<PAGE>
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
---------------------
FORM S-8
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)
70 Maxess Road, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
NU HORIZONS ELECTRONICS CORP. 2000 STOCK OPTION PLAN
(Full Title of the Plan)
Arthur Nadata, President
Nu Horizons Electronics Corp.
70 Maxess Road
Melville, New York 11747
(Name and address of agent for service)
(516) 396-5000
(Telephone number, 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
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Each Proposed Minimum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
To be Registered Registered Security (1) Price (1) Registration Fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.0066 300,000 shs.(2) $8.625 $2,587,500 $683.10
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of high and low prices of the Company's Common Stock on the
Nasdaq National Market System on December 1, 2000.
(2) The Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may become issuable pursuant to anti-
dilution and adjustment provisions of the Plan.
================================================================================
<PAGE>
NU HORIZONS ELECTRONICS CORP.
SUMMARY OF NU HORIZONS ELECTRONICS CORP.
2000 STOCK OPTION PLAN
In July 2000, in order to attract and retain persons necessary for Nu
Horizon's success, its board of directors adopted the Nu Horizons Electronics
Corp. 2000 Stock Option Plan. The plan covers up to 300,000 shares of common
stock, as adjusted for Nu Horizon's 3-for-2 stock split in October 2000,
pursuant to which employees of, and consultants to, Nu Horizons' and its
subsidiaries and affiliates, are eligible to receive non-qualified stock
options. Executive officers and directors are not eligible to participate in the
plan. Shares of common stock issued upon the exercise of options granted
pursuant to the plan will generally be from Nu Horizons' authorized but unissued
shares or treasury shares. The plan, which expires on July 27, 2010, will be
administered by Nu Horizons board of directors or a committee designated by the
board of directors consisting of two or more members of the board, all of whom
shall be non-employee directors. Members of each class of the board of directors
are elected every three years for three year terms by Nu Horizons stockholders.
Members of the committee which administers the plan may be removed or replaced
at any time by the board of directors. The selection of participants, allotments
of shares, determination of price and other conditions relating to options will
be determined by the board of directors, or the committee, in its sole
discretion, subject to the limitations of the plan.
The plan may be amended, suspended or terminated by the board of directors
or the committee.
Stock options granted under the plan are exercisable for a period of up to
ten years from the date of grant at an exercise price equal to the fair market
value of the Common Stock on the date of the grant.
Options granted pursuant to the plan may not be sold, pledged,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution or, to the extent permitted by the board or
the committee.
If any optionee ceases to serve as an employee of, or consultant to, Nu
Horizons or any parent or subsidiary company, he may, but only within three (3)
months after the date he ceases to be employed, exercise his option to the
extent that he was entitled to exercise it as of the date of such termination.
To the extent that he was not entitled to exercise an option at the date of such
termination, or he does not exercise the option (which he was entitled to
exercise) within the time specified therein, the option terminates.
Notwithstanding the foregoing, in the event of the death of an optionee (1)
while an employee, or (2) within three (3) months after termination of all
employment (other than for total disability) or (3) within one (1) year after
termination on account of total disability of all employment, the optionee's
estate or any person who acquires the right to exercise the option by bequest or
inheritance or by reason of the death of the optionee may exercise such
optionee's option at any time within the three (3) year period from the date of
death. In the case of clauses (1) and (3) above, the option shall be exercisable
in full for all the remaining shares covered thereby, but in the case of clause
(2), the option shall be exercisable only to the extent it was exercisable on
the date of such termination of employment or service. In no case is an option
exercisable after its expiration date.
In the event of a change in control (as defined in the plan) of Nu
Horizons, at the option of the board or the committee, (a) all options
outstanding on the date of the change in control shall become immediately and
fully exercisable, and (b) an optionee will be permitted to surrender for
cancellation within sixty (60) days after the change in control any option or
portion of an option which was granted more than six (6) months prior to the
date of such surrender, to the extent not yet exercised, and to receive a cash
payment in an amount equal to the excess, if any, of the fair market value (as
defined in the plan), on the date of surrender, of the shares of common stock
subject to the option or portion thereof surrendered, over the aggregate
purchase price for such Shares.
