<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997.
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)
<TABLE>
<S> <C>
FLORIDA 59-0559446
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
20 NORTH ORANGE AVENUE
SUITE 200
ORLANDO, FLORIDA 32801
(Address of Principal Executive Offices) (Zip Code)
HUGHES SUPPLY, INC.
DIRECTORS' STOCK OPTION PLAN
(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:
<TABLE>
<S> <C>
BENJAMIN P. BUTTERFIELD, ESQ. MARK A. LOEFFLER, ESQ.
GENERAL COUNSEL POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
HUGHES SUPPLY, INC. SIXTEENTH FLOOR
20 NORTH ORANGE AVENUE, SUITE 200 191 PEACHTREE STREET, N.E.
ORLANDO, FLORIDA 32801 ATLANTA, GEORGIA 30303
</TABLE>
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(1) REGISTERED(2) PER SHARE(3) PRICE(3) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share........................... 202,500 $26.125 $5,290,313 $1,604
- ----------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series A Junior
Participating Preferred Stock,
no par value per share(4)....... 202,500 N/A N/A N/A
======================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Representing shares to be issued by Registrant to the Hughes Supply, Inc.
Directors' Stock Option Plan (the "Directors' Stock Plan").
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act.
(4) 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.
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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 31, 1997 (File No. 001-08772);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1997 (File No. 001-08772);
(3) The Registrant's Registration Statement on Form S-3 (Registration
No. 333-27937) as filed with the Commission on May 28, 1997;
(4) The Registrant's Registration Statement on Form S-3 (Registration
No. 333-31523) as filed with the Commission on July 17, 1997;
(5) The Registrant's Current Report on Form 8-K filed with the
Commission on February 18, 1997 (File No. 001-08772); and
(6) 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 Exchange Act of 1934,
as amended (the "Exchange 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 Exchange Act 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.
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,
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
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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;
(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:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
4.1 -- Restated Articles of Incorporation of the Registrant, as
amended(1)
4.2 -- Composite By-laws of the Registrant(2)
4.3 -- Form of Common Stock Certificate of the Registrant(3)
23.1 -- Consent of Price Waterhouse LLP
24.0 -- Power of Attorney (included in the signature page in Part II
of the Registration Statement)
</TABLE>
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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 April 30, 1997.
(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.
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(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
(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.
(2) That, for the purpose 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 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
Securities Exchange 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 shall be deemed to be a new 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.
(h) 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 Securities and Exchange 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 actin, 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 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 Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Orlando, State of Florida, on this 31st day of
August, 1997.
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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DAVID H. HUGHES Director August 31, 1997
- -----------------------------------------------------
David H. Hughes
/s/ A. STEWART HALL, JR. Director August 31, 1997
- -----------------------------------------------------
A. Stewart Hall, Jr.
/s/ VINCENT S. HUGHES Director August 31, 1997
- -----------------------------------------------------
Vincent S. Hughes
/s/ JOHN D. BAKER II Director August 31, 1997
- -----------------------------------------------------
John D. Baker II
/s/ ROBERT N. BLACKFORD Director August 11, 1997
- -----------------------------------------------------
Robert N. Blackford
/s/ H. CORBIN DAY Director August 31, 1997
- -----------------------------------------------------
H. Corbin Day
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN B. ELLIS Director August 31, 1997
- -----------------------------------------------------
John B. Ellis
/s/ CLIFFORD M. HAMES Director August 31, 1997
- -----------------------------------------------------
Clifford M. Hames
/s/ DONALD C. MARTIN Director August 31, 1997
- -----------------------------------------------------
Donald C. Martin
/s/ HERMAN B. MCMANAWAY Director August 31, 1997
- -----------------------------------------------------
Herman B. McManaway
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
4.1 -- Restated Articles of Incorporation of the Registrant, as
amended(1)
4.2 -- Composite By-laws of the Registrant(2)
4.3 -- Form of Common Stock Certificate of the Registrant(3)
23.1 -- Consent of Price Waterhouse LLP
24.0 -- Power of Attorney (included in the signature page in Part II
of the Registration Statement)
</TABLE>
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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 April 30, 1997.
(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.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 21, 1997, which appears on page
27 of the 1997 Annual Report to Shareholders of Hughes Supply, Inc., which is
incorporated by reference in Hughes Supply, Inc. Annual Report on Form 10-K for
the year ended January 31, 1997.
Price Waterhouse LLP
Orlando, Florida
September 4, 1997
