<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 1999
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
incorporation or organization) Identification Number)
Arthur Nadata, President
Nu Horizons Electronics Corp.
70 Maxess Road 70 Maxess Road
Melville, New York 11747 Melville, New York 11747
(516) 396-5000 (516) 396-5000
(Address, including zip code, and telephone (Name, address, including zip
number including area code, of Registrant's code, and telephone number,
principal executive offices) including area code, of agent for
service)
Copy to:
Nancy D. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P. C.
100 Jericho Quadrangle Jericho, New York 11753
(516) 822-4820 (516)822-4824 Fax
Approximate date of commencement of proposed sale to public: As soon as
practicable 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. [ ]
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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of each Class of Amount to be Offering Price Aggregate Offering Registration Fee (2)
Securities to be Registered Registered(1) per Security (2) Price (2)
<S> <C> <C> <C> <C>
Common Stock, par value
$.0066 per share 823,550 shares $12.00 $9,882,600 $2,609
</TABLE>
(1) Represents the number of shares of Common Stock issuable upon the
conversion of $7,059,000 in principal amount of subordinated convertible
notes.
(2) Estimated solely for the purpose of calculating the registration fee, based
on the closing price of the common stock reported in the consolidated
reporting system on December 9, 1999.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
Dated December 13, 1999
NU HORIZONS ELECTRONICS CORP.
823,550 SHARES
We are selling 823,550 shares of common stock. The shares are to be
issued upon the conversion of $7,059,000 in principal amount of subordinated
convertible notes.
We will bear the expenses in connection with the offering, including
filing fees and our legal and accounting fees, estimated at $10,000.
Our common stock is traded on the Nasdaq National Market System under
the symbol NUHC. On December 7, 1999, the last reported sale price of our common
stock as reported by the Nasdaq National Market System was $12.25.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1999
<PAGE> 4
TABLE OF CONTENTS
RISK FACTORS 1
USE OF PROCEEDS 11
PRICE RANGE OF COMMON STOCK AND DIVIDENDS 12
COMPANY STOCK PERFORMANCE GRAPH 13
SELLING STOCKHOLDERS 15
PLAN OF DISTRIBUTION 16
WHERE YOU CAN FIND MORE INFORMATION 16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 17
LEGAL MATTERS 17
EXPERTS 17
In this prospectus all references to "we," "us" and "our" means Nu
Horizons Electronics Corp and its subsidiaries, unless the context otherwise
requires.
No dealer, salesperson, or other person has been authorized by us 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 us. 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.
<PAGE> 5
RISK FACTORS
An investment in our common stock involves a high degree of risk.
Prospective investors should consider carefully the following risk factors, in
addition to the other information included and incorporated by reference in this
prospectus, in connection with an investment in the common stock offered by this
prospectus.
OUR FAILURE TO HAVE LONG-TERM SALES CONTRACTS MAY ADVERSELY AFFECT OUR FINANCIAL
RESULTS.
All of our sales are made through our customers' purchase orders, rather
than through long-term sales contracts. We generally work with our customers to
develop nonbinding forecasts of the future volume of orders. Based on such
nonbinding forecasts, we make commitments regarding the level of business that
we will seek and accept, the timing of production schedules and the levels and
utilization of personnel and other resources. A variety of conditions, both
specific to each individual customer and generally affecting each customer's
industry, may cause customers to cancel, reduce or delay orders that were either
previously made or anticipated. Generally, customers may cancel, reduce or delay
purchase orders and commitments without penalty, except for payment for services
rendered, materials purchased and, in certain circumstances, charges associated
with the cancellation, reduction or delay. Significant or numerous
cancellations, reductions or delays in orders by customers, or any inability by
customers to pay for services provided by us or to pay for components and
materials purchased by us on the customers' behalf, could have a material
adverse effect on our financial condition and results of operations.
A SHORTAGE OF COMPONENTS MAY AFFECT OUR FINANCIAL RESULTS.
