<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on June 15, 1998
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
Anixter International Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1658138
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4711 Golf Road
Skokie, Illinois 60076
(Address of Principal Executive Offices) (Zip Code)
ANIXTER INTERNATIONAL INC.
1998 Stock Incentive Plan
(Full Title of the Plan)
John Dul
4711 Golf Road
Skokie, Illinois 60076
(Name and Address of Agent For Service)
(847) 677-2600
(Telephone Number, Including Area Code, of Agent For Service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Amount Proposed Proposed Maximum Amount of
Title of Securities to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Common Stock ($1.00 per 3,000,000 $18.125 $54,375,000 $16,041
share par value)............ shares
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices as reported on the Composition Tape for the New York Stock Exchange
on June 12, 1998.
<PAGE> 2
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Anixter
International Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
January 2, 1998.
(b) The description of the Company's Common Stock under the caption
"Description of Registrant's Securities to be Registered" included in
the Company's Registration Statement No. 33-12390 dated March 4,
1987.
(c) The Company's Quarterly Report on Form 10-Q for the 13 weeks ended
April 3, 1998.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain Legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company by James E. Knox, Senior
Vice President-Law and Secretary of the Company. Mr. Knox holds a total of
approximately 562,000 shares and options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") and
Article IX of the Company's By-laws authorize and empower the Company to
indemnify the directors, officers, employees and agents of the Company against
liabilities incurred in connection with, and related expenses resulting from,
any claim, action or suit brought against any such person as a result of his
relationship with the Company, provided that such persons acted in accordance
with a stated standard of conduct in connection with the acts or events on
which such claim, action or suit is
2
<PAGE> 3
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily determinative
of the questions of whether such persons have met the required standard of
conduct and are, accordingly, entitled to be indemnified.
In addition, Article IX of the Company's Restated Certificate of
Incorporation, as amended, provides that the Company's directors do not have
personal liability to the Company or its stockholders for monetary damages for
any breach of their fiduciary duty as directors except (i) for a breach of the
duty of loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for willful or
negligent violations of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends or
(iv) for any transaction from which the director derived an improper personal
benefit. Subject to these exceptions, under Article IX directors do not have
any personal liability to the Company or its stockholders for any violation of
their fiduciary duty.
The Company has entered into indemnification agreements with each of its
directors and officers (the "Indemnification Agreements"). The Indemnification
Agreements provide for the prompt indemnification "to the fullest extent
permitted by law" and for the prompt advancement of expenses, including
attorney's fees and other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness or participating in
(including on appeal) any threatened, pending or completed action, suit or
proceeding related to the fact that such director or officer is or was a
director, officer, employee, trustee, agent or fiduciary of the Company or is
or was serving at the request of the Company as a director, officer, employee,
trustee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of anything done
by a director in any such capacity. The Indemnification Agreements further
provide that the Company has the burden of providing that a director or officer
is not entitled to indemnification in any particular case.
The Company has purchase insurance policies that, if any officer or
director of the Company or its subsidiaries becomes legally obligated to make a
payment (including legal fees and expenses) in connection with an alleged
wrongful act, the insurer will reimburse such officers and directors if the
indemnification payments, as provided above, are not made by the Company or its
subsidiaries to such officers and directors. Wrongful act means any breach of
duty, neglect, error, misstatement, misleading statement or other act done by
an officer or director of the Company or any subsidiary.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
3
<PAGE> 4
ITEM 9. UNDERTAKINGS.
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 of 1933;
(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;
Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information
required to be included in a post- effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference 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.
The undersigned registrant hereby undertakes 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 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 that time shall be deemed to be the initial bona fide offering thereof.
4
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this registration statement, or
amendment thereto, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on June 12, 1998.
Anixter International Inc.
/s/ James E. Knox
-----------------------------------------------
James E. Knox
Senior Vice President-Law and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JUNE 10, 1996 BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED.
LORD JAMES BLYTH* Director
- ---------------------------------------
Lord James Blyth
ROD F. DAMMEYER* Director
- ---------------------------------------
Rod F. Dammeyer
ROBERT E. FOWLER, JR.* Director
- ---------------------------------------
Robert E. Fowler, Jr.
