, as successor to Continental Illinois National Bank and Trust
Company of Chicago, dated February 18, 1997, incorporated by reference to Exhibit
4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended February
28, 1997.
4(d) Indenture between the Company and American National Bank and Trust Company, as NA
Trustee, for 8 1/4% Convertible Senior Subordinated Debentures due June 15, 2006
(including form of 8 1/4% Convertible Senior Subordinated Debentures due June 15,
2006) incorporated by reference to Exhibit 10 of the Company's Schedule 13E-4, filed
February 18, 1997.
5 Opinion of Ross & Hardies regarding legality E
10(a) $35,000,000 Amended and Restated Senior Revolving Credit Note Facility Agreement dated NA
August 20, 1996 with American National Bank and Trust Company incorporated by
reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997.
10(a)(1) Second Amended Agreement regarding $35,000,000 Amended and Restated Senior Revolving NA
Credit and Note Facility Agreement made as of November 28, 1997 between Richardson
Electronics, Ltd. as Borrower and American National Bank and Trust Company as
Lender, incorporated by reference to Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1997.
10(a)(2) Loan Agreement dated as of March 1, 1998 among Richardson Electronics, Ltd., various NA
lending institutions and American National Bank and Trust Company of Chicago as
Agent, establishing a $50,000,000 Credit Facility, incorporated by reference to
Exhibit 10(a) of the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998.
</TABLE>
S-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
10(b) Industrial Building Lease, dated April 10, 1996 between the Company and the American NA
National Bank and Trust Company, as trustee under Trust No. 56120 dated 2-23-83
incorporated by reference to Exhibit 10(b) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1996.
10(c) Revolving credit agreement and term loan dated February 18, 1997 between Richardson NA
Electronics Acquisition Corporation and First Chicago NBD Bank, Canada, together
with guarantee of the Company, incorporated by reference to Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997.
10(c)(1) Second Amending Agreement made as of August 22, 1997 between Burtek Systems Inc. as NA
Borrower and First Chicago NBD Bank, Canada as Lender and Richardson Electronics,
Ltd. as Guarantor, incorporated by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1997.
10(c)(2) Amended and Restated Credit Agreement made as of March 1, 1998 between Burtek Systems NA
Inc. as Borrower and First Chicago NBD Bank, Canada as Lender and Richardson
Electronics, Ltd. and Guarantor, incorporated by reference to Exhibit 10(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.
10(d) The Corporate Plan for Retirement NA
The Profit Sharing / 401(k) Plan
Fidelity Basic Plan Document No. 07 dated June 1, 1996, incorporated by reference to NA
Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1996
10(e) The Company's Amended and Restated Incentive Stock Option Plan effective April 8, 1987 NA
incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1987.
10(e)(1) First Amendment to the Company's Amended and Restated Incentive Stock Option Plan NA
effective April 11, 1989 incorporated by reference to Exhibit 10(l)(1) to the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1989.
10(e)(2) Second Amendment to the Company's Amended and Restated Incentive Stock Option Plan NA
effective April 11, 1989 incorporated by reference to Exhibit 10(l)(2) to the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1991.
10(e)(3) Third Amendment to the Company's Amended and Restated Incentive Stock Option Plan NA
effective April 11, 1989 dated August 15, 1996, incorporated by reference to the
Company's Proxy Statement used in connection with its Annual Meeting of Stockholders
held October 1, 1996.
10(f) The Company's Amended and Restated Employees Stock Purchase Plan, incorporated by NA
reference to the Company's Proxy Statement used in connection with its Annual
Meeting of Stockholders held October 2, 1985.
</TABLE>
S-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
10(f)(1) First Amendment to Amended and Restated Employees Stock Purchase Plan, incorporated by NA
reference to Appendix D to the Company's Proxy Statement/Prospectus dated November
13, 1986 included in its Registration Statement on Form S-4, Commission File No.
33-8696.
10(f)(2) Second Amendment to Amended and Restated Employees Stock Purchase Plan, incorporated NA
by reference to Appendix E to the Company's Proxy Statement/Prospectus dated
November 13, 1986 included in its Registration Statement on Form S-4, Commission
File No. 33-8696.
