Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NU HORIZONS ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-2621097
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6000 New Horizons Boulevard Arthur Nadata, President
Amityville, New York 11701 Nu Horizons Electronics Corp.
(516) 226-6000 6000 New Horizons Boulevard
Address, including zip code and Amityville, New York 11701
telephone number, including area code, (516) 226-6000
of registrant's principal executive (Name address and telephone number,
offices) including area code, of agent for
service)
Copy to:
Neil M. Kaufman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box
<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 Price Per Share(1) Aggregate Offering Registration Fee
Price (1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 333,333 shs $14.375 $4,791,662 $1,652
$.0066 per share, reserved
for issuance upon conver-
sion of 8.25% Convertible
Subordinated Notes(2)
<FN>
(1) Estimated solely for the purpose of calculating the registration fee, based
on the average high and low reported sale prices on the National Association
of Securities Dealers, Inc. Automated Quotations System National Market
System on March 5, 1996.
(2) Pursuant to Rule 416, this Registration Statement also covers any additional
shares of Common Stock which may become issuable by virtue of the anti-
dilution provisions of such Notes.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
NEW HORIZONS ELECTRONICS CORP.
Cross Reference Sheet
Showing location in Prospectus of Information Required by Items on Form S-3
Item No. Prospectus Caption
1. Forepart of the Registration Outside Front Cover
Statement and Outside Front Cover Page Page of Prospectus
of Prospectus
2. Inside Front and Outside Back Cover Inside Front and Outside
Pages of Prospectus Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and Selected Financial
Ratio of Earnings to Fixed Charges Data
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page;
Selling Stockholder
6. Dilution *
7. Selling Security Holders Selling Stockholder
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities to be *
Registered
10. Interests of Named Experts and Counsel Legal Opinion;
Experts
11. Material Changes *
12. Incorporation of Certain Information Incorporation of
by Reference Certain Documents
By Reference
13. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
*Omitted since answer to item is negative or inapplicable
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECTED TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
Dated March 8, 1996
NU HORIZONS ELECTRONICS CORP.
333,333 Shares of Common Stock
$.0066 par value
The 333,333 shares of Common Stock (the "Shares"), par value $.0066 per
share, of Nu Horizons Electronics Corp. (the "Company") being covered by this
Prospectus are being offered for sale from time to time by or for the account of
Massachusetts Mutual Life Insurance Company, MassMutual Corporate Value Partners
Limited, MassMutual Corporate Investors and MassMutual Participation Investors,
each of whom is affiliated with each other (the "Selling Stockholders").
The Company will not receive any of the proceeds from this offering.
The Shares may be offered for sale on the National Association of
Securities Dealers, Inc. Automated Quotation System National Market System
("NASDAQ NMS"), in independent transactions, or otherwise and may be sold at
market prices prevailing at the time of sale, at negotiated prices or at fixed
prices.
The Selling Stockholder and the brokers and dealers through whom sales of
the Shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, and their commissions or discounts and other
compensation may be regarded as underwriter's compensation.
The Company will bear the expenses of this offering, including filing fees,
of approximately $5,000 in connection herewith.
The Company's Common Stock is traded on the NASDAQ NMS (NASDAQ NMS symbol:
NUHC). On March 5, 1996, the last reported sale price of the Company's Common
Stock as reported by the NASDAQ NMS was $14.375 per share.
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.
The date of this Prospectus is March __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement under the Securities
Act of 1933, as amended (the "Act"), with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto. For further
information with respect to the Company and the shares of Common stock offered
by this Prospectus, reference is made to such Registration Statement and the
exhibits thereto. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement for a full statement of the provisions
thereof; each such statement contained herein is qualified in its entirety by
such reference.
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
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained at the office
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. In addition, the Company's Common Stock is listed on the
National Association of Securities Dealers, Inc. Automated Quotations System
National Market System, and copies of the foregoing materials and other
information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-8798) pursuant to the Exchange Act, are incorporated by reference in
this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 31, 1995, August 31, 1995 and November 30, 1995.
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 10 relating to the Common Stock.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
this offering of Common Stock shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document that 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 will provide without charge to each person 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 incorporated by reference (except for
exhibits thereto unless specifically incorporated by reference therein).
Requests for such copies should be directed to the Secretary, Nu Horizons
Electronics Corp., 6000 New Horizons Boulevard, Amityville, New York 11701,
(516) 226-6000.
