As filed with the Securities and Exchange Commission on April 10, 1998
Registration No. 33-89994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8/S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JACO ELECTRONICS, INC.
xact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
11-1978958
(I.R.S. Employer Identification No.)
145 Oser Avenue, Hauppauge, New York 11788
(Address of Principal Executive Offices, including zip code)
Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan
Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors
(Full Title of the Plan)
Joel H. Girsky Copy to:
President Michael R. Reiner, Esq.
Jaco Electronics, Inc. Morrison Cohen Singer & Weinstein, LLP
145 Oser Avenue 750 Lexington Avenue
Hauppauge, NY 11788 New York, NY 10022
(516) 273-5500 (212) 735-8600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered (1) Price per Share (2) Aggregate Offering Price Registration Fee
================================== ================ ============================== ========================= ==================
<S> <C> <C> <C> <C>
Common Stock Purchase Options 306,667 (4) $6.688 $2,050,988.90 $605.04
------ -------------
- ---------------------------------- ---------------- ------------------------------ ------------------------- ------------------
Common Stock, $.10 par value 306,667 (4) $6.688 $2,050,988.90 (3)
------ -------------
</TABLE>
(1) This Registration Statement includes an indeterminable number of shares of
Common Stock which may be issued under the antidilution provisions of the
Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended, and
constitutes the average of the bid and asked price of the Common Stock as
reported on the Nasdaq National Market on April 10, 1998.
(3) No additional filing fee is required with respect to the shares of Common
Stock to be offered for resale.
(4) This number has been adjusted to give retroactive effect to a 4-for-3 stock
split of the Company's Common Stock effected on September 22, 1995.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8/S-3 (Registration Statement No. 33-89994) contains two parts. The first
part contains a prospectus pursuant to Form S-3 (in accordance with Section C of
the General Instructions to Form S-8) which covers reoffers and resales of
control securities and restricted securities of the Registrant which previously
have been issued or which shall be issued upon exercise of options granted
pursuant to the Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan and
the Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors. The
second part contains Information Required in the Registration Statement pursuant
to Part II of Form S-8 and certain items from Information Not Required in the
Prospectus pursuant to Part II of Form S-3. Pursuant to the Note to Part I of
Form S-8, the Plan Information specified by Part I is not being filed with the
Securities and Exchange Commission.
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PROSPECTUS
JACO ELECTRONICS, INC.
222,730 Shares of Common Stock
(Par Value $0.10 Per Share)
This Prospectus relates to 222,730 shares (the "Shares") of common
stock, par value $0.10 per share (the "Common Stock"), of Jaco Electronics,
Inc., a New York corporation (the "Company" or "Jaco"), which may be sold from
time to time by the selling shareholders named herein (the "Selling
Shareholders"). The Shares have been issued or are issuable to the Selling
Shareholders pursuant to options (the "Options") granted under certain stock
option agreements between the Company and the Selling Shareholders. The Company
has received or will receive various amounts ranging from approximately $4.77 to
$12.75 for each Share issued upon the exercise of the Options. The Company will
not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders. All expenses of registration incurred in connection with this
offering are being borne by the Company; all selling and other expenses incurred
by the Selling Shareholders in connection with the sale of the Shares will be
borne by the Selling Shareholders. The Company is not aware of any underwriting
arrangements with respect to the sale of any of the Shares by the Selling
Shareholders.
The Shares may be offered by or for the account of the Selling
Shareholders, from time to time, on the NASDAQ National Market or on any stock
exchange on which the Shares may be listed at the time of sale, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers who may receive compensation in the form of discounts,
concessions, or commissions from the Selling Shareholders and/or the purchasers
of the Shares (which compensation as to a particular broker-dealer might be in
excess of customary commissions). Any broker-dealer acquiring Shares from a
Selling Shareholder may sell such Shares in its normal market making activities,
through other brokers on a principal or agency basis, in negotiated
transactions, or through a combination of such methods. See "Selling
Shareholders" and "Plan of Distribution."