10(f)(3) Third Amendment to Amended and Restated Employees Stock Purchase Plan incorporated by NA
reference to Exhibit 10(m)(3) to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1990.
10(f)(4) Fourth Amendment to Amended and Restated Employees Stock Purchase Plan incorporated by NA
reference to Exhibit 10(m)(4) to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1991.
10(f)(5) Fifth Amendment to Amended and Restated Employees Stock Purchase Plan incorporated by NA
reference to Exhibit 10(m)(5) to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1991.
10(f)(6) Sixth Amendment to Amended and Restated Employees Stock Purchase Plan dated August 15, NA
1996, incorporated by reference to the Company's Proxy Statement used in connection
with its Annual Meeting of Stockholders held October 1, 1996.
10(g) Richardson Electronics, Ltd. Employees 1996 Stock Purchase Plan incorporated by NA
reference to Appendix A of the Company's Proxy Statement dated September 3, 1996 for
its Annual Meeting of Stockholders held on October 1, 1996.
10(h) Employees Stock Ownership Plan and Trust Agreement, effective as of June 1, 1987, NA
dated July 14, 1994, incorporated by reference to Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1994.
10(h)(1) First Amendment to Employees Stock Ownership Plan and Trust Agreement, dated July 12, NA
1995, incorporated by reference to Exhibit 10(g)(1) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 31, 1995.
10(h)(2) Second Amendment to Employees Stock Ownership Plan and Trust Agreement, dated July 12, NA
1995, dated April 10, 1996, incorporated by reference to the Company's Proxy
Statement used in connection with its Annual Meeting of Stockholders held October 1,
1996.
10(i) Stock Option Plan for Non-Employee Directors incorporated by reference to Appendix A NA
to the Company's Proxy Statement dated August 30, 1989 for its Annual Meeting of
Stockholders held on October 18, 1989.
10(j) Richardson Electronics, Ltd. 1996 Stock Option Plan for Non-Employee Directors, NA
incorporated by reference to Appendix C of the Company's Proxy Statement dated
September 3, 1996 for its Annual Meeting of Stockholders held on October 1, 1996.
</TABLE>
S-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
10(k) The Company's Employees' Incentive Compensation Plan incorporated by reference to NA
Appendix A to the Company's Proxy Statement dated August 31, 1990 for its Annual
Meeting of Stockholders held on October 9, 1990.
10(k)(1) First Amendment to Employees Incentive Compensation Plan incorporated by reference to NA
Exhibit 10(p)(1) to the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1991.
10(k)(2) Second Amendment to Employees Incentive Compensation Plan dated August 15, 1996, NA
incorporated by reference to the Company's Proxy Statement used in connection with
its Annual Meeting of Stockholders held October 1, 1996.
10(l) Richardson Electronics, Ltd. Employees' 1994 Incentive Compensation Plan incorporated NA
by reference to Exhibit A to the Company's Proxy Statement dated August 31, 1994 for
its Annual Meeting of Stockholders held on October 11, 1994.
10(l)(1) First Amendment to the Richardson Electronics, Ltd. Employees' 1994 Incentive NA
Compensation Plan dated August 15, 1996, incorporated by reference to the Company's
Proxy Statement used in connection with its Annual Meeting of Stockholders held
October 1, 1996.
10(m) Richardson Electronics, Ltd. 1996 Incentive Compensation Plan incorporated by NA
reference to Appendix B of the Company's Proxy Statement dated September 3, 1996 for
its Annual Meeting of Stockholders held on October 1, 1996.
10(n) Correspondence outlining Agreement between the Company and Arnold R. Allen with NA
respect to Mr. Allen's employment by the Company, incorporated by reference to
Exhibit 10(v) to the Company's Annual Report on Form 10-K, for the fiscal year ended
May 31, 1985.
10(n)(1) Letter dated February 3, 1992 between the Company and Arnold R. Allen outlining Mr. NA
Allen's engagement as a consultant by the Company, incorporated by reference to
Exhibit 10 (r)(1) to the Company's Annual Report on Form 10-K, for the fiscal year
ended May 31, 1992.