<PAGE>
THE COMPANY
Nu Horizons Electronics Corp. (the "Company") and its wholly-owned
subsidiary, NIC Components Corp. ("NIC"), are engaged in the distribution of
high technology active and passive electronic components. Nu Horizons
International Corp. (International"), another wholly-owned subsidiary, is an
export distributor of electronic components. Nu Visions Manufacturing, Inc.
("NUV"), located in Springfield, Massachusetts, another wholly-owned subsidiary,
is a contract assembler of circuit boards, harnesses and related
electromechanical devices for various original equipment manufacturers ("OEMs").
The Company distributes active components principally to OEMs in the
eastern United States. These components include commercial and military
semiconductor products such as memory chips; microprocessors; digital and linear
circuits; microwave, RF and fiberoptic components; transistors and diodes. The
Company is a franchised distributor of active components for approximately
thirty-five product lines. Pursuant to a long-term agreement, NIC is the sole
North American licensee of Nippon Industries Co., Ltd., a Japanese manufacturer,
for the import and distribution of Nippon's high technology line of passive chip
and leaded components, including capacitors, resistors and related networks.
The Company has approximately 7,000 customers. The active and passive
components distributed by the Company are utilized by the electronics industry
and other industries in the manufacture of sophisticated electronic products,
including military and industrial instrumentation, computers and peripheral
equipment, consumer electronic products, telephone and telecommunications
equipment (including those incorporating cellular communications technologies),
satellite communications equipment, medical equipment, automotive electronics
and audio and video electronic equipment.
Manufacturers of electronic components augment their marketing programs
through the use of independent distributors and contract assemblers such as the
Company. The Company believes that the role of these independent distributors
and contract assemblers in marketing these products has been expanding.
Distributors and assemblers, such as the Company, offer their customers the
convenience of diverse inventories and rapid delivery, as well as design and
technical assistance, and also provide product in smaller quantities than is
generally available from manufacturers. Generally, companies engaged in the
distribution of active and passive electronic components, such as the Company,
are required to maintain a relatively significant investment in inventories and
accounts receivable. To meet these requirements, the Company typically depends
on internally-generated funds as well as external borrowings.
Management's policy is to manage, maintain and control all inventories from
its principal headquarters and stocking facility on Long Island, New York, and
its stocking facility in San Jose, California. The Company and its subsidiaries
also have nineteen other locations, including eighteen branch sales facilities
and NUV's facility.
The Company's executive offices are located at 6000 New Horizons Boulevard,
Amityville, New York 11701, and its telephone number is (516) 226-6000.
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data is qualified by reference to, and
should be read in conjunction with, the consolidated financial statements,
related Notes thereto and other financial information incorporated by reference
herein. The selected financial data for the three years ended February 28, 1995
have been derived from the Company's consolidated financial statements, which
have been audited by Lazar, Levine & Company LLP, independent public
accountants, as indicated in their reports. The selected financial data as of
November 30, 1995 and for the nine months ended November 30, 1995 and 1994 have
been derived from the unaudited consolidated financial statements of the Company
and notes thereto incorporated by reference herein and should be read in
conjunction with those unaudited consolidated financial statements and notes and
reflect all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary to present fairly the data as of such date
and for such periods. The results for interim periods are not necessarily
indicative of results to be expected for the year.
Income Statement Data:
<TABLE>
<CAPTION>
Nine Months Ended November 30, Year Ended February 28,
1995 1994 1995 1994 1993
(unaudited)
<S> <C> <C> <C> <C> <C>
Net sales . . . . . . . $149,874,502 $93,100,847 $130,251,554 $92,418,038 $60,507,620
Cost of Sales . . . . . 114,584,192 70,638,529 99,338,249 67,467,560 45,117,598
------------ ----------- ------------ ----------- -----------
Gross Profit. . . . . . 35,290,310 22,462,318 30,913,305 24,950,478 15,390,022
Operating expenses. . . 22,186,588 15,792,181 22,094,158 15,908,490 12,464,185
------------ ----------- ------------ ----------- ----------
Income from operations. 13,103,722 6,670,137 8,819,147 9,041,988 2,925,837
Interest expense, net of
interest income. . . . 1,477,414 952,948 1,375,000 492,454 361,502
------------ ----------- ------------ ----------- ----------
Income before income taxes . . 11,626,308 5,717,189 7,444,147 8,549,534 2,564,335
Provision for income taxes . . 4,755,160 2,344,048 3,022,324 3,505,309 1,074,677
------------ ----------- ------------ ----------- ----------
Net income. . . . . . . $ 6,871,148 $ 3,373,141 $ 4,421,823 $ 5,044,225 $1,489,658
Net income per common
share. . . . . . . . .