We rely on third-party suppliers for components which we distribute and
use in Nu Visions' manufacturing process. Component shortages experienced by us
and our suppliers may have a material adverse effect on customer orders. At
various times, there have been shortages of components in the electronics
industry. If shortages of components should occur in the future, we may be
forced to purchase components at higher prices which we may not be able to pass
on to customers or delay manufacturing and shipment, which may have a material
adverse effect on customer demand for our services, on our gross margins or
both. Any of these events could have a material adverse effect on our financial
condition and results of operations.
THE CYCLICAL NATURE OF THE SEMICONDUCTOR MARKET MAY AFFECT OUR FINANCIAL
RESULTS.
Semiconductors have represented 79% of our sales in fiscal 1999, 78% of
our sales in fiscal 1998 and 78% of our sales in fiscal year 1997. The
semiconductor market has historically been characterized by fluctuations in
product supply and demand and, consequently, significant variations in price.
While our distribution arrangements are intended to protect us from price
erosion, there can be no assurance that price erosion will not occur. In the
event of an excess supply of semiconductors, our gross margins may be adversely
affected. In the event of a shortage of supply of semiconductors, our results of
operations will depend on the amount of product allocated to us by our suppliers
and the timely receipt of these allocations. Moreover, technological changes
that affect the demand for and prices of the products distributed by us may
further affect our gross margins.
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CHANGES IN TECHNOLOGY MAY AFFECT OUR FINANCIAL RESULTS.
The markets for electronic components and computer products are
characterized by rapidly changing technology and evolving industry standards,
often resulting in product obsolescence or short product life cycles.
Accordingly, our success depends upon our ability to anticipate technological
changes in the industry and to continually identify, obtain and successfully
market new products that satisfy evolving industry and customer requirements.
While our distribution arrangements are intended to protect us from
obsolescence, there can be no assurance that product obsolescence will not
occur. Additional concentrations of capital in inventory increase the risk of
loss from possible inventory obsolescence. There can be no assurance that
competitors or manufacturers of electronic components and computer products will
not market products which have perceived advantages over products distributed by
us or which render the products currently sold by us obsolete or less
marketable. There can be no assurance that our existing customers or consumers
will be willing, for financial or other reasons, to purchase the new equipment
necessary to use these new technologies or that product obsolescence will not
result in significantly increased inventories of unsold products.
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS.
During fiscal year 1999, products purchased from three suppliers
accounted for 36% of our total inventory. Although we believe we have good
relationships with our suppliers, there can be no assurance that these
relationships will continue. The loss of any one of the top three suppliers
and/or a combination of certain other suppliers could have a material adverse
effect on our business, financial condition and results of operations.
CONCENTRATION IN OUR INDUSTRY MAY ADVERSELY AFFECT OUR ABILITY TO COMPETE.
The electronic components and computer products distribution industry
has become increasingly concentrated in recent years as a result of
consolidations, acquisitions and strategic alliances. It is possible that new
competitors or alliances among competitors could emerge and rapidly acquire
significant market share. These new competitors or alliances may have greater
financial, technical, marketing and other resources than we do and, therefore,
may be able to negotiate more favorable relationships with our existing and
potential suppliers than we can. Increased competition from these competitors
could result in price reductions, reduced gross margins and loss of market
share. Therefore, there can be no assurance that continued industry
consolidation among our competitors will not have a material adverse effect on
our business, results of operations and financial condition.
OUR CHARTER PROVISIONS, RIGHTS PLAN AND STATUTORY LAW MAY INHIBIT A CHANGE IN
CONTROL OF OUR COMPANY.
Our certificate of incorporation and bylaws contain provisions which may
discourage takeover attempts and hinder a merger, tender offer or proxy contest
targeting our company, including transactions in which stockholders might
receive a premium for their shares. In addition, we have adopted a stockholders'
rights plan that includes provisions which could have similar anti-takeover
effects. This may limit your ability as a stockholder to approve a transaction
that you may think is in your best interests.
These provisions could reduce the price that certain investors might be
willing to pay in the future for shares of common stock or preferred stock.
Moreover, although our ability to issue preferred
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stock may provide flexibility in connection with possible acquisitions and other
corporate purposes, its issuance may make it more difficult for a third party to
acquire, or may discourage a third party from acquiring, a majority of our
voting stock.