10(n)(2) Letter dated April 1, 1993 between the Company and Arnold R. Allen regarding Mr. NA
Allen's engagement as consultant by the Company, incorporated by reference to
Exhibit 10(i)(2) to the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1994.
10(o) Letter dated January 14, 1992 between the Company and Jacques Bouyer setting forth the NA
terms of Mr. Bouyer's engagement as a management consultant by the Company for
Europe, incorporated by reference to Exhibit 10(t)(1) to the Company's Annual Report
on Form 10-K for the fiscal year ended on May 31, 1992.
10(o)(1) Letter dated January 15, 1992 between the Company and Jacques Bouyer setting forth the NA
terms of Mr. Bouyer's engagement as a management consultant by the Company for the
United States, incorporated by reference to Exhibit 10(t)(1) to the Company's Annual
Report on Form 10-K for the fiscal year ended on May 31, 1992.
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
10(p) Letter dated January 13, 1994 between the Company and Samuel Rubinovitz setting forth NA
the terms of Mr. Rubinovitz' engagement as management consultant by the Company
incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form
10-K for the fiscal year ended on May 31, 1994.
10(q) Letter dated April 4, 1994 between the Company and Bart F. Petrini setting forth the NA
terms of Mr. Petrini's employment by the Company, incorporated by reference to
Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year ended
on May 31, 1994.
10(r) Letter dated May 20, 1994 between the Company and William J. Garry setting forth the NA
terms of Mr. Garry's employment by the Company, incorporated by reference to Exhibit
10(p) to the Company's Annual Report on Form 10-K for the fiscal year ended on May
31, 1994.
10(s) Letter dated October 17, 1994 between the Company and Flint Cooper setting forth the NA
terms of Mr. Cooper's employment by the Company, incorporated by reference to
Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1994.
10(t) Agreement dated January 16, 1997 between the Company and Dennis Gandy setting forth NA
the terms of Mr. Gandy's employment by the Company, incorporated by reference to
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997.
10(u) Agreement dated March 21, 1997 between the Company and David Gilden setting forth the NA
terms of Mr. Gilden's employment by the Company, incorporated by reference to
Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997.
10(v) Employment agreement dated as of November 7, 1996 between the Company and Bruce W. NA
Johnson incorporated by reference to Exhibit (c)(4) of the Company's Schedule 13
E-4, filed December 18, 1996.
10(w) Employment Agreement dated as of January 26, 1998 between the Company and Norman NA
Hilgendorf, incorporated by reference to Exhibit 10(c) of the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1998.
10(x) Employment contract dated May 10, 1993 as amended March 23, 1998 between the Company NA
and Pierluigi Calderone incorporated by reference to Exhibit 10(d) of the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.
10(y) The Company's Directors and Officers Liability Insurance Policy issued by Chubb Group NA
of Insurance Companies Policy Number 8125-64-60A, incorporated by reference to
Exhibit 10(u) to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1991.
10(y)(1) The Company's Directors and Officers Liability Insurance Policy renewal issued by NA
Chubb Group of Insurance Companies Policy Number 8125-64-60E, incorporated by
reference to Exhibit 10(t)(1) to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1996.
</TABLE>
S-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION FILING METHOD
- ----------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
10(y)(2) The Company's Excess Directors and Officers Liability and Corporate Indemnification NA
Policy issued St. Paul Mercury Insurance Company Policy Number 900DX0216,
incorporated by reference to Exhibit 10(t)(2) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1996.
10(y)(3) The Company's Directors and Officers Liability Insurance Policy issued by CNA NA
Insurance Companies Policy Number DOX600028634, incorporated by reference to Exhibit
10(t)(3) to the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1996.
10(z) Distributor Agreement, executed August 8, 1991, between Registrant and Varian NA
Associates, Inc., incorporated by reference to Exhibit 10(d) of the Company's
Current Report on Form 8-K for September 30, 1991.