Primary. . . . . . . . $ .85 $ .43 $ .56 $ .65 $ .20
Fully Diluted. . . . . $ .71 $ .40 .52 .65 .19
</TABLE>
Balance Sheet Data:
<TABLE>
<CAPTION>
At November 30, 1995 At February 28, 1995
(unaudited)
<S> <C> <C>
Working capital . . . . . . . . . $53,194,761 $36,328,941
Total assets. . . . . . . . . . . 73,112,128 51,972,606
Revolving Credit Line . . . . . . 14,000,000 4,400,000
Long-term debt, including
Subordinated Convertible Notes. 12,983,946 15,595,404
Stockholders' equity. . . . . . . 32,012,539 22,541,916
</TABLE>
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the NASDAQ NMS under the symbol
NUHC. The following table sets forth the high and low sales prices of the Common
Stock as reported on the NASDAQ NMS for the fiscal periods indicated. See
"Dividend Policy".
<TABLE>
<CAPTION>
Common Stock
High Low
<S> <C> <C>
1995
First Quarter. . . . . . . . . . $ 10.75 $ 8.25
Second Quarter . . . . . . . . . 8.75 5.75
Third Quarter. . . . . . . . . . 9.75 6.13
Fourth Quarter . . . . . . . . . 9.50 6.88
1996
First Quarter. . . . . . . . . . $ 9.38 $ 6.50
Second Quarter . . . . . . . . . 11.50 7.13
Third Quarter . . . . . . . . . 17.25 10.50
Fourth Quarter . . . . . . . . . 18.875 13
1997
First Quarter (through March 5, 1996) . . . $ 15.875 $ 14.00
</TABLE>
On March 5, 1996, the last reported sale price of the Common Stock was
$14.375. As of March 5, 1996, there were approximately 4,525 holders of record
of the Common Stock. The number of holders of record excludes beneficial holders
whose shares are held in the name of nominees or trustees.
DIVIDEND POLICY
The Company has never paid any cash dividends on its Common Stock. In
addition, the Company's bank loan agreement contains restrictions on the payment
of cash dividends. Payment of future dividends, if any, will be dependent upon
such factors as the Board of Directors shall deem appropriate.
SELLING SECURITY HOLDERS
The Shares being offered by this Prospectus are for the account of the
Selling Stockholders in the following amounts: 166,666 Shares by Massachusetts
Mutual Life Insurance Company; 66,667 shares by MassMutual CorporateValue
Partners Limited; 66,667 shares by MassMutual Corporate Investors; and 33,333
Shares by MassMutual Participation Investors. The Selling Stockholders currently
own an aggregate of $9,000,000 principal amount of 8.25% Subordinated
Convertible Notes (the "Notes") issued by the Company in August 1994. These
Notes currently are convertible into shares of Common Stock of the Company at a
current conversion price of $9.00 per share. The Shares constitute the shares of
Common Stock obtainable by the Selling Stockholders upon the conversion of an
aggregate of $3,000,000, or 33 1/3%, of the aggregate principal amount of the
Notes currently outstanding. If the Selling Stockholders convert this $3,000,000
principal amount of Notes and thereby obtain all of the Shares offered hereby,
the Selling Stockholders would own in the aggregate 333,333 shares of Common
Stock of the Company or approximately 4.0% of the issued and outstanding shares
of Common Stock of the Company, prior to giving effect to this offering. If the
<PAGE>
Selling Stockholders were to convert the remaining Notes, the sale of the shares
of Common Stock obtained thereby, if not underwritten, could have an adverse
effect on the market price and liquidity of the Common Stock.
PLAN OF DISTRIBUTION
The Shares are traded on the NASDAQ NMS under the symbol NUHC. The Shares
may be sold from time to time directly by the Selling Stockholders.
Alternatively, the Selling Stockholders may from time to time offer such
securities through underwriters, dealers or agents. The distribution of
securities by the Selling Stockholders may be effected in one or more
transactions that may take place on the over-the-counter market, including
ordinary broker's transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of such shares as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales of securities.
At the time a particular offer of securities is made by or on behalf of a
Selling Stockholder, to the extent required, a prospectus will be distributed
which will set forth the number of shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents, if
any, the purchase price paid by any underwriter for shares purchased from the
Selling Stockholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.
LEGAL OPINION
Certain legal matters in connection with this offering will be passed upon
for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New York
11753. Harvey R. Blau, a member of the firm, is a director of the Company.
EXPERTS
The consolidated financial statements included or incorporated by reference
in this Prospectus and elsewhere in the Registration Statement, to the extent
and for the periods indicated in their reports, have been audited by Lazar,
Levine & Company LLP, independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said Reports.