/s/ JAMES M. FROISLAND Vice President-Controller
- ---------------------------------------
James M. Froisland
/s/ ROBERT W. GRUBBS President, Chief Executive Officer,
- --------------------------------------- and Director
Robert W. Grubbs
F. PHILIP HANDY* Director
- ----------------------------------------
F. Philip Handy
MELVYN N. KLEIN* Director
- ----------------------------------------
Melvyn N. Klein
/s/ DENNIS J. LETHAM Sr. Vice President-Finance and
- --------------------------------------- Chief Financial Officer
Dennis J. Letham
JOHN R. PETTY* Director
- ---------------------------------------
John R. Petty
SHELI Z. ROSENBERG* Director
- ---------------------------------------
Sheli Z. Rosenberg
5
<PAGE> 6
STUART M. SLOAN* Director
- ----------------------------------------
Stuart M. Sloan
THOMAS C. THEOBALD* Director
- ----------------------------------------
Thomas C. Theobald
SAM ZELL* Director
- ----------------------------------------
Sam Zell
*By /s/ James E. Knox
-------------------------------
James E. Knox (Attorney in fact)
James E. Knox, as attorney in fact for each person indicated
6
<PAGE> 7
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
(4a) 1998 Stock Incentive Plan
(4b) Form of Stock Option Grant (incorporated
by reference from Anixter International
Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1995,
Exhibit 10.27).
(5) Opinion and Consent of James E. Knox, Esq.
(23) Consent of Ernst & Young LLP.
(24) Power of Attorney.
7
<PAGE> 1
Exhibit 4a
ANIXTER INTERNATIONAL INC.
1998 STOCK INCENTIVE PLAN
1. PURPOSE AND EFFECTIVE DATE. Anixter International Inc. (the "Company")
has established this 1998 Stock Incentive Plan (the "Plan") to facilitate the
retention and continued motivation of key employees, consultants and directors
and to align more closely their interests with those of the Company and its
stockholders. The effective date of the Plan shall be the approval of the
Company's shareholders at the 1998 Annual Meeting.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). The
Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the
Committee's interpretations of the Plan, and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or
Committee member shall be liable for any determination, decision or action made
in good faith with respect to the Plan.
3. SHARES SUBJECT TO PLAN. A total of 3,000,000 shares of Common Stock of
the Company ("Shares") may be issued pursuant to the Plan. The Shares may be
authorized but unissued Shares or Shares reacquired by the Company and held in
its treasury. Grants of incentive awards under the Plan will reduce the number
of Shares available thereunder by the maximum number of Shares obtainable under
such grants. If all or any portion of the Shares otherwise subject to any
grant under the Plan are not delivered for any reason including, but not
limited to, the cancellation, expiration or termination of any option right or
unit, the settlement of any award in cash, the forfeiture of any restricted
stock, or the repurchase of any Shares by the Company from a participant for
the cost of the participant's investment in the Shares, such number of Shares
shall be available again for issuance under the Plan. The number of Shares
covered by or specified in the Plan and the number of Shares and the purchase
price for Shares under any outstanding awards, may be adjusted proportionately
by the Committee for any increase or decrease in the number of issued Shares or
any change in the value of the Shares resulting from a subdivision or
consolidation of Shares, reorganization, recapitalization, spin-off, payment of
stock dividends on the Shares any other increase or decrease in the number of
issued Shares made without receipt of consideration by the Company, or the
payment of an extraordinary cash dividend.
4. ELIGIBILITY. All key employees, active consultants and directors of
the Company and its subsidiaries are eligible to be selected to receive a grant
under the Plan by the Committee. The Committee may condition eligibility under
the Plan or participation under the Plan, and any grant or exercise of an
incentive award under the Plan on such conditions, limitations or restrictions
as the Committee determines to be appropriate for any reason. No person may be
granted in any period of two consecutive calendar years, awards covering more
than 750,000 Shares.
<PAGE> 2
5. AWARDS. The Committee may grant awards under the Plan to eligible
persons in the form of stock options (including incentive stock options within
the meaning of section 422 of the Code), stock grants, stock units, restricted
stock, stock appreciation rights, performance shares and units and dividend
equivalent rights, and reload options to purchase additional Shares if Shares
are delivered in payment of any other options, and shall establish the number
of Shares subject to each such grant and the terms thereof, including any
adjustments for reorganizations and dividends, subject to the following:
(a) All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions not
inconsistent with the Plan as the Committee shall prescribe.