10(z)(1) Amendment, dated as of September 30, 1991, between Registrant and Varian Associates, NA
Inc., incorporated by reference to Exhibit 10(e) of the Company's Current Report on
Form 8-K for September 30, 1991.
10(z)(2) First Amendment to Distributor Agreement between Varian Associates, Inc. and the NA
Company as of April 10, 1992, incorporated by reference to Exhibit 10(v)(5) of the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.
10(z)(3) Consent to Assignment and Assignment dated August 4, 1995 between Registrant and NA
Varian Associates Inc., incorporated by reference to Exhibit 10(s)(4) of the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995.
10(z)(4) Final Judgment, dated April 1, 1992, in the matter of United States of America v. NA
Richardson Electronics, Ltd., filed in the United States District Court for the
Northern District of Illinois, Eastern Division, as Docket No. 91 C 6211
incorporated by reference to Exhibit 10(v)(7) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1992.
10(aa) Trade Mark License Agreement dated as of May 1, 1991 between North American Philips NA
Corporation and the Company incorporated by reference to Exhibit 10(w)(3) of the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1991.
10(bb) Agreement among Richardson Electronics, Ltd., Richardson Electronique S.A., Covelec NA
S.A. (now known as Covimag S.A.), and Messrs. Denis Dumont and Patrick Pertzborn,
delivered February 23, 1995, translated from French, incorporated by reference to
Exhibit 10(b) to the Company's Report on Form 8-K dated February 23, 1995.
10(cc) Settlement Agreement by and between the United States of America and Richardson NA
Electronics, Ltd. dated May 31, 1995 incorporated by reference to Exhibit 10(a) to
the Company's Report on Form 8-K dated May 31, 1995.
23(a) Consent of Independent Auditors. E
23(b) Consent of Ross & Hardies. +
</TABLE>
- ------------------------
NA Previously filed.
E Filed herewith.
+ Included in Exhibit 5
S-8
<PAGE>
EXHIBIT 5.1
April 30, 1998
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147
Re: Registration Statement on Form S-2
----------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-2 (the "Registration
Statement") being filed by Richardson Electronics, Ltd., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to the offer and sale of up to 690,000 shares of Common Stock, $0.05 par
value per share (the "Common Stock") of the Company (including a 15%
underwriter's over-allotment option) of which up to 345,000 will be sold by
the Company and up to 345,000 will be sold by the Selling Stockholder.
Each term used herein that is defined in the Registration Statement and
not otherwise defined herein shall have the meaning specified in the
Registration Statement.
We are familiar with the proceedings to date with respect to the proposed
offering of the Common Stock and have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of procedure,
law and fact, as we have considered relevant and necessary as a basis for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to originals of all documents submitted to us
as certified copies or photocopies and the authenticity of the originals of
such copied or photocopied documents.
Based on the foregoing, and subject to the qualifications set forth
hereinafter, we are of the opinion that:
<PAGE>
Richardson Electronics, Ltd.
May 1, 1998
Page 2
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. The Common Stock has been duly authorized and, when issued and sold
in accordance with the Registration Statement, will be legally issued, fully
paid and nonassessable shares of Common Stock of the Company.
We express no opinion as to the application of the securities or blue
sky laws of the various states to the issuance of the Common Stock.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and the related Prospectus, and to the
filing of this opinion as an Exhibit to the Registration Statement.
Very truly yours,
ROSS & HARDIES
By: /s/ David S. Guin
------------------------------
A Partner
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Registration Statement on
Form S-2, as amended, (No. 333-49005) and related Prospectus of Richardson
Electronics Ltd. incorporated by reference in this Registration Statement on
Form S-2 for the registration of 690,000 shares of its common stock and to
the inclusion of and incorporation by reference in the Registration Statement
on Form S-2, as amended, (No. 333-49005) of our report dated July 8, 1997
(except for "Earnings per Share" in Note A as to which the date is February
28, 1998) with respect to the consolidated financial statements of Richardson
Electronics Ltd. incorporated by reference in its Annual Report (Form 10-K)
for the year ended May 31, 1997 and the related schedule included therein,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
April 28, 1998