The Common Stock is traded in the NASDAQ National Market under the symbol
"JACO". On April 6, 1998 the closing price of the Common Stock was $6.75 per
share.
------------------------
The Common Stock offered hereby involves a high degree of
risk. See "Risk Factors" commencing on page 5 hereof.
------------------------
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus, and any information or representation not contained or incorporated
by reference herein should not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer of any securities other
than those described on the cover page or an offer to sell or a solicitation of
an offer to buy the Shares in any State or other jurisdiction where, or to any
person to whom, it is unlawful to make such offer. Neither the delivery of this
Prospectus nor any sales made hereunder, under any circumstances, shall create
any implication that there has been no change in the affairs of the Company
between the date hereof and the date of any such sale.
The date of this Prospectus is April 10, 1998.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copies may be obtained at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the Commission at Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such information may also be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Commission's web
site can be accessed at http://www.sec.gov. Any such reports, proxy statements
and other information filed or to be filed by the Company may also be inspected
at the offices of the National Association of Securities Dealers, Inc., Market
Listing Section, 1735 K Street, N.W., Washington, D.C. 20006. The Common Stock
is traded on NASDAQ/NMS, and the Company's reports (and proxy and information
statements when filed) may be inspected at the offices of The Nasdaq Stock
Market, Inc., located at 1735 K Street, N.W., Washington, D.C. 20006.
A Post-Effective Amendment to the Registration Statement on Form
S-8/S-3 (Registration Statement No. 33-89994), together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement") has been filed with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Shares offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement, exhibit or other document referred to herein are not
necessarily complete, and each statement is qualified in all respects by
reference to the copies of documents filed or incorporated by reference as an
exhibit to the Registration Statement or otherwise filed with the Commission.
See also "Incorporation of Certain Documents by Reference."
The Company intends to furnish to holders of Common Stock for each
fiscal year an annual report which contains consolidated financial statements
prepared in accordance with United States generally accepted accounting
principles and audited and reported on, with an opinion expressed by, an
independent public accounting firm, and such other reports as may be required by
law.
All share and per share data contained in this Prospectus or
incorporated in this Prospectus by reference has been adjusted to give
retroactive effect to a 4-for-3 stock split of the Company's Common Stock
effected on September 22, 1995.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed by the Company with
the Commission are incorporated by reference in this Prospectus:
1. The Annual Report on Form 10-K for the fiscal year ended June 30, 1997;
2. The Quarterly Reports on Form 10-Q for the fiscal quarters ended September
30, 1997 and December 31, 1997;
3. Definitive Proxy Statement, dated November 3, 1997 for the Annual Meeting
of Shareholders held on December 9, 1997;
4. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred
to in (1) above; and
5. The description of the Common Stock contained in the Company's registration
statement filed under the Exchange Act registering such Common Stock under
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold, or deregistering all of the Shares that, at the time of such
post-effective amendment, remain unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in any document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written or telephone requests for such documents should be
directed to Mr. Jeffrey Gash, Vice President-Finance, Jaco Electronics, Inc.,
145 Oser Avenue, Hauppauge, New York 11788. The Company's telephone number is
(516) 273-5500.
4
<PAGE>
RISK FACTORS
Investors should be aware that ownership of the Common Stock of the
Company involves certain risks, including those described below, which could
adversely affect the value of their holdings of Common Stock. The Company does
not make, nor has it authorized any other person to make, any representation
about the future market value of the Company's Common Stock. Portions of this
Prospectus contain certain "forward looking" statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward looking statements. Although the Company
believes that the assumptions underlying the forward looking statements
contained herein are reasonable, any of the assumptions could prove inaccurate,
and therefore, there can be no assurance that the forward looking statements
included herein will prove to be accurate. In addition to the other information
contained in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Shares offered hereby.
Dependence on Suppliers. Substantially all of the Company's inventory
has and will be purchased from suppliers with which the Company has entered into
non-exclusive distributor agreements. Such agreements are typically cancelable
on short notice. These agreements are generally designed to protect the Company
against product obsolescence and price. Currently, the Company has non-exclusive
distribution agreements with many manufacturers. However, there can be no
assurance that these distribution agreements will not be canceled.
