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As filed with the Securities and Exchange Commission on December 30, 1996.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUGHES SUPPLY, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 59-0559446
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
20 NORTH ORANGE AVENUE
SUITE 200
ORLANDO, FLORIDA 32801
(Address of Principal Executive Offices) (Zip Code)
SUNBELT SUPPLY CO.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
(Full Title of the Plan)
J. STEPHEN ZEPF
TREASURER AND CHIEF FINANCIAL OFFICER
HUGHES SUPPLY, INC.
20 NORTH ORANGE AVENUE
SUITE 200
ORLANDO, FLORIDA 32801
(Name and Address of Agent for Service)
(407) 841-4755
(Telephone Number, Including Area Code, of Agent for Service)
COPIES OF COMMUNICATIONS TO:
BENJAMIN P. BUTTERFIELD, ESQ. G. WILLIAM SPEER, ESQ.
GENERAL COUNSEL POWELL, GOLDSTEIN, FRAZER & MURPHY
HUGHES SUPPLY, INC. SIXTEENTH FLOOR
20 NORTH ORANGE AVENUE, SUITE 200 191 PEACHTREE STREET, N.E.
ORLANDO, FLORIDA 32801 ATLANTA, GEORGIA 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share . . . . . . . . . . . 181,818 $ 42.50 $ 7,727,265 $ 2,341.60
- ------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series A
Junior Participating Preferred
Stock, no par value per share . 181,818 rights N/A N/A $100(3)
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</TABLE>
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(1) Representing shares to be issued by Registrant to the Sunbelt Supply Co.
Employee Stock Ownership Plan and Trust (the "ESOP") in connection with that
certain Acquisition Agreement dated December 30, 1996 by and among the
Registrant, Sunbelt Supply Co., the ESOP and certain other stockholders.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities
Act").
(3) The rights to purchase the Series A Junior Participating Preferred
Stock will be attached to and trade with shares of the Registrant's Common
Stock. Value attributable to such rights, if any, will be reflected in the
market price of the shares of the Registrant's Common Stock. The fee paid
represents the minimum statutory fee pursuant to Section 6(b) of the Securities
Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) 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 Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 26, 1996. (File No. 001-08772);
(2) The Registrant's Registration Statement on Form S-3
(Registration No. 333-15675) declared effective by the
Commission on November 14, 1996;
(3) The Registrant's Quarterly Report filed on Form 10-Q for the
quarterly period ended April 30, 1996 (File No. 001-08772);
(4) The Registrant's Quarterly Report filed on Form 10-Q for the
quarterly period ended July 31, 1996 (File No. 001-08772);
(5) The Registrant's Quarterly Report filed on Form 10-Q for the
quarterly period ended October 31, 1996 (File No. 001-08772);
(6) The Registrant's Current Report on Form 8-K filed with the
Commission on March 27, 1996 (File No. 001-08772);
(7) The Registrant's Current Report on Form 8-K filed with the
Commission on May 13, 1996 (File No. 001-08772);
(8) The Registrant's Current Report on Form 8-K filed with the
Commission on October 23, 1996 (File No. 001-08772); and
(9) The description of the Registrant's Common Stock contained on
the Registrant's registration statement on Form 8-A as filed
with the Commission pursuant to Section 12 of the Securities
Act (File No. 001-08772).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
as amended, prior to filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing such
documents.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act permits, and
in some cases requires, the Registrant as a Florida corporation to indemnify a
director, officer, employee, or agent of the Registrant, or any person serving
at the request of the Registrant in any such capacity with respect to another
entity, against certain expenses and liabilities incurred as a party to any
proceeding, including, among others, a proceeding under the Securities Act of
1933, as amended (the "Securities Act"), brought against such person by reason
of the fact that such person is or was a director, officer, employee, or agent
of the Registrant or is or was serving in such capacity with respect to another
entity at the request of the Registrant. With respect to actions, other than
in the right of the Registrant, such indemnification is permitted if such
person acted in good faith and in a manner such person reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal action or proceeding, if such person had no reasonable
cause to believe his or her conduct was unlawful. Termination of any such
action by judgment, order, settlement or conviction or a plea of nolo
contendere, or its equivalent shall not, of itself, create a presumption that
such person did not act in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant, or
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
With respect to any action threatened, pending or completed in the
right of the Registrant to procure a judgment in its favor against any such
person, the Registrant may indemnify any such person against expenses actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit, including the appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which any such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties to the Registrant unless the
Court in which the action was brought determines that despite the adjudication
of liability, but in view of all the circumstances in the case, such person is
fairly and reasonably entitled to indemnity for such expenses.
Section 607.0850 also provides that if any such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether brought in the right of the Registrant or otherwise, such
person shall be indemnified against expenses actually and reasonably incurred
by him or her in connection therewith.
If any director or officer does not succeed upon the merits or
otherwise in defense of an action, suit or proceeding, then unless pursuant to
a determination made by a court, indemnification by the Registrant shall be
made only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper because he or she has met
the applicable standard of conduct. Any such determination may be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit, or
proceeding;
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(b) If such a quorum is not obtainable or, even if obtainable, by
a majority vote of a committee duly designated by the Board of Directors (in
which Directors who are parties may participate) consisting solely of two or
more Directors not at the time parties to the proceeding;
(c) By independent legal counsel selected by the Board of
Directors prescribed in paragraph (a) or the committee prescribed in paragraph
(b); or if a quorum of the Directors cannot be obtained for paragraph (a) or
the committee cannot be designated under paragraph (b) selected by a majority
vote of the full Board of Directors (in which Directors who are parties may
participate); or
(d) By the shareholders by a majority vote of a quorum consisting
of shareholders who were not parties to the proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceedings.