Furthermore, we may in the future adopt other measures that may delay,
defer or prevent a change in control of our company. We may adopt some of these
measures without any further vote or action by stockholders.
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NU HORIZONS
We and our wholly-owned subsidiaries,
* NIC Components Corp.;
* Nu Horizons/Merit Electronics Corp.;
* Titan Logistics Corp.;
* Nu Horizons Eurotech Ltd.; and
* NIC Eurotech Ltd.
distribute high technology active and passive electronic components. Nu Horizons
International Corp., another wholly owned subsidiary, is an export distributor
of electronic components. Nu Visions Manufacturing, Inc., a wholly-owned
subsidiary located in Springfield, Massachusetts, is a contract assembler of
circuit boards and related electromechanical devices for various original
equipment manufacturers, or OEMs.
The active components we distribute, principally to OEMs and CEMs in the
United States, include mainly commercial semiconductor products such as
* memory chips;
* microprocessors;
* digital and linear circuits;
* microwave components;
* radio frequency, or RF, components;
* fiberoptic components;
* transistors; and
* diodes.
Passive components distributed by NIC Components, principally to OEMs
and CEMs and other distributors nationally, consist of a high technology line of
chip and leaded components including
* capacitors;
* resistors; and
* related networks.
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The active and passive components we distribute are used by the
electronics industry and other industries in the manufacture of sophisticated
electronic products including
* industrial instrumentation;
* computers and peripheral equipment;
* consumer electronics;
* telephone and telecommunications equipment;
* satellite communications equipment;
* cellular communications equipment;
* medical equipment;
* automotive electronics; and
* audio and video electronic equipment.
Manufacturers of electronic components augment their marketing programs
by using independent distributors and contract assemblers, such as us. We
believe these manufacturers rely on companies like us to a considerable extent
to market their products. Distributors and assemblers offer their customers the
convenience of
* diverse inventories;
* rapid delivery;
* design assistance;
* technical assistance; and
* the availability of product in smaller quantities than generally
available from manufacturers.
Generally, companies like us which distribute active and passive
electronic components are required to maintain a relatively significant
investment in inventories and accounts receivable. To meet these requirements,
we and other companies in the industry typically depend on internally generated
funds as well as external borrowings.
Our policy is to manage, maintain and control all of our inventory from
our principal headquarters and stocking facility on Long Island, New York and
our stocking facility in San Jose, California. As additional franchise line
opportunities become available to us, the need for branch level inventories may
be necessary and desirable, so that we can better serve the specific needs of
local markets.
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SEMICONDUCTOR PRODUCTS (ACTIVE COMPONENTS)
We are a distributor of a broad range of semiconductor products to
commercial and military OEM's, principally in the United States. We are a
franchised distributor of active components for approximately thirty product
lines. Our significant franchised product lines include
* Allegro;
* Cirrus Logic;
* Elantec;
* Exar;
* Hyundai;
* Maxim Integrated Products;
* ST Microelectronics, Sun Microsystems;
* SUN Microsystems, Inc.;
* TDK Semiconductor; and
* Xilinx.
Our franchise agreements authorize us to sell all or part of the product
line of a manufacturer on a non-exclusive basis. Under these agreements, each
manufacturer will grant credits for any subsequent price reduction by it and
inventory return privileges so that we can return to the manufacturer for credit
or exchange a percentage ranging from 5% to 20% of the inventory we purchased
from that manufacturer during a semi-annual period. The franchise agreements
generally may be canceled by either party upon written notice. We anticipate
that in the future we will enter into additional franchise agreements and
increase our inventory levels in accordance with business demands.
PASSIVE COMPONENTS AND RELATIONSHIP WITH NIPPON
NIC Components has been the exclusive outlet in North America for Nippon
Industries Co. Ltd.'s (Japan) brand of passive components and does not
anticipate any change in this relationship. While we do not have a written
agreement with Nippon in this regard, we believe that a formal written agreement
is not material to our ongoing business relationship with Nippon.
Due to certain market situations, NIC Components, with Nippon's assent,
has also established several manufacturing associations with U.S. and Taiwan
based companies. NIC Components intends to continue to give Nippon priority,
however, in acquiring its products whenever the technology and pricing are
commensurate with the North American market's requirements.