In the fiscal year ended June 30, 1997, of the Company's top ten
suppliers, only Kemet Electronics Corporation accounted for more than 10% of net
sales and the remaining nine each accounted for between 9.5% and 2.0% of net
sales. No other supplier accounted for more than 1% of net sales. While the
Company does not believe that the loss of any one supplier would have a material
adverse impact upon the Company, the Company's future success will depend in
large part on maintaining relationships with existing suppliers and developing
relationships with new ones. The loss of, or significant disruptions in,
relationships with major suppliers could have a material adverse effect on the
Company's business, since there can be no assurance that the Company will be
able to replace lost suppliers. As is common in the electronics distribution
industry, from time to time the Company has experienced terminations of
relationships with suppliers which affected its results of operations in
post-termination fiscal periods.
At various times, there have been shortages of components in the
electronics industry and certain components, including certain semiconductor
devices and capacitors, have been subject to limited allocation by some of the
Company's suppliers. Although such shortages and allocations have not had a
material adverse effect on the Company's results of operations or finances,
there can be no assurance that future shortages or allocations would not have
such an effect on the Company.
Competition. The electronics distribution industry is highly competitive,
primarily with respect to price and product availability. The Company competes
with large national distributors as well as regional and specialty distributors,
many of whom distribute the same or competitive
5
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products. Some of the Company's competitors have significantly greater name
recognition and greater financial and other resources than those of the Company.
There can be no assurance that the Company will continue to compete successfully
with existing or new competitors and failure to do so would have a material
adverse effect on the Company's operating results.
In addition, the printed circuit boards ("PCB") contract manufacturing
industry is highly fragmented and is characterized by relatively high levels of
volatility, competition and pricing and margin pressure. As a turnkey contract
manufacturer of PCBs, the Company procures the required raw materials and
components, manages the assembly and test operations, and supplies the PCBs in
accordance with the customer's delivery schedule and quality requirements for
the finished product. The Company believes that contract manufacturers which are
affiliated or integrated with electronics distributors have competitive
advantages over comparably-sized, stand-alone contract manufacturers. However,
there can be no assurance that the Company will be able to maintain its current
customers or obtain new customers in such a volatile industry or that the
Company will be able to obtain sufficient raw materials to meet its customers'
needs.
Dependence on Key Personnel. The Company is highly dependent upon the
services of its executive officers, including Joel H. Girsky, its Chairman,
President and Treasurer, and Charles B. Girsky, its Executive Vice President and
Director. The loss of the services of either Joel or Charles Girsky, or one or
more of the Company's other key executives, could have a material adverse effect
upon the business of the Company. While the Company believes that it would be
able to locate suitable replacements for its executives if their services were
lost, there can be no assurance that it would be able to do so. The Company's
future success will also depend in part upon its continuing ability to attract
and retain highly qualified personnel.
Uncertainty of Future Acquisitions. The Company's continued growth
depends, in part, upon its ability to identify and acquire compatible
electronics distributors and/or contract manufacturers and to integrate the
acquired operations. Although the Company has been successful in the past with
its acquisitions, there can be no assurance that the Company will be able to
locate additional appropriate acquisition candidates or, if identified, any of
such candidates will be acquired or that the operations of acquired candidates
will be effectively integrated or prove profitable. The completion of future
acquisitions will require the expenditure of significant amounts of capital and
management effort. Moreover, unexpected problems encountered in connection with
the Company's acquisitions could have a material adverse effect on the Company.