Section 607.0850 also contains a provision authorizing corporations to
purchase and maintain liability insurance on behalf of its directors and
officers. For some years the Registrant has maintained an insurance policy
which insures directors and officers of the Registrant against amounts the
director or officer is obligated to pay in respect of his legal liability,
whether actual or asserted, for any negligent act, any error, any omission or
any breach of duty which, subject to the applicable limits and terms of the
policy, include damages, judgments, settlements, costs of investigation, and
costs, charges and expenses incurred in the defense of actions, suits, or
proceedings or appeals thereto, subject to the exceptions, limitations and
conditions set forth in the policy.
ITEM 8. EXHIBITS.
The following items are filed as exhibits to this Registration
Statement:
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<CAPTION>
Exhibit No.: Description
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<S> <C>
4.1 Restated Articles of Incorporation of the Registrant,
as amended(1)
4.2 Composite By-laws of Registrant(2)
4.3 Form of Common Stock Certificate of the Registrant(3)
5.0 Opinion of Benjamin P. Butterfield, Esq.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Benjamin P. Butterfield, Esq.
appears in his opinion filed as Exhibit 5
24.0 Power of Attorney (included in the signature page in
Part II of the Registration Statement)
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q filed for the quarter ended July 31, 1994.
(2) Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q filed for the quarter ended July 31, 1994.
(3) Incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly
Report on Form 10-Q filed for the quarter ended October 31, 1984.
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Act of 1934 (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(2) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(3) 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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
an offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(5) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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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
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Orlando, State of Florida, on this 30th day of
December 1996.
HUGHES SUPPLY, INC.
By: /s/ David H. Hughes
----------------------------------------
David H. Hughes
Chairman of the Board
and Chief Executive Officer
/s/ J. Stephen Zepf
-----------------------------------------
J. Stephen Zepf
Treasurer and Chief Financial Officer,
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hughes and J. Stephen Zepf, or
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities to sign any or all 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 each of said attorneys-in-fact and agents 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 as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David H. Hughes Director December 30, 1996
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David H. Hughes
/s/ A. Stewart Hall, Jr. Director December 30, 1996
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A. Stewart Hall, Jr.
/s/ Vincent S. Hughes Director December 30, 1996
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Vincent S. Hughes
/s/ Russell V. Hughes Director December 30, 1996
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Russell V. Hughes
/s/ John D. Baker II Director December 30, 1996
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John D. Baker II
/s/ Robert N. Blackford Director December 30, 1996
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Robert N. Blackford
/s/ John B. Ellis Director December 30, 1996
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John B. Ellis
/s/ Clifford M. Hames Director December 30, 1996
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Clifford M. Hames
/s/ Herman B. McManaway Director December 30, 1996
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Herman B. McManaway
/s/ Donald C. Martin Director December 30, 1996
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Donald C. Martin
/s/ H. Corbin Day Director December 27, 1996
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H. Corbin Day
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EXHIBIT 5.0
HUGHES SUPPLY, INC. [LOGO] 20 NORTH AVENUE--SUITE 200
P.O. BOX 2273
ORLANDO, FL 32802-2273
(407) 841-4795
December 30, 1996
Hughes Supply, Inc.
20 N. Orange Avenue
Suite 200
Orlando, Florida 32801
Re: Registration Statement on Form S-8
Gentlemen:
I am general counsel of Hughes Supply, Inc., a Florida corporation (the
"Company"). I am furnishing this opinion in connection with the preparation
and filing by the Company of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance by the Company of 181,818
shares of its common stock, par value $1.00 per share (the "Common Stock"), to
the Sunbelt Supply Co. Employee Stock Ownership Plan and Trust (the "Plan") in
connection with that certain Acquisition Agreement dated December 30, 1996 by
and among the Company, Sunbelt Supply Co., Larry A. Feld, Brent W. Scheps and
the Plan.
I have examined the Plan, copies of the Restated Articles of
Incorporation and Bylaws of the Company, the Registration Statement, and such
other corporate records and documents as I deemed necessary to form the basis
of this opinion hereinafter expressed.
In my examination of such material, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
and the conformity to original documents of all copies submitted to me. As to
questions of fact material to such opinion, I have relied upon statements of
officers and representatives of the Company and others.
Based on the foregoing, it is my opinion that the shares of Common
Stock being registered will, when issued in accordance with the Plan, be
legally issued, fully paid and nonassessable shares of Common Stock of the
Company.
I hereby consent to the references to me in the Registration Statement
as an attorney who will pass on the legal matters in connection with the
offering and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Benjamin P. Butterfield
---------------------------
Benjamin P. Butterfield
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Hughes Supply, Inc. of our report dated March 14,
1996, except as to the pooling of interests with Electric Laboratories and
Sales Corporation and ELASCO Agency Sales, Inc. which is as of April 26, 1996,
relating to the consolidated financial statements of Hughes Supply, Inc.,
which appears in the Form S-3 (No. 333-15675) of Hughes Supply, Inc.
PRICE WATERHOUSE LLP
Orlando, Florida
December 30, 1996
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EXHIIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion and incorporation by reference in this registration
statement on Form S-8 of Coopers & Lybrand's report dated March 17, 1994, on
Coopers & Lybrand's audit of the consolidated statements of income,
shareholders' equity, and cash flows of Hughes Supply, Inc. and susidiaries for
the fiscal year ended January 28, 1994, which report is incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year ended
January 26, 1996.
/s/ Coopers & Lybrand L.L.P.
Orlando, Florida
December 27, 1996