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CONTRACT ASSEMBLY
Our core business is the distribution of active components to OEM's and
passive components to OEM's and distributors nationally in the United States.
Those components are then placed on printed circuit boards by the OEM's
themselves or are contracted for placement to outside contract assembly
companies, either domestically or offshore. We believe that outside contract
assembly is becoming more prevalent nationally, especially among small to
midsize OEM's.
With a view towards maximizing our current customer base as well as
offering new customers additional services, we decided that contract circuit
board assembly was a natural extension to our business since 80% of the
components found on most printed circuit boards can be provided through our
active and NIC Components' passive products.
Nu Visions provides both surface mount and through-hole circuit board
assembly services to OEMs. In order to expand and enhance this segment of our
business, we have acquired approximately $2,500,000 of automated circuit board
assembly equipment and in fiscal 1999 we expanded the size of Nu Vision's
facility to 45,000 square feet in anticipation of continued growth.
SALES AND MARKETING
Our strategy for long-term success has been to focus our sales and
marketing efforts towards the following industry segments, both domestically and
abroad:
* industrial;
* telecom/datacom;
* medical instrumentation;
* microwave;
* RF;
* fiberoptic;
* consumer electronics;
* security and protection devices;
* office equipment;
* computers and computer peripherals; and
* factory automation and robotics.
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In order to help us achieve these goals, we may enter into new franchise
agreements for a broad base of commodity semiconductor products including those
used in the key niche industries listed above.
As of February 28, 1999, we had approximately 13,000 customers. All
sales are made through customers' purchase orders. Semiconductors are sold
primarily via telephone by our in-house staff of approximately 100 salespersons,
and by a field sales force of approximately 120 salespersons. We maintain branch
sales facilities located as follows:
EAST COAST
Massachusetts - Boston
New York - Melville (Long Island) and Rochester
New Jersey - Mt. Laurel (Philadelphia) and Pine Brook
Ohio - Cleveland
Maryland - Columbia
North Carolina - Raleigh
Georgia - Atlanta
Alabama - Huntsville
Florida - Ft. Lauderdale, Orlando and Tampa
MIDWEST
Arizona - Phoenix
Illinois - Chicago
Minnesota - Minneapolis
Ohio - Twinsburg
Texas - Austin and Dallas
WEST COAST
California - Irvine, Los Angeles, Sacramento, San Diego and San Jose
Oregon - Portland
Washington - Redmond
NIC Components' passive components are marketed through the services of
a national network of approximately 20 independent sales representative
organizations, employing over 200 salespersons, as well as through NIC
Components' in-house sales and engineering personnel. The independent
representative organizations do not represent competing product lines but sell
other related products. Commissions to these organizations are generally equal
to 5% of all sales in a representative's exclusive territory.
NIC Components has developed a national network of approximately 75
regional distributor locations, which market passive components on a
non-exclusive basis. Approximately 35 of the regional distributors have entered
into agreements with NIC Components which require them to purchase from NIC
Components a prescribed initial inventory. NIC Components protects these
distributors against price reductions and they are granted certain inventory
return and other privileges. Due to the efforts of NIC Components and its
distributors, NIC Components' passive components have been tested and "designed
in" as a prime source of qualified product by over 7,000 OEMs in the United
States.
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Nu Visions' contract manufacturing facilities are marketed through the
services of several East Coast independent sales representatives, as well as our
field sales force.
No single customer accounted for more than 2% of our consolidated sales
for the year ended February 28, 1999. Our sales practice is to require payment
within thirty days of delivery.
SOURCE OF SUPPLY
We inventory an extensive stock of active and passive components. If our
customers order products which we do not maintain in inventory, our marketing
strategy is to obtain those products from our franchise manufacturers, or, if a
product is unobtainable, to identify and recommend satisfactory interchangeable
alternative components. For this purpose, we devote considerable efforts to
being familiar with component product movement throughout the industry, as well
as to constant monitoring of our own inventories.