Foreign Manufacturing and Trade Regulation. A significant number of the
components sold by the Company are manufactured by foreign manufacturers. As a
result, the Company, and its ability to sell certain products at competitive
prices, could be adversely affected by increases in tariffs or duties, changes
in trade treaties, strikes or delays in air or sea transportation, and possible
future United States legislation with respect to pricing and/or import quotas on
products from foreign countries. The supply of components to the Company from
its Asian manufacturers could also be affected by the recent volatility of the
Asian financial markets. The Company's ability to be competitive with respect to
sales of imported components could be affected by other governmental
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<PAGE>
actions and policy changes relating to, among other things, anti-dumping and
other international antitrust legislation and adverse currency fluctuations
which could have the effect of making components manufactured abroad more
expensive. Because the Company purchases products from United States
subsidiaries or affiliates of foreign manufacturers, the Company's purchases are
paid for in U.S. dollars, which usually reduces or eliminates the potential
adverse effects of currency fluctuations. While the Company does not believe
that the factors involving foreign components supply have not adversely impacted
its business in the past, there can be no assurance that such factors will not
materially adversely affect its business in the future.
Industry Cyclicality and Potential Quarterly Fluctuations. The
electronics distribution industry has been affected historically by general
economic downturns, which have had an adverse economic effect upon
manufacturers, end-users of electronic components and electronic component
distributors such as the Company. In addition, the life-cycle of existing
electronic products and the timing of new product development and introduction
can affect demand for electronic components. The Company's results of operations
for any particular period may be adversely affected by numerous factors, such as
the loss of key suppliers or customers, price competition, problems incurred in
managing inventories or receivables, the timing or cancellation of orders from
major customers, the timing or cancellation or purchase orders with suppliers
and the timing of expenditures in anticipation of increased sales and customer
product delivery requirements. Price competition in the industries in which the
Company competes is intense and could result in gross margin declines, which
could have an adverse impact on the Company's profitability. In various periods
in the past, the Company's operating results have been affected by all of these
factors.
Continued Control By Present Shareholders and Management. Prior to the
offering, upon exercise of all stock options held by Messrs. Joel H. Girsky and
Charles B. Girsky, whether or not such options are currently exercisable, they
will own an aggregate of 872,513 shares of Common Stock. Together, they will own
and control approximately 21.8% of the outstanding capital stock of the Company.
Upon completion of the offering, assuming the Girskys sell all shares issuable
upon exercise of such options, they would own approximately 18.4% of the
outstanding capital stock of the Company. As a result of such stock ownership
and their positions as executive officers and directors, the Girskys may be in a
position to influence both the election of the Board of Directors and the
day-to-day affairs of the Company.
Shares Eligible for Future Sale. As of the date of this Prospectus, a
total of approximately 1,007,265 shares of Common Stock are held by executive
officers and/or directors of the Company, including shares issuable upon
exercise of options and warrants, whether or not such options and warrants are
currently exercisable. As of the date of this Prospectus, a total of
approximately 692,035 shares are currently saleable pursuant to Rule 144
promulgated under the Securities Act. In general, Rule 144 provides that any
person holding restricted securities, acquired from the issuer or from an
affiliate of the issuer, for a minimum of one year may sell, every three months,
an amount of securities equal to the greater of 1% of the Company's outstanding
shares of Common Stock or the average weekly reported volume of trading in such
shares on all national securities exchanges and/or reported through the
automated quotation system of a registered securities association during
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the four calendar weeks preceding the filing of the notice of proposed sale.
Non-affiliates holding such restricted shares may sell such shares after two
years without regard to this volume limitation. The possibility of such sales
under Rule 144 could have an adverse effect upon the market price of the Common
Stock.
In addition, the Company has registered the sale of 300,000 shares of
Common Stock authorized for issuance under the Company's Restricted Stock Plan
on a registration statement on Form S-8. The sale of such shares could also have
an adverse effect upon the market price of the Common Stock.
Dividends. On March 10, 1995, the Company paid a 10% stock dividend in
shares of Common Stock to holders of record as of February 16, 1995.
The Company has not paid any cash dividends on its Common Stock and
does not anticipate paying dividends on its shares in the foreseeable future,
inasmuch as it expects to employ all available cash in the continued growth of
its business. Further, the Company's agreement with its lenders prohibits
payment of cash dividends.
Possible Volatility of Stock Price. The market price of the Common
Stock could be subject to significant fluctuations in response to such factors
as, among others, variations in the anticipated or actual results of operations
of the Company or of other distributors in the electronics industry and changes
in conditions affecting the economy generally, the financial markets or the
electronics distribution industry. Furthermore, the relatively light trading
volume in the Common Stock may exacerbate such volatility.