<PAGE>
No dealer, salesperson, or other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been so authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities other than the securities to which it
relates, or an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation would be unlawful. Neither delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . .2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . 3
Selected Financial Data . . . . . . . 4
Use of Proceeds . . . . . . . . . . . 5
Price Range of Common Stock. . . . . . 5
Dividend Policy . . . . . . . . . . . 5
Selling Security Holders. . . . . . . 5
Plan of Distribution. . . . . . . . . 6
Legal Opinion . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . 6
<PAGE>
NU HORIZONS ELECTRONICS CORP.
333,333 Common Shares
PROSPECTUS
March __, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
Securities and Exchange Commission
Filing Fee. . . . . . . . . . $ 1,652
Legal and Accounting Fees . . . . 2,500
Miscellaneous . . . . . . . . . . 848
-------
Total. . . . . . . . . . . . . . . $ 5,000
</TABLE>
The Company will pay all of these expenses.
Item 15. Indemnification of Directors and Officers
Under provisions of the By-Laws of the Company, each person who is or was a
director or officer of the Company may be indemnified by the Company to the full
extent permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.
If unsuccessful in defense of a third-party civil suit or if a criminal
suit is settled, such a person may be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgements, fines and amounts
paid in settlement if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such suit for negligence or
misconduct in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses.
The Company and its officers and directors of the Company are covered by
officers and directors liability insurance. The policy coverage is $2,000,000,
which includes reimbursement for costs and fees. There is a maximum deductible
under the policy of $50,000 for each claim.
Item 16. Exhibits
1 Note Agreement dated as of August 15, 1994 between the
Company and the Selling Stockholder (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended August 31,
1994).
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of Lazar, Levine & Company LLP
24.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C.
(included in Exhibit 5 hereof)
25 Powers of Attorney (included in the signature pages
hereof)
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Act"), 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.
(b) Insofar as indemnification for liabilities arising under the Act 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 connection 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 indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed
by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act
shall be deemed to be part of the registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
<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-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Amityville, New York on the 7th day of March, 1996.
NU HORIZONS ELECTRONICS CORP.
By:/s/ Irving Lubman
Irving Lubman
Chairman of the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 7, 1996 by the following
persons in the capacities indicated. Each person whose signature appears below
also constitutes and appoints Arthur Nadata and Paul Durando, and each of them,
his true and lawful attorney-in-fact and agent, 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 all exhibits thereto
and all other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent 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 attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Signature Title
/s/ Irving Lubman Chairman of the Board and
Irving Lubman Chief Executive Officer
(Principal Executive Officer)
/s/ Arthur Nadata President, Treasurer and
Arthur Nadata Director
/s/ Richard S. Schuster Secretary, Vice President
Richard S. Schuster and Director
/s/ Paul Durando Vice President - Finance and
Paul Durando Director (Principal Financial
and Accounting Officer)
/s/ Herbert M. Gardner Director
Herbert M. Gardner
/s/ Harvey R. Blau Director
Harvey R. Blau
/s/ David Siegel Director
David Siegel
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
EXHIBITS
to
Form S-3
Registration Statement
---------------
NU HORIZONS ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
March 7, 1996
Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549
Re: Nu Horizons Electronics Corp.
Registration Statement on Form S-3
Gentlemen:
Reference is made to the filing by Nu Horizons Electronics Corp. (the
"Company") of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, as amended, covering the registration
of 333,333 shares of Common Stock of the Company, par value $.0066 per share
(the "Common Stock") obtainable upon the conversion of 8.25% Convertible
Subordinated Notes (the "Notes").
As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes, the
form of its Common Stock certificate and Notes and such other documents as we
have deemed necessary or relevant under the circumstances.
Based upon our examination, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of the
State of Delaware.
2. The shares of Common Stock subject to the Registration Statement have
been duly authorized and, when issued in accordance with the terms of the Notes
and the related Note Agreement, as more fully described in the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in the
prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/Blau,Kramer,Wactlar & Lieberman,
P.C.
BLAU, KRAMER, WACTLAR
& LIEBERMAN, P.C.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Nu Horizons Electronics Corp. and Subsidiaries
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated May 18, 1995, relating to the
consolidated financial statements of Nu Horizons Electronics Corp. and
Subsidiaries and to the reference to our firm under the caption "Experts" in
this registration statement.
/s/ Lazar, Levine & Company LLP
Lazar, Levine & Company LLP
New York, New York
March 7, 1996