As of February 28, 1999, there were three manufacturers that represented
more than 10% of our inventory on a consolidated basis. Those suppliers
accounted for approximately 36% of total inventory. Presently, electronic
components which we distribute are generally readily available; however, from
time to time the electronics industry has experienced a shortage or surplus of
certain electronic products.
For the year ended February 28, 1999, we purchased inventory from two
suppliers that exceeded 10% of our total purchases. Purchases from these
suppliers aggregated approximately $45,040,000 for the fiscal year.
COMPETITION AND REGULATION
We compete with many companies that distribute semiconductor and passive
electronic components and, to a lesser extent, companies which manufacture those
products and sell them directly to OEMs and other distributors. Many of these
companies have substantially greater assets and possess greater financial and
personnel resources than we do. In addition, certain of these companies possess
independent franchise agreements to carry semiconductor product lines which the
we do not carry, but which we may want to have. Competition is based primarily
upon
* inventory availability;
* quality of service;
* knowledge of product; and
* price.
We believe that our distribution of passive electronic components under our own
label is a competitive advantage.
Our competitive ability to price its imported active and passive
components could be adversely affected by
* increases in tariffs;
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* duties;
* changes in the United States' trade treaties with Japan, Taiwan or
other foreign countries;
* transportation strikes; and
* the adoption of Federal laws containing import restrictions.
In addition, the cost of our imports could be subject to governmental controls
and international currency fluctuations. Because imports are paid for with U.S.
dollars, the decline in value of United States currency as against foreign
currencies would cause increases in the dollar prices of our imports from Japan
and other foreign countries. Although we have not experienced any material
adverse effect to date in our ability to compete or maintain our profit margins,
as of result of any of the foregoing factors, no assurance can be given that
such factors will not have a material adverse effect in the future.
BACKLOG
We define backlog as orders, believed to be firm, received from
customers and scheduled for shipment, no later than 60 days for active
components and no later than 90 days for passive components from the date of the
order. As of December 8, 1999, our backlog was approximately $51,000,000,
compared to a backlog of $24,000,000 at May 1, 1999 and approximately
$20,000,000 at May 1, 1998.
EMPLOYEES
As of February 28, 1999, we employed approximately 497 persons: 12 in
management, 260 in sales and sales support, 32 in product and purchasing, 17 in
accounting and finance, 10 in MIS, 31 in operations, 90 in manufacturing, and 45
in quality control, shipping, receiving and warehousing. We believe that our
employee relations are satisfactory.
PROPERTIES
In December 1996, we leased an approximately 80,000 square foot facility
in Melville, Long Island, New York to serve as our executive offices and main
distribution center. The lease term is from December 17, 1996, to December 16,
2008 at an annual base rental of $601,290 and provides for a 4% annual
escalation in each of the last ten years of the term.
We lease approximately 45,000 square feet of manufacturing and office
space in Springfield, Massachusetts for our Nu Visions subsidiary. The lease
term is from June 15, 1998 to June 15, 2008 at an annual base rental of
$244,260, subject to annual consumer price index increases not to exceed 2%
annually.
On May 1, 1996, we leased approximately 25,000 square feet of warehouse
and office space in San Jose, California for our Nu Horizons/Merit subsidiary.
This facility serves as our West Coast regional sales and distribution
headquarters. The lease term is from May 1, 1996 to April 30, 2001 at an annual
base rental of $225,000.
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We also lease space for twenty two (22) branch sales offices which range
in size from 1,000 square feet to 5,000 square feet, with lease terms that
expire between August 1999 and January 2004. Annual base rentals range from
$15,600 to $100,800 with aggregate base rentals approximating $825,000.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which we are a party
or to which any of our property is or may be subject.
USE OF PROCEEDS
We will not receive any of the proceeds of this offering. We will
receive a conversion price of $8.5715 upon the conversion of our subordinated
convertible notes.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is traded on the NASDAQ National Market System under
the symbol "NUHC". The following table sets forth, for the periods indicated,
the high and low closing prices of our common stock, as reported by the NASDAQ
National Market System.