USE OF PROCEEDS
The Company will not realize any proceeds from the sale of the Shares
which may be sold pursuant to this Prospectus for the respective accounts of
each of the Selling Shareholders. The Company, however, will derive proceeds of
approximately $1,478,793 if all of the Options are exercised. Such proceeds will
be available to the Company for working capital and general corporate purposes.
No assurance can be given, however, as to when or if any or all of the Options
will be exercised. See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
Identity of Selling Shareholders; Number of Shares Offered
The following table sets forth (i) the name of each Selling
Shareholder, (ii) the nature of any position, office, or other material
relationship which each such Selling Shareholder has had with the
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Company or any of its affiliates within the last three years, (iii) the number
of shares of Common Stock owned by each such Selling Shareholder prior to the
offering, (iv) the number of shares of Common Stock offered for each such
Selling Shareholder's account, and (v) the number of shares of Common Stock and
the percentage owned by each such Selling Shareholder after completion of the
offering, assuming all Shares offered pursuant to this Prospectus are sold.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Percentage
Owned Prior to Offered for Account Owned After
Selling Shareholder Relationship to Company Offering (1) of Selling Shareholder Offering (2)
- ------------------- ----------------------- -------------- ---------------------- -------------
<S> <C> <C> <C> <C>
Joel H. Girsky President, Treasurer and Director 561,739 (3) 96,799 11.7%
Charles B. Girsky Executive Vice President and Director 310,774 (4) 40,000 6.9%
Stephen A. Cohen Director 31,188 (5) 26,399 *
Edward M. Frankel Director 26,399 (5) 26,399 0%
Joseph F. Hickey, Jr. Director 31,433 (6) 2,933 *
Jeffrey D. Gash Vice President, Finance 29,565 (7) 19,033 *
Herbert Entenberg Vice President of Management and
Information Systems, and Secretary 16,167 (8) 11,167 *
--------
222,730
</TABLE>
* Less than 1%
(1) Includes all shares of Common Stock which may be acquired by such Selling
Shareholder upon the exercise of stock options whether or not presently
exercisable.
(2) Based upon (i) 3,866,221 shares of Common Stock outstanding as of the date
of this Prospectus plus (ii) as to each Selling Shareholder, the number of
Shares of Common Stock that may be acquired by such Selling Shareholder
upon the exercise of his options whether or not presently exercisable.
Excludes 199,500 shares of treasury stock.
(3) Includes (i) 96,799 shares of Common Stock which may be acquired upon the
exercise of options granted under the Company's 1993 NonQualified Stock
Option Plan, as amended (the "1993 Non-Qualified Plan") and (ii) 25,000
shares of Common Stock issued or issuable pursuant to the Jaco Electronics,
Inc. Restricted Stock Plan (the "Restricted Stock Plan").
(4) Includes (i) 242,077 shares of Common Stock owned by the Girsky Family
Trust, (ii) 40,000 shares of Common Stock which may be acquired upon the
exercise of options granted under the Company's 1993 Non-Qualified Plan and
(iii) 25,000 shares of Common Stock issued or issuable pursuant to the
Restricted Stock Plan.
(5) Includes 26,399 shares of Common Stock which may be acquired upon the
exercise of options granted under the Company's 1993 Stock Option Plan For
Outside Directors.
(6) Includes (i) 1,000 shares of Common Stock, (ii) 17,500 shares of Common
Stock which may be acquired by Cleary Gull Reiland and McDevitt Inc., the
underwriters for the Company's 1995 public offering, upon the exercise of
warrants granted to it by the Company, (iii) 10,000 shares of Common Stock
which may be acquired upon the exercise of non-qualified stock options
granted to Mr. Hickey by the Company and (iv) 2,933 shares of Common Stock
which may be acquired upon the exercise of options granted under the
Company's 1993 Stock Option Plan For Outside Directors. The reporting
person disclaims beneficial ownership of the shares of Common Stock which
may be acquired upon the exercise of the warrants, except to the extent of
his pecuniary interest therein.
