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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 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)
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<S> <C>
FLORIDA 59-0559446
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification Number)
or Organization)
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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:
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<C> <C>
BENJAMIN P. BUTTERFIELD, ESQ. G. WILLIAM SPEER, ESQ.
GENERAL COUNSEL MARK A. LOEFFLER, ESQ.
HUGHES SUPPLY, INC. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
20 NORTH ORANGE AVENUE, SUITE 200 SIXTEENTH FLOOR
ORLANDO, FLORIDA 32801 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
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CALCULATION OF REGISTRATION FEE
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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.................. 5,104 $37.875 $193,314 $58.60
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Rights to Purchase Series A
Junior Participating
Preferred Stock, no par
value per share............ 5,104 rights N/A N/A $100(3)
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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 shareholders.
(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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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8 (FILE NO. 333-19007)
The Contents of the Registration Statement on Form S-8 filed by the
Registrant on December 30, 1996 relating to the ESOP are hereby incorporated by
reference pursuant to General Instruction E to Form S-8.
INCORPORATION BY REFERENCE OF CONTENTS OF THE REGISTRANT'S
ANNUAL REPORT ON FORM 10-K (FILE NO. 001-08772)
The Contents of the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 are hereby incorporated by reference.
ITEM 8. EXHIBITS
The following items are filed as exhibits to this Registration Statement:
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EXHIBIT
NO.: DESCRIPTION
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<S> <C> <C>
5.0 -- Opinion of Benjamin P. Butterfield, Esq.
23.1 -- Consent of Price Waterhouse LLP
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 of the
Registration Statement)
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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 27th day of May,
1997.
HUGHES SUPPLY, INC.
By: /s/ DAVID H. HUGHES
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David H. Hughes
Chairman of the Board and Chief
Executive Officer
/s/ J. STEPHEN ZEPF
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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.
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SIGNATURE TITLE DATE
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<C> <C> <C>
/s/ DAVID H. HUGHES Director May 27, 1997
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David H. Hughes
/s/ A. STEWART HALL, JR. Director May 27, 1997
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A. Stewart Hall, Jr.
/s/ VINCENT S. HUGHES Director May 27, 1997
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Vincent S. Hughes
/s/ JOHN D. BAKER II Director May 27, 1997
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John D. Baker II
/s/ ROBERT N. BLACKFORD Director May 27, 1997
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Robert N. Blackford
/s/ JOHN B. ELLIS Director May 27, 1997
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John B. Ellis
/s/ CLIFFORD M. HAMES Director May 27, 1997
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Clifford M. Hames
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SIGNATURE TITLE DATE
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<C> <C> <C>
/s/ HERMAN B. MCMANAWAY Director May 27, 1997
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Herman B. McManaway
/s/ DONALD C. MARTIN Director May 27, 1997
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Donald C. Martin
/s/ H. CORBIN DAY Director May 27, 1997
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H. Corbin Day
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <C> <S>
5.0 -- Opinion of Benjamin P. Butterfield, Esq.
23.1 -- Consent of Price Waterhouse LLP
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 of the
Registration Statement)
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EXHIBIT 5.0
May 28, 1997
Hughes Supply, Inc.
20 North 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 5,104 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 for the 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 and
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 21, 1997
appearing on page 27 of the Annual Report to Shareholders which is incorporated
by reference in the Hughes Supply, Inc. Annual Report on Form 10-K for the year
ended January 31, 1997.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Orlando, Florida
May 22, 1997