Nu Horizons' reports and registration statements filed with the Securities
and Exchange Commission pursuant to the provisions of the Securities Exchange
Act of 1934 are incorporated by reference herein and these documents, as well as
Nu Horizons' annual report to shareholders and additional information about the
plan and its administration, are available upon written or oral request from the
Secretary of Nu Horizons, at its offices at 70 Maxess Road, Melville,
<PAGE>
New York 11747, (631) 396-5000. Nu Horizons does not intend to furnish any
reports to participating employees as to the amount and status of their options
under the plan.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the Federal income tax consequences as
of the date hereof with respect to options granted under the plan exercised with
cash or common stock or a combination of cash and common stock. This description
of the Federal income tax consequences is based upon law and Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary regulations which may be changed when finalized), and it should be
understood that this summary is not exhaustive, that the law may change, and
further that special rules may apply with respect to situations not specifically
discussed herein. Careful attention should also be given to state and local tax
consequences. As such, optionees are urged to consult with their own qualified
tax advisors.
Exercise of Non-Qualified Options with Cash
No taxable income will be realized by the optionee upon the grant of a non-
qualified option. On exercise, the excess of the fair market value of the stock
at the time of exercise over the option price of such stock will be compensation
and (i) will be taxable at ordinary income tax rates in the year of exercise,
(ii) will be subject to withholding for Federal income tax purposes, and (iii)
generally will be an allowable income tax deduction to Nu Horizons. The
optionee's tax basis for stock acquired upon exercise of a non-qualified option
will be equal to the option price paid for the stock plus any amounts included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a non-qualified option, the optionee will have long-term or short-term
capital gain or loss depending on the holding period.
If the optionee is subject to restrictions under Section 16(b) of the
Exchange Act at exercise, (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under Treasury regulations to be six months after the date of issuance of the
shares), based on the excess (if any) at that time or, if earlier, at the time
of the sale of such shares, of the fair market value of the shares received over
the option price, and (ii) the holding period for purposes of determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse. However, such an optionee may elect under
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed at
the time of exercise of the option, based on the excess (if any) at the time of
exercise of the fair market value of the shares received over the option price,
in which event the holding period will commence on the date of transfer.
Optionees who are subject to Section 16(b) restrictions should consult a
qualified tax advisor regarding the advisability of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.
Exercise of Non-Qualified Options with Common Stock
Based on a 1980 Revenue Ruling, if shares previously acquired other than
upon exercise of an incentive stock option are surrendered in full or partial
payment of the exercise price of a non-qualified option, then no gain or loss
will be recognized by the optionee, on the date of exercise, for the shares
which have an aggregate fair market value equal to the aggregate fair market
value of the shares surrendered. These shares received are called replacement
shares. The optionee will have a basis in the replacement shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of determining entitlement to short-term or long-term capital gain or loss
treatment on a subsequent disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.
In the event that the optionee receives any additional shares in addition
to the replacement shares on such exercise, then (i) the excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares surrendered plus any cash payments made by the optionee on the
exercise of the option will be treated as compensation taxable as ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares will be equal to the sum of the amount taxed as ordinary income on
exercise plus the amount of any cash payments made on exercise, and (iii) the
holding period for the additional shares (for purposes of determining
entitlement to long-term
<PAGE>
or short-term capital gain or loss treatment on a subsequent disposition of the
additional shares) will begin when such additional shares are issued to the
optionee.
In the absence of new published rulings to the contrary, it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option. Based on the 1980 Revenue Ruling, the
exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option would not result in a "disqualifying
disposition" of such shares.
Information Reporting
Pursuant to applicable tax regulations, Nu Horizons will provide to each
optionee and to the appropriate tax authorities information regarding the
exercises of non-qualified options on Form W-2.
RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
ACQUIRED PURSUANT TO THE PLAN
Participants in the plan who receive shares of common stock pursuant to the
exercise of options may from time to time sell all or a part of such common
stock. In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder. Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock under the plan.
Pursuant to Section 16(b) of the Exchange Act, if an optionee, while a ten
percent (10%) stockholder of Nu Horizons, (i) acquires any equity security of Nu
Horizons (other than shares of common stock acquired under the plan or another
stock option plan of Nu Horizons if the exercise price of the option pursuant to
which such shares of common stock were acquired does not exceed the fair market
value thereof at the time of exercise), and (ii) within six months before or
after such acquisition sells any equity security of Nu Horizons, including
common stock acquired under the plan, then such optionee will be required to
repay to Nu Horizons any profit attributable to the two transactions.
In the event of any inconsistency between this summary and the plan, the
terms of the plan shall govern.
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) and (b) below:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended February 28, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended May 31, 2000 and August 31, 2000;
(c) The Registrant's Proxy Statement dated October 4, 2000; and
(d) The description of the class of securities to be offered
which is contained in a registration statement filed under
Section 12 of the Securities Exchange Act of 1934 (File No.
1-8798) including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the 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 indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar
& Lieberman, P.C. is a director of the Registrant. As of November 30, 2000, Mr.
Blau owns 15,642 shares of Common Stock, including 15,000 options to purchase
common shares.
Item 6. 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 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
II-1
<PAGE>
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 the Company 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.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
4 2000 Stock Option Plan
5 Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
P.C.
23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -included
in their opinion filed as Exhibit 5.
23.2 Consent of Lazar, Levine & Felix LLP.
24 Powers of Attorney.
Item 9. Undertakings.
-------------
(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 Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. 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 20
percent change in the maximum aggregate offering price set
represent no more than 20 percent 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
Registration Statement or any material change to such
information in the Registration Statement; provided,
however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, 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.
II-2
<PAGE>
(2) That, for the purposes 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 undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the 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
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 policy as expressed in the Act and will be
governed by final adjudication of such issue.
II-3
<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
requirements for filing on Form S-8 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 30th day of November, 2000.
NU HORIZONS ELECTRONICS CORP.
By: /s/ Arthur Nadata
----------------------------------------
Arthur Nadata
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on November 30, 2000, by
the following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Arthur Nadata and Paul Durando, and each
of them acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Nu Horizons Electronics Corp. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities stated
below, any and all amendments (including post-effective amendments) thereto,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Signature Title
--------- -----
/s/ Irving Lubman Chairman of the Board and
--------------------------------- Chief Executive Officer
Irving Lubman
/s/ Arthur Nadata President, Treasurer and
--------------------------------- Director
Arthur Nadata (Principal Executive Officer)
/s/ Richard Schuster Vice President, Secretary
--------------------------------- and Director
Richard Schuster
/s/ Paul Durando Vice President - Finance, Chief
--------------------------------- Financial Officer and Director
Paul Durando (Principal Financial and Accounting
Officer)
/s/ Herbert M. Gardner Director
---------------------------------
Herbert M. Gardner
/s/ Harvey R. Blau Director
---------------------------------
Harvey R. Blau
/s/ Dominic Polimeni Director
---------------------------------
Dominic Polimeni
_________________________________ Director
David Siegel
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
================================================================================
NU HORIZONS ELECTRONICS CORP.
================================================================================
Form S-8 Registration Statement
--------------------------------------------------------------------------------
E X H I B I T I N D E X
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
------- ------------------- -----------------------
<S> <C> <C>
4 2000 Stock Option Plan..................
5 Opinion and Consent of Counsel..........
23.1 Consent of Counsel...................... See Exhibit 5
23.2 Consent of Lazar, Levine & Felix LLP....
24 Powers of Attorney...................... See signature page
</TABLE>