(7) Includes (i) 19,033 shares of Common Stock which may be acquired upon the
exercise of options granted under the Company's 1993 NonQualified Plan and
(ii) 10,000 shares of Common Stock issued or issuable to Mr. Gash pursuant
to the Restricted Stock Plan.
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(8) Includes (i) 11,167 shares of Common Stock which may be acquired upon the
exercise of options granted under the Company's 1993 NonQualified Plan and
(ii) 5,000 shares of Common Stock issued or issuable to Mr. Entenberg
pursuant to the Restricted Stock Plan.
Joel H. Girsky has been a Director and executive officer of the Company
since it was founded in 1961. He also is a director of Nastech Pharmaceutical
Company, Inc. of Hauppauge, New York, and Frequency Electronics, Inc. of
Uniondale, New York. Messrs. Joel H. Girsky and Charles B. Girsky are brothers.
Charles B. Girsky became an executive officer of the Company on August 2,
1985 and has been its Executive Vice President since January 1988. Since April,
1984, he has been President of Distel, Inc., a wholly-owned subsidiary of the
Company since August, 1985. He was a founder, Director, and the President of the
Company from 1961 through January, 1983, and was elected a Director of the
Company again in 1986. Messrs. Charles B. Girsky and Joel H. Girsky are
brothers.
Stephen A. Cohen has been a Director of the Company since 1970. Since
August, 1989, he has practiced law as a member of Morrison Cohen Singer &
Weinstein, LLP, general counsel to the Company.
Edward M. Frankel became a Director of the Company in May, 1984. For more
than five years, he has been President of Vitaquest International, Inc., a
distributor of vitamins and health and beauty products, and its predecessor
entities.
Joseph F. Hickey, Jr. became a Director of the Company on May 28, 1997.
Since February 1, 1991, he has been employed by Cleary Gull Reiland and McDevitt
Inc., an investment banking firm located in Milwaukee, Wisconsin. He is serving
as a managing director of Cleary Gull Reiland and McDevitt Inc.'s syndication
department.
Jeffrey D. Gash became Vice President of Finance of the Company in January,
1989, and was Controller of the Company for more than five years prior thereto.
He has also served in similar capacities with the Company's subsidiaries.
Herbert Entenberg has served as Vice President of Management and
Information Systems, and Secretary since 1988. Mr. Entenberg oversees management
information systems and operations of the Company and is responsible for
developing and implementing the Company's inventory control system.
PLAN OF DISTRIBUTION
The sales of the Shares by the Selling Shareholders may be effected, from
time to time, on the NASDAQ National Market System or on any stock exchange on
which the Shares may be listed at the time of sale, in negotiated transactions,
or through a combination of such methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices related
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to such prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of Shares (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit on the resale of Shares as principal might be
deemed to be underwriting compensation under the Securities Act.
Any broker-dealer acquiring shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the NASDAQ National Market System, at
prices related to such prevailing market prices, at negotiated prices, or a
combination of such methods.
The Company has advised the Selling Shareholders that anti-manipulative
Regulation M under the Exchange Act may apply to their sales in the market, has
furnished the Selling Shareholders with a copy of Regulation M and has informed
the Selling Shareholders of the possible need for them to deliver copies of this
Prospectus. The Selling Shareholders may indemnify any broker-dealer that
participates in transactions involving the sale of the Shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and, if any such broker-dealers purchase Shares as principal,
any profits received on the resale of such Shares, may be deemed to underwriting
discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
pursuant to Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of Shares involved, the price at
which such Shares were sold by the Selling Shareholder, the commission paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set forth in this
Prospectus.
Any Shares which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under that Rule rather than pursuant to this
Prospectus.
There can be no assurances that the Selling Shareholders will sell any
or all of the Shares offered by them hereunder.
All expenses of the registration of the Shares will be paid for by the
Company.