<TABLE>
<CAPTION>
FISCAL YEAR 1998: HIGH LOW
<S> <C> <C>
First Quarter $ 9.50 $ 6.75
Second Quarter 9.00 7.25
Third Quarter 9.25 6.75
Fourth Quarter 7.17 5.50
FISCAL YEAR 1999:
First Quarter $ 7.09 $ 6.00
Second Quarter 6.62 4.00
Third Quarter 6.87 3.50
Fourth Quarter 6.50 4.25
FISCAL YEAR 2000:
First Quarter $ 5.87 $ 3.87
Second Quarter 8.69 5.30
Third Quarter 9.50 6.55
Fourth Quarter (through
December 10, 1999) 12.25 9.00
</TABLE>
As of November 30, 1999, our common stock was owned by approximately 4,500
holders of record.
We have never paid a cash dividend on our common stock. Our current
revolving credit line agreement permits dividends of up to 25% of our
consolidated net income.
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COMPANY STOCK PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its Common Stock for a five year period (February 28, 1994
to February 28, 1999) with the cumulative total return of the NASDAQ Market
Index (which includes the Company) and a peer group of companies selected by the
Company for purposes of the comparison. Dividend reinvestment has been assumed
and, with respect to companies in the Peer Group, the returns of each such
company have been weighted to reflect relative stock market capitalization.
COMPARISON 5 -YEAR CUMULATIVE TOTAL RETURN
AMONG NU-HORIZONS ELECTRONICS CORP.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
Measurement Period Nu Horizons NASDAQ
(Fiscal Year Electronics Corp. Market Index Peer Group
Covered)
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
FYE 3/01/94 $100.00 $100.00 $100.00
FYE 2/28/95 84.51 95.47 95.07
FYE 2/29/96 176.06 131.83 126.17
FYE 2/28/97 104.23 158.24 142.88
FYE 2/28/98 71.13 215.21 148.40
FYE 2/28/99 49.30 278.09 78.88
</TABLE>
ASSUMES $100 INVESTED ON MARCH 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING FEBRUARY 28, 1999
Peer group includes All American Semiconductor, Arrow Electronics Inc.,
Avnet Inc., Bell Microproducts Inc., Jaco Electronics Inc., Kent Electronics
Corp., Marshall Industries, Pioneer Standard Electronics and Reptron Electronics
Inc.
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SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Six Months Ended Fiscal Year Ended
August 31, February 28
------------------------------- --------------------------------------------
1999 1998 1999 1998 1997
--------------- ------------ ------------- ------------- ------------
(Dollars in Thousands, except per share data)
INCOME STATEMENT DATA:
<S> <C> <C> <C> <C> <C>
Net sales $163,013,007 $123,029,836 $253,872,325 $233,325,408 $216,612,707
Gross profit on sales 32,938,172 27,587,906 55,036,322 50,794,325 48,488,124
Gross profit on percentage 20.2% 22.4% 21.7% 21.8% 22.4%
Income before provision
for income taxes 6,312,619 3,979,991 7,624,158 8,947,537 ,921,256
Net Income 3,736,569 1,627,816 4,544,831 5,297,991 7,073,560
Earnings Per Common Share:
Basic $ .42 $ .27 $ .52 $ .61 $ .81
Diluted $ .34 $ .22 $ .43 $ .52 $ .69
BALANCE SHEET DATA:
Working capital $ 88,190,909 $ 78,113,529 $ 68,849,897 $ 75,217,607 $ 51,941,472
Total assets 123,534,370 102,612,335 99,758,895 99,641,428 74,783,314
Long-term debt 37,597,974 33,619,350 22,377,852 32,709,395 15,523,483
Shareholders' equity 60,243,895 53,981,702 56,337,068 51,542,045 46,950,735
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended
February 28,
----------------------------
1996 1995
------------ ------------
(Dollars in Thousands,
except per share data)
INCOME STATEMENT DATA:
<S> <C> <C>
Net sales $202,803,184 $130,251,554
Gross profit on sales 48,201,148 30,913,305
Gross profit on percentage 23.8% 23.7%
Income before provision
for income taxes 15,799,592 7,444,147
Net Income 9,396,301 4,421,823
Earnings Per Common Share:
Basic $ 1.19 $ .57
Diluted $ .97 $ .52
BALANCE SHEET DATA:
Working capital $ 57,954,434 $ 36,328,941
Total assets 75,459,586 51,972,606
Long-term debt 27,094,030 20,580,613
Shareholders' equity 37,617,703 22,541,916
</TABLE>
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<PAGE> 19
SELLING STOCKHOLDERS
The following table sets forth the ownership of the selling
stockholders, the number of shares of common stock beneficially owned by each of
the selling stockholders, and the number of shares which may be offered for
resale pursuant to this prospectus. Except as otherwise disclosed herein, none
of the selling stockholders has had any position, office or other material
relationship with us or our predecessors or affiliates within the past three
years.
