<PAGE> 1
Registration No. 33-54473
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------------------
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New York 11-1806155
-------- ----------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
</TABLE>
25 Hub Drive, Melville, New York, 11747, (516) 391-1300
--------------------------------------------------------
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
Robert E. Klatell
Senior Vice President and Chief Financial Officer
Arrow Electronics, Inc.
25 Hub Drive, Melville, New York, 11747, (516) 391-1300
--------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
<TABLE>
<S> <C>
Howard S. Kelberg, Esq. Howard Chase, Esq.
Winthrop, Stimson, Putnam & Roberts Morrison, Cohen, Singer
One Battery Park Plaza & Weinstein
New York, New York 10004 750 Lexington Avenue
(212) 858-1000 New York, New York 10022
(212) 735-8600
</TABLE>
-----------------------------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement and such time as
results covering at least 30 days of combined operations of the Registrant and
Gates/FA Distributing, Inc. have been published by the Registrant.
-----------------------------------------------
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/
<PAGE> 2
Prospectus
ARROW ELECTRONICS, INC.
1,376,843 shares of Common Stock, $1.00 par value per share
------------------------------------------------
This Prospectus relates to 1,376,843 shares (the "Shares") of
Common Stock, par value $1.00 per share, of Arrow Electronics, Inc.
(the "company" or "Arrow"). The Shares may be offered by certain shareholders
of the company (the "Selling Shareholders") from time to time in transactions
for their own account (which may include block transactions) on the New York
Stock Exchange, Inc. ("NYSE"), in negotiated transactions, or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Sale of Shares."
The company's Common Stock is traded on the NYSE under the
symbol ARW. The last sale price for the Common Stock of the company as
reported by the NYSE on July 19, 1994 was $35 5/8 per share.
None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the company. The company has agreed
to bear all expenses (other than underwriting discounts and commissions)
incurred in connection with registrations, filings or qualifications of the
Shares being offered by the Selling Shareholders.
------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE ANY OF SUCH
COMMISSIONS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------
The date of this Prospectus is July 20, 1994.
<PAGE> 3
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the company or any underwriter, agent or dealer. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that there has been no change in the affairs of the
company since the date hereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
AVAILABLE INFORMATION
The company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy
statements and other information are available for inspection and copying at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Square, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2411; and 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the SEC, Judiciary Square, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, material filed by the company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference (i) the company's
Annual Report on Form 10-K filed with the SEC for the year ended December 31,
1993, (ii) the company's Quarterly Report on Form 10-Q filed with the SEC for
the quarter ended March 31, 1994, (iii) the company's pro forma financial
information contained in the company's Registration Statement on Form S-4
pursuant to the Securities Act of 1933 (Registration No. 33-54413)
including any amendment or report filed for the purpose of updating such
information and (iv) the information with regard to the company's capital stock
contained in the company's Registration Statement pursuant to the Exchange Act
including any amendment or report filed for the purpose of updating such
information.
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<PAGE> 4
All documents filed by the company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of the offering of Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Registration Statement of which this Prospectus is a part other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to the company in
writing at 25 Hub Drive, Melville, New York, 11747, or by telephone at (516)
391-1300.
THE COMPANY
Arrow is the world's largest distributor of electronic
components and computer products to industrial and commercial customers.
The company's principal offices are located at 25 Hub Drive,
Melville, New York, 11747; its telephone number is (516) 391-1300. The Common
Stock of the company (symbol ARW) is traded on the NYSE. Unless the context
otherwise requires, the term "company" as used herein shall refer to Arrow
Electronics, Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
The company will not receive any of the proceeds from the
sales of Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table shows (i) the names of the Selling
Shareholders, (ii) as of July 19, 1994, the shares of Common Stock to be owned
beneficially or of record by each of them, (iii) the number of Shares being
offered by each of them and (iv) the number of shares of Common Stock to be
owned
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<PAGE> 5
by each of them after completion of the offering, assuming all of the Shares
being offered hereby are sold. The Shares being offered by the Selling
Shareholders will be received by them in exchange for shares of capital stock
of Gates/FA Distributing, Inc. ("Gates/FA") pursuant to an Agreement and Plan
of Merger dated as of June 24, 1994 among the company, Gates/FA and the
company's wholly-owned subsidiary, AFG Acquisition Company.