11
<PAGE>
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed
upon for the Company by Morrison Cohen Singer & Weinstein, LLP, 750 Lexington
Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements and schedules of the Company as
of June 30, 1997 and 1996, and for each of the years in the three-year period
ended June 30, 1997, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of Grant Thornton LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
INDEMNIFICATION
Sections 721 to 725 of the New York Business Corporation Law ("NYBCL")
permit indemnification of directors, officers, and employees of corporations
under certain circumstances and subject to certain limitations. Section 726 of
the NYBCL permits the purchase of insurance to indemnify the corporation and its
officers and directors, subject to certain limitations. Section 402(b) of the
NYBCL permits the inclusion of a provision in the certificate of incorporation
of a corporation eliminating or limiting the personal liability of directors to
the corporation or its shareholders for damages for any breach of duty in such
capacity, subject to certain limitations.
Article VI, Section 1 of the Company's By-laws, as amended through June
18, 1987, provides that the Company shall indemnify each director and officer of
the Company elected, appointed, or continuing to serve after the adoption of
Article VI of the By-laws, and may indemnify all other persons whom the Company
is authorized to indemnify under the provisions of the NYBCL, to the fullest
extent permitted by law, against all legal, accounting, and other expenses and
liabilities incurred in connection with any pending or threatened action, suit,
or proceeding, civil or criminal, or in connection with any appeal therein, or
otherwise, and no provision of the By-laws is intended to be construed as
limiting, prohibiting, denying, or abrogating any of the general or specific
powers or rights conferred under the NYBCL upon the Company to furnish, or upon
any court to award, such indemnification, or indemnification as otherwise
authorized by the NYBCL or other law now or hereafter in effect.
Article EIGHTH of the Company's Restated Certificate of Incorporation
provides that the personal liability of the directors of the Company is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the NYBCL, as the same may be amended and supplemented.
12
<PAGE>
The Company maintains directors and officers insurance which, subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including, but
not limited to, any error, misstatement, act, or omission) by the directors or
officers in the discharge of their duties, and insures the Company against
amounts which it has paid or may become obligated to pay as indemnification to
its directors and/or officers to cover such losses.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3 (Form S-8). Incorporation of Documents by Reference.
Items 4, 6, 7 and 9 of Part II of the Company's Registration Statement
on Form S-8/S-3 (Registration Statement No. 33-89994) filed with the Securities
and Exchange Commission and automatically effective on March 3, 1995 are
incorporated by reference in this Prospectus
Item 5 (Form S-8). Interests of Named Experts and Counsel
Legal Matters
The legality of the shares of Common Stock offered by this Registration
Statement has been passed upon for the Company by Morrison Cohen Singer &
Weinstein, LLP, 750 Lexington Avenue, New York, New York 10022.
Experts
The consolidated financial statements and schedules of the Company as
of June 30, 1997 and 1996, and for each of the years in the three-year period
ended June 30, 1997, have been incorporated by reference herein in reliance upon
the report of Grant Thornton LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing.
Item 8 (Form S-8) and Item 16 (Form S-3). Exhibits
Exhibit No. Description
4.1 Jaco Electronics, Inc. 1981 Incentive Stock Option Plan, as amended (filed
as Exhibit 4.1 to the Company's Registration on Form S-8/S-3 (Registration
Statement No. 33- 89994), filed with the Commission and automatically
effective on March 3, 1995).
4.2 Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan, as amended
(filed as Exhibit A to the Company's Definitive Proxy Statement, dated
November 3, 1997 for the Annual Meeting of Shareholders held on December 9,
1997).
4.3 Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors (filed
as Exhibit 4.3 to the Company's Registration on Form S-8/S-3 (Registration
Statement No. 33- 89994), filed with the Commission and automatically
effective on March 3, 1995).
II - 1
<PAGE>
Exhibit No. Description
4.4 Specimen of Common Stock certificate (filed as Exhibit 4.4 to the Company's
Registration on Form S-8/S-3 (Registration Statement No. 33-89994), filed
with the Commission and automatically effective on March 3, 1995).
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the legality of
the securities being registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its opinion
filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
II - 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8/S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hauppauge, State of New York, on this
day of , 1998.