The information included below is based upon information provided by
the selling stockholders. Because the selling stockholders may offer all, some
or none of their shares, no definitive estimate as to the number of shares that
will be held by the selling stockholders after such offering can be provided.
<TABLE>
<CAPTION>
Selling Stockholder Number of Shares Underlying Convertible Notes
---------------------------------------------------
Before Offering After Offering
---------------- ----------------------------
<S> <C> <C>
MassMutual Corporate Investors 164,710 0
MassMutual Participation Investors 82,355 0
MassMutual Corporate Value Partners Limited 164,710 0
MassMutual Life Insurance Company 411,775 0
------- -
Total Shares 823,550 0
======= =
</TABLE>
15
<PAGE> 20
PLAN OF DISTRIBUTION
The shares are traded on the Nasdaq Stock Market National Market System
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 Nasdaq Stock Market National Market
System, including ordinary broker's transactions, privately-negotiated
transactions or through sales to one or more broker-dealers for resale of the
shares as principals, at market prices prevailing at the time of sale, at prices
related to 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
the selling stockholders, 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 stockholders and any discounts, commissions or
concessions allowed or reallowed or paid to dealers, and the proposed selling
price to the public.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, Washington,
D.C, a registration statement on Form S-3 under the Securities Act of 1933, with
respect to the common stock offered by this prospectus. This prospectus does not
contain all the information set forth in the registration statement and its
exhibits. For further information about us and the common stock offered by this
prospectus, reference is made to the registration statement and its exhibits.
Statements in this prospectus about the contents of any contract or other
document are not necessarily complete and in each instance we refer you to the
copy of such contract or other document filed as an exhibit to the registration
statement for a full statement of the provisions of that contract or document.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with the Exchange Act, we file
reports, proxy statements and other information with the Commission. You may
read and obtain copies of any materials filed by us with the Commission at the
Commission's Public Reference Room at 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. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC0330. Copies of such material can also be obtained from the Securities
and Exchange Commission's Web site at the address http://www.sec.gov.
16
<PAGE> 21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by us with the Commission
pursuant to the Exchange Act, are incorporated by reference in this prospectus
and shall be deemed to be a part of this prospectus:
(1) Annual Report on Form 10-K for the fiscal year ended February 28,
1999.
(2) Quarterly Report on Form 10-Q for the quarters ended May 31, 1999
and August 31, 1999.
(3) The description of the class of securities to be offered which is
contained in a Registration Statement filed under Section 12 of the Securities
and Exchange Act of 1934 (registration statement No. 0-3189), including any
amendment or report filed for the purpose of updating such description.
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 shall be deemed to be incorporated by reference in this
prospectus and to be part of this prospectus from the date they are filed.
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 in
this prospectus or in any subsequently filed document that also is or is deemed
to be incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement which is modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
Nu Horizons will provide without charge to each person to whom a copy
of this prospectus is delivered, upon the written or oral request of that
person, a copy of any or all of the documents incorporated by reference; except
that Nu Horizons will not provide exhibits to the documents incorporated by
reference unless the exhibits are specifically incorporated by reference.
Requests for copies should be directed to the Secretary, Nu Horizons Electronics
Corp., 70 Maxess Road, Melville, New York 11747, (516) 396-5000.
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed
upon for us by Blau, Kramer, Wactlar & Lieberman, P.O., Jericho, New York 11753.
