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As filed with the Securities and Exchange Commission on November 15, 1995.
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN MICRO TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 94-2414428
______________________________ ______________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
254 East Hacienda Avenue
Campbell, California 95008
______________________________ ______________________________
(Address of Principal (Zip Code)
Executive Offices)
1995 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plans)
P. SCOTT MUNRO Copy to:
Chief Executive Officer KATHARINE A. MARTIN, ESQ.
and President
Western Micro Technology, Inc. Pillsbury Madison & Sutro
254 East Hacienda Avenue 2700 Sand Hill Road
Campbell, California 95008 Menlo Park, California 94025
(408) 379-0177 (415) 233-4500
______________________________ ______________________________
(Name, address and telephone (Counsel to the Registrant)
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
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Title of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount of Registration
Be Registered Registered(1) Offering Price Per Aggregate Offering Fee(3)
Share Price(2)
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<S> <C> <C> <C> <C>
Common Stock . . . . . 175,000 shares $5.75 $1,006,280 $347.00
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<FN>
(1) 175,000 shares are being registered pursuant to the Western Micro
Technology, Inc. 1995 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the last sales price as reported on the Nasdaq National Market
System on November 13, 1995.
(3) The registration fee has been calculated pursuant to Rule 457(h).
</TABLE>
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration State-
ment:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(2) The Registrant's Quarterly Reports on From 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995
and the Registrant's Current Report on Form 8-K dated July 26, 1995
and Amendment No. 1 thereto on Form 8-K/A dated October 10, 1995.
(3) The information with regard to the Registrant's capital
stock contained in a registration statement filed with the Commission
pursuant to section 12 of the Securities Exchange Act of 1934,
including any subsequent amendment or report filed for the purpose of
updating such information.
In addition, all documents subsequently filed by Registrant pursuant
to Sections 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 by reference in this Regis-
tration Statement and to be a part hereof from the date of filing of such
documents.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors,
officers, employees and other agents of the corporation ("Agents") in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Act").
Article SIXTH of the Company's Articles of Incorporation, as amended
authorizes the Company to indemnify its Agents, through bylaw provisions or
through agreements with agents, or both, votes of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the Company and its shareholders. Article IX
of the Company's Bylaws provides for mandatory indemnification of each director
of the Company except as prohibited by law.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
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See Index to Exhibits.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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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 Regis-
tration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Regis-
tration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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.
(b) The undersigned Registrant hereby further 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 that is incorporated by
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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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in con-
nection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indem-
nification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
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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 Registra-
tion Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Campbell, State of California, on November 14, 1995.
WESTERN MICRO TECHNOLOGY, INC.
By /s/ P. Scott Munro
-----------------------------------------
P. Scott Munro
Chief Executive Officer
and President
(Principal Executive Officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints P. Scott Munro, his or her true and
lawful attorney-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective 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 granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may 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 date indicated:
Signature Title Date
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/s/ James W. Dorst Chief Financial Officer November 14, 1995
- -------------------------- (Principal Financial
James W. Dorst Officer)
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Signature Title Date
--------- ----- ----
/s/ James J. Heffernan Director November 14, 1995
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James J. Heffernan
/s/ Jerome M. Martin Director November 15, 1995
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Jerome M. Martin
/s/ P. Scott Munro President, Chief November 14, 1995
- -------------------------- Executive Officer and
P. Scott Munro Director
/s/ K. William Sickler Director November 14, 1995
- --------------------------
K. William Sickler
- -------------------------- Director November __, 1995
J. Larry Smart
- -------------------------- Director November __, 1995
William H. Welling
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INDEX TO EXHIBITS
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Sequentially
Exhibit Numbered
Number Exhibit Page
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4.1 Articles of Incorporation for *
Silicon Valley Services, Inc.
filed with the California
Secretary of State on
December 30, 1975.
4.2 Certificate of Amendment of **
Articles of Incorporation of
Silicon Valley Services, Inc.
(part of which changed the name
of the Corporation to Western
Micro Technology, Inc.) filed
with the California Secretary of
State on April 1, 1977.
4.3 Certificate of Amendment of ***
Articles of Incorporation of
Silicon Valley Services, Inc.
filed with the California
Secretary of State on August 30,
1983.
4.4 Certificate of Amendment of ****
Articles of Incorporation of
Silicon Valley Services, Inc.
filed with the California
Secretary of State on April 5,
1988.
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[FN]
* Incorporated by reference to Exhibit 3-A to the Reg-
istrant's Registration Statement on Form S-1, Registration
No. 2-86846.
** Incorporated by reference to Exhibit 4.2 to the Reg-
istrant's Form S-8, Registration No. 33-60778.
*** Incorporated by reference to Exhibit 4.3 to the Reg-
istrant's Form S-8, Registration No. 33-60778.
**** Incorporated by reference to Exhibit 3.1 to the Reg-
istrant's Annual Report on Form 10-K for the year ended
March 31, 1988.
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Sequentially
Exhibit Numbered
Number Exhibit Page
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4.5 Amended Bylaws dated June 15, *****
5.1 Opinion of Pillsbury Madison &
Sutro
23.1 Consent of Coopers & Lybrand
L.L.P., Independent Public
Accountants.
23.2 Consent of Pillsbury Madison &
Sutro (included in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
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[FN]
***** Incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
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EXHIBIT 5.1
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Law Offices Of
PILLSBURY MADISON & SUTRO
2700 Sand Hill Road
San Francisco MENLO PARK, CALIFORNIA 94025-7020 San Diego
Los Angeles Telephone (415) 233-4500 Orange County
San Jose Telecopier (415) 233-4545 Sacramento
Washington, D.C. Tokyo
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Writer's Direct Dial Number
November 15, 1995
Western Micro Technology, Inc.
254 East Hacienda Avenue
Campbell, CA 95008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Western Micro Technology, Inc., a California corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933, relat-
ing to 175,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1995 Employee Stock Purchase Plan, it is our opinion that such shares
of the Common Stock of the Company, when issued and sold in accordance with the
plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO
[05573]
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in this Registration Statement of
Western Micro Technology, Inc. on Form S-8 of our reports dated February 16,
1995, on our audits of the consolidated financial statements and financial
statement schedules of Western Micro Technology, Inc. and subsidiaries as of
December 31, 1994 and 1993, and for each of the years in the period ended
December 31, 1994, which reports appear in the December 31, 1994 annual report
incorporated by reference into Form 10-K of Western Micro Technology, Inc.
/s/ COOPERS & LYBRAND L.L.P.
San Jose, California
November 15, 1995
