As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
20 North Orange Avenue, Suite 200, Orlando, Florida 32801
(Address of Principal Executive Office) (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:
Benjamin P. Butterfield Michael L. Jamieson
General Counsel and Secretary Holland & Knight LLP
Hughes Supply, Inc. P.O. Box 1288
20 North Orange Avenue, Suite 200 400 North Ashley Drive, Suite 2300
Orlando, Florida 32801 Tampa, Florida 33602
(407) 841-4755 (813) 227-8500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------- ----------------------- ----------------- ------------------- ------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to be offering price aggregate registration
to be registered Registered(1) per unit(2) offering price(2) fee
--------------------------------- ----------------------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 100,000 $18.31 $1,831,000 $483.38
per share
--------------------------------- ----------------------- ----------------- ------------------- ------------------
Rights to Purchase Series A 100,000 N/A N/A N/A
Junior Participating Preferred
Stock, no par value per share (3)
--------------------------------- ----------------------- ----------------- ------------------- ------------------
</TABLE>
(1)Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the employee benefit plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of outstanding Common Stock. In addition, pursuant to Rule
416(c) under 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)Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 (h)(1) under the Securities Act based on
the average high and low sales price of the Registrant's Common Stock on June
26, 2000, as reported by the New York Stock Exchange.
(3) The rights (the "Rights") to purchase the Series A Junior Participating
Preferred Stock will be attached to and traded 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.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General
Instruction E to Form S-8 to register 100,000 additional securities to be
offered pursuant to the Hughes Supply, Inc. Directors' Stock Option Plan. A
registration statement on Form S-8 was filed on September 5, 1997 (Registration
No. 333-35059) to register 202,500 shares of Common Stock offered pursuant to
the Hughes Supply, Inc. Directors' Stock Option Plan. That registration
statement is currently effective and its contents are incorporated herein by
reference.
3
<PAGE>
PART II
INFORMATION REQUIRED IN 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 28, 2000 (File No. 001-08772), and Amendment No. 1
thereto;
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 30, 2000 (File No. 001-08772);
(3) The Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on May 16, 2000, as filed with the Commission on
April 14, 2000 (File No. 001-08772);
(4) The description of the Registrant's Common Stock contained
in the Form 8-A dated May 22, 1998 as filed with the Commission under
Section 12 of the Exchange Act (File No. 001-08772); and
(5) The description of the Rights contained in the Form 8-A
dated May 22, 1998 as filed with the Commission under Section 12 of 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 the 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 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.
II-1
<PAGE>
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 proceeding.
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.
The Registrant's By-Laws contain provisions making indemnification of
the Registrant's directors and officers mandatory to the full extent permitted
by Section 607.0850, including circumstances in which indemnification is
otherwise discretionary. The By-Laws also provide for advancement of expenses of
directors and officers in connection with a proceeding for which the director or
officer it entitled to indemnity and specifically authorize the Registrant to
obtain insurance to cover directors and officers.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3.1 to Form 10-Q
for the quarter ended April 30, 1997 as filed with the
Commission).
4.2 Form of Articles of Amendment to Restated Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit 99.2 to Form 8-A dated May 22, 1998 as filed with the
Commission).
4.3 Composite By-laws, as amended, of the Registrant (incorporated
by reference to Exhibit 3.2 to Form 10-Q for the quarter ended
October 31, 1999 as filed with the Commission).
4.4 Form of certificate representing shares of the Registrant's
common stock, $1.00 par value (incorporated by reference to
Exhibit 4.1 to Form 10-Q for the quarter ended July 31, 1997
as filed with the Commission).
4.5 Rights Agreement dated as of May 20, 1998 between Hughes
Supply, Inc. and American Stock Transfer & Trust Registrant
(incorporated by reference to Exhibit 99.2 to Form 8-A dated
May 22,
II-2
<PAGE>
1998 as filed with the Commission).
5.1 Opinion of Benjamin P. Butterfield, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Benjamin P. Butterfield, Esq. appears in his
opinion filed as Exhibit 5.1
24.0 Power of Attorney (included in the signature page in Part II
of the Registration Statement)
99.1 Directors' Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.4 to Form 10-Q for the quarter ended
October 31, 1999 as filed with the Commission).
II-3
<PAGE>
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, thereunto duly
authorized, in the City of Orlando, State of Florida, on June 29, 2000.
HUGHES SUPPLY, INC.
By: /s/ David H. Hughes
-------------------------------------------
David H. Hughes
Chairman of the Board and Chief Executive
Officer
II-4
<PAGE>
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
--------- ----- ----
<S> <C> <C>
/s/ David H. Hughes Chairman of the Board and Chief June 29, 2000
----------------------------------------------------- Executive Officer (Principal
David H. Hughes Executive Officer)
/s/ J. Stephen Zepf Treasurer and Chief Financial June 29, 2000
----------------------------------------------------- Officer (Principal Financial and
J. Stephen Zepf Accounting Officer)
/s/ A. Stewart Hall, Jr. President, Chief Operating June 29, 2000
----------------------------------------------------- Officer and Director
A. Stewart Hall, Jr.
/s/ Vincent S. Hughes Vice President and Director June 29, 2000
-----------------------------------------------------
Vincent S. Hughes
/s/ John D. Baker II Director June 29, 2000
-----------------------------------------------------
John D. Baker II
/s/ Robert N. Blackford Director June 29, 2000
-----------------------------------------------------
Robert N. Blackford
/s/ H. Corbin Day Director June 29, 2000
-----------------------------------------------------------
H. Corbin Day
/s/ William P. Kennedy Director June 29, 2000
-----------------------------------------------------
William P. Kennedy
</TABLE>
II-5
<PAGE>
INDEX OF EXHIBITS
5.1 Opinion of Benjamin P. Butterfield, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Benjamin P. Butterfield, Esq. appears in his
opinion filed as Exhibit 5.1
24.0 Power of Attorney (included in the signature page in Part II
of the Registration Statement)
-----------------------