EXPERTS
The consolidated financial statements of Nu Horizons Electronics Corp.
and subsidiaries as of February 28, 1999 and 1998 and for each of the three
years in the period ended February 28, 1999 incorporated by reference in this
prospectus have been audited by Lazer Levine & Felix LLP, independent public
accountants, as indicated in their report with respect to the consolidated
financial statements, and are included herein in reliance upon the authority of
said firm as experts in giving said reports
17
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission
Filing Fee ................................................ $ 2,609.00
Legal and Accounting Fees ................................. 7,000.00
Miscellaneous ............................................. 391.00
---------
Total ..................................................... $ 10,000.00
=========
</TABLE>
Registrant will pay all of these expenses.
Item 15. Indemnification of Directors and Officers
Under the provisions of the Certificate of Incorporation and By-Laws of
Registrant, each person who is or was a director or officer of Registrant shall
be indemnified by Registrant as of right 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 in the of defense of a suit or proceeding brought against him by reason
of the fact that he is a director or officer of Registrant, 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 a criminal
suit is settled, such a person shall be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgments, 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 Registrant, 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
Registrant, or if such suit is settled, such a person shall 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
Registrant, except that if such a person is adjudicated to be liable in such
suit for negligence or misconduct in the performance of his duty to Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of registrant are covered by officers' and
directors' liability insurance. The policy coverage is $5,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $50,000.
II-1
<PAGE> 23
Item 16. Exhibits
4.1 Note Agreement dated August 15, 1994 between the Registrant and
Massachusetts Mutual Life Insurance Company (incorporated by
reference to Exhibit 10.1 to Registrants Quarterly Report on
10-Q for the quarter ended August 31, 1994)
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of Lazar Levine & Felix LLP
23.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included
in Exhibit 5 hereof)
24 Powers of Attorney (included in the signature pages hereof)
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 43 OA and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(l) 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.
II-2
<PAGE> 24
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Melville, New York on the 10th day of December, 1999.
Nu Horizons Electronics Corp.
By: /s/ Arthur Nadata
--------------------------------------
Arthur Nadata
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 10, 1999, by the
following persons in the capacities indicated. Each person whose signature
appears below also constitutes and appoints Irving Lubman and Arthur Nadata, 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.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
- ---------------------- Chairman of the Board
Irving Lubman and Chief Operating Officer
/s/ Arthur Nadata President, Chief Executive Officer
- ---------------------- and Director
Arthur Nadata
/s/ Richard Schuster Vice President, Secretary and Director
- ----------------------
Richard Schuster
/s/ Paul Durando Vice President, Finance, Treasurer and
- ---------------------- Chief Financial Officer and Principal
Paul Durando Accounting Officer
/s/ Harvey Blau Director
- ----------------------
Harvey Blau
/s/ Herb Gardner Director
- ----------------------
Herb Gardner
/s/ Dominic Polimeni Director
- ----------------------
Dominic Polimeni
</TABLE>
<PAGE> 25
Exhibit Index
---------------
Exhibit
No. Description
------- -----------
4.1 Note Agreement dated August 15, 1994 between the Registrant and
Massachusetts Mutual Life Insurance Company (incorporated by
reference to Exhibit 10.1 to Registrants Quarterly Report on
10-Q for the quarter ended August 31, 1994)
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of Lazar Levine & Felix LLP
23.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included
in Exhibit 5 hereof)
24 Powers of Attorney (included in the signature pages hereof)
<PAGE> 1
EXHIBIT 5
December 13, 1999
Securities and Exchange Commission
450 Fifth Avenue, N.W.
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"), as amended, with the Securities and Exchange Commission pursuant to
the provisions of the Securities Act of 1933, as amended, covering the
registration of 825,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock") issuable upon the conversion of $7,059,000 in
principal amount of the Company's subordinated convertible notes ("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 reserved for issuance upon the conversion
of the Notes when issued in accordance with the terms and conditions of such
Notes, 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.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our opinion dated May 17,1999 on the consolidated
financial statements of Nu Horizons Electronics Corp. and subsidiaries included
in the Corporation's annual report on Form 10-K for the fiscal year ended
February 28, 1999 and to all references to our firm included in this Form S-3
registration statement.
/s/Lazar Levine & Felix LLP
----------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
December 8, 1999