(b) The exercise price of any option or stock appreciation right
shall not be less than 85% of the fair market value of a
corresponding number of Shares as of the date of grant, except that
such minimum option price may be reduced (but not below par value)
in the case of options granted in consideration of a reduction in
compensation by the amount of such reduction.
(c) No more than 20% of the Shares may be awarded in a form other
than options or stock appreciation rights unless such Shares are in
payment of compensation earned or due at the time of the award or
within one year thereof.
6. ADMINISTRATION OF THE PLAN. The Board of Directors or the Committee
may from time to time suspend, terminate, revise or amend the Plan or the terms
of any grant in any respect whatsoever, provided that, without the approval of
the stockholders of the Company, no such revision or amendment may increase the
number of Shares subject to the Plan or expand those eligible for grants under
the Plan.
<PAGE> 1
[ANIXTER INTERNATIONAL LETTERHEAD]
Exhibit 5
June 12, 1998
Anixter International Inc.
Two North Riverside Plaza
Suite 1900
Chicago, Illinois 60606
Gentlemen:
In my capacity as Senior Vice President-Law of Anixter International Inc., a
Delaware corporation (the "Company"), I have acted as counsel to the Company in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") pertaining to the registration by the Company of up to 3,000,000
shares (the "Shares") of the Company's Common Stock, par value $1.00 per share
(the "Common Stock") in connection with the Company's 1998 Stock Incentive Plan
(the "Plan"). The Plan is not subject to the requirements of the Employee
Retirement Security Act of 1974, as amended, or qualified pursuant to Section
401(a) of the Internal Revenue Code of 1986.
In that connection, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I deemed necessary for the purposes of this opinion.
For purposes of this opinion, I have assumed the authenticity of all documents
submitted to me as originals, the conformity to the originals of all documents
submitted to me as copies, and the authenticity of the originals of all
documents submitted to me as copies. I have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company, and the due authorization, execution
and delivery of all documents by parties thereto other than the Company.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Delaware.
2. The Shares have been duly authorized for issuance and when
issued in accordance with the Plan will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration
Statement.
[ANIXTER INTERNATIONAL LETTERHEAD]
<PAGE> 2
Anixter International Inc.
June 10, 1996
Page Two of Two
I render no opinion as to the laws of any jurisdiction other than the internal
law of the State of Illinois and the United States of America and the internal
corporate law of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
/s/ James E. Knox
James E. Knox
Senior Vice President-Law
and Secretary
<PAGE> 1
EXHIBIT 23.1
Consent Of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Anixter International Inc. 1998 Stock Incentive
Plan of our report dated February 9, 1998, with respect to the consolidated
financial statements and schedules of Anixter International Inc. included in
its Annual Report (Form 10-K) for the year ended January 2, 1998, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
June 11, 1998
10
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of
Anixter International Inc., a Delaware corporation (the "Corporation"), which
is going to file a Registration Statement on Form S-8 with the Securities and
Exchange Commission under the provisions of the Securities Exchange Act of
1933, as amended, in connection with the Corporation's 1998 Stock Incentive
Plan, hereby constitutes and appoints John Dul, Dennis J. Letham, and James E.
Knox, and each of them, her or his true and lawful attorneys-in-fact and
agents, with full power and all capacities, to sign the Corporation's
Registration Statement on Form S-8 and any or all amendments thereto, including
any prospectus or amended prospectus contained therein, and any other documents
in connection therewith, to be filed with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power of
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto set his or her hand
and seal as of the 29th day of May, 1998.
/s/ Lord James Blyth /s/ John R. Petty
- ---------------------------------- ------------------------------
Lord James Blyth John R. Petty
/s/ Rod F. Dammeyer /s/ Sheli Z. Rosenberg
- ---------------------------------- ------------------------------
Rod F. Dammeyer Sheli Z. Rosenberg
/s/ Robert E. Fowler /s/ Stuart M. Sloan
- ---------------------------------- ------------------------------
Robert E. Fowler Stuart M. Sloan
/s/ Robert W. Grubbs /s/ Thomas C. Theobald
- ---------------------------------- ------------------------------
Robert W. Grubbs Thomas C. Theobald
/s/ F. Philip Handy /s/ Samuel Zell
- ---------------------------------- ------------------------------
F. Philip Handy Samuel Zell
/s/ Melvyn N. Klein
- ----------------------------------
Melvyn N. Klein
11