JACO ELECTRONICS, INC.
By: /s/ Joel H. Girsky
Joel H. Girsky,
Chairman of the Board, President and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joel H. Girsky and Jeffrey D.
Gash, or either of them, each with the power of substitution, his or her
attorney-in-fact, to sign any amendments to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his or her substitute, may
do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Joel H. Girsky
Joel H. Girsky Chairman of the Board, President and April 10, 1998
Treasurer (Principal Executive Officer)
/s/ Charles Girsky
Charles B. Girsky Executive Vice President and Director April 10, 1998
/s/ Stephen A. Cohen
Stephen A. Cohen Director April 10, 1998
/s/ Edward M. Frankel
Edward M. Frankel Director April 10, 1998
/s/ Joseph F. Hickey Jr.
Joseph F. Hickey, Jr Director April 10, 1998
/s/ Jeffrey D. Gash
Jeffrey D. Gash Vice President - Finance (Principal April 10, 1998
Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
No. Description
4.1 Jaco Electronics, Inc. 1981 Incentive Stock Option Plan, as amended (filed
as Exhibit 4.1 to the Company's Registration on Form S-8/S-3 (Registration
Statement No. 33-89994), filed with the Commission and automatically
effective on March 3, 1995).
4.2 Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan, as amended
(filed as Exhibit A to the Company's Definitive Proxy Statement, dated
November 3, 1997 for the Annual Meeting of Shareholders held on December 9,
1997).
4.3 Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors (filed
as Exhibit 4.3 to the Company's Registration on Form S-8/S-3 (Registration
Statement No. 33-89994), filed with the Commission and automatically
effective on March 3, 1995).
4.4 Specimen of Common Stock certificate (filed as Exhibit 4.4 to the Company's
Registration on Form S-8/S-3 (Registration Statement No. 33-89994), filed
with the Commission and automatically effective on March 3, 1995).
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the legality of
the securities being registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its opinion
filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
Jaco Electronics, Inc.
April 10, 1998
Page 1
[Morrison Cohen Singer & Weinstein, LLP Letterhead]
(212) 735-8600
April 10, 1998
Jaco Electronics, Inc.
145 Oser Avenue
Hauppauge, NY 11788
Re: Jaco Electronics, Inc. Post-Effective Amendment No. 1 to a Registration
Statement on Form S-8/S-3 (Registration No. 33-89994)
Gentlemen:
As counsel to Jaco Electronics, Inc., a New York corporation (the
"Company"), we have been requested to render our opinion in connection with the
issuance of up to an additional 306,667 shares of the Company's common stock,
$.10 par value (the "Shares") upon the exercise of options (the "Options")
authorized under the Company's 1993 Non-Qualified Stock Option Plan (the
"Plan"), pursuant to Post-Effective Amendment No. 1 to the above-referenced
registration statement (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended.
In connection with the foregoing, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company, as amended, the By-laws of the Company, as
amended, the Plan, the forms of option agreements, and such other documents as
we have deemed necessary or appropriate as a basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to executed documents of all executed copies submitted to us as
conformed or photostatic copies. As to any facts material to such opinions which
we did not independently establish or verify, we have relied upon statements or
representations of officers and other representatives of the Company, public
officials or others.
<PAGE>
Jaco Electronics, Inc.
April 10, 1998
Page 2
Based upon the foregoing, we are of the opinion that:
The Shares have been duly authorized by the Board of Directors of the
Company and, when issued and paid for in accordance with the Plan and the
Options, will be validly issued, fully paid and non-assessable, and no personal
liability will attach to the ownership thereof.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
Morrison Cohen Singer & Weinstein, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated August 18, 1997, accompanying the
consolidated financial statements of Jaco Electronics, Inc. and Subsidiaries
appearing in the 1997 Annual Report of the Company to its shareholders and
accompanying the schedule included in the Annual Report on Form 10-K for the
year ended June 30, 1997 which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our
name as it appears under the caption "Experts".
GRANT THORNTON LLP
Melville, New York
April 6, 1998