<TABLE>
<CAPTION>
No. of Shares No. of Shares
Owned Prior to No. of Shares Owned After
Selling Shareholder the Offering Being Offered the Offering
------------------- -------------- -------------- -------------
<S> <C> <C> <C>
Cheyenne Software, Inc. 1,011,217 1,011,217 0
Dennis Gates 365,626 365,626 0
</TABLE>
SALE OF SHARES
The sale of the Shares by the Selling Shareholders may be
effected from time to time in transactions for their own account (which may
include block transactions) on the NYSE, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Shareholders
may effect such transactions by selling Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Shareholders and any
broker-dealers that act in connection with the sale of the Shares hereunder
might be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 and any commissions received by them and any profit on
the resale of Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933.
EXPERTS
The consolidated financial statements of Arrow Electronics,
Inc. at December 31, 1993 and 1992 and for each of the three years in
the period ended December 31, 1993 incorporated by reference from Arrow's
Annual Report on Form 10-K have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and are
incorporated in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
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<PAGE> 6
LEGAL OPINION
The legality of the Shares offered hereby is being passed on
by Winthrop, Stimson, Putnam & Roberts, counsel for the company.
-5-
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a list of the expenses the Registrant expects
to pay in connection with the issuance and distribution of the Shares
registered hereby.
<TABLE>
<CAPTION>
Estimated Amount
Category of Expense of Expense
------------------- ----------------
<S> <C>
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . $ 7,000
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . 5,000
Filing and Registration Fees . . . . . . . . . . . . . . . . . . . . . 13,173
Miscellaneous Expenses* . . . . . . . . . . . . . . . . . . . . . . . . 1,827
----------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . $27,000
----------------
</TABLE>
* Estimated.
Item 15. Indemnification of Directors and Officers
Article 9 of the Registrant's Restated Certificate of
Incorporation permits the indemnification of officers and directors under
certain circumstances to the full extent that such indemnification may be
permitted by law.
Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director
of the Registrant is entitled under the Business Corporation Law of the State
of New York (Sections 721 through 726), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.
The Registrant also maintains directors' and officers'
liability insurance coverage which insures directors and officers of the
Registrant against certain losses arising from claims made, and for which the
Registrant has not provided reimbursement, by reason of their being directors
and officers of the Registrant or its subsidiaries.
Item 16. Exhibits
See Exhibit Index.
II-1
<PAGE> 8
Item 17. Undertakings
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;
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 that time shall be deemed to be the initial
bona fide offering thereof.
(5) 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
II-2
<PAGE> 9
(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.
II-3
<PAGE> 10
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 the City of Melville, State of New
York, on this 20th day of July, 1994.
ARROW ELECTRONICS, INC.
/s/ Robert E. Klatell
--------------------------------
By: Robert E. Klatell
Senior Vice President and
Chief Financial Officer
II-4
<PAGE> 11
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Principal Executive Officer: Date
<S> <C>
* Stephen P. Kaufman July 20, 1994
- --------------------------- -------------------
Stephen P. Kaufman
Chairman and
Chief Executive Officer
Principal Financial Officer:
/s/ Robert E. Klatell July 20, 1994
- --------------------------- ------------------
Robert E. Klatell
Senior Vice President and
Chief Financial Officer
Principal Accounting Officer:
* Paul J. Reilly July 20, 1994
- --------------------------- ------------------
Paul J. Reilly
Controller
Directors:
* Daniel W. Duval July 20, 1994
- -------------------------- ------------------
Daniel W. Duval
Director
* Carlo Giersch July 20, 1994
- -------------------------- ------------------
Carlo Giersch
Director
* J. Spencer Gould July 20, 1994
- -------------------------- ------------------
J. Spencer Gould
Director
* Stephen P. Kaufman July 20, 1994
- -------------------------- ------------------
Stephen P. Kaufman
Director
* Lawrence R. Kem July 20, 1994
- --------------------------- ------------------
Lawrence R. Kem
Director
</TABLE>
II-5
<PAGE> 12
<TABLE>
<S> <C>
/s/ Robert E. Klatell July 20, 1994
- --------------------------- ------------------
Robert E. Klatell
Director
* Steven W. Menefee July 20, 1994
- --------------------------- ------------------
Steven W. Menefee
Director
* Karen Gordon Mills July 20, 1994
- --------------------------- ------------------
Karen Gordon Mills
Director
* Anne Pol July 20, 1994
- --------------------------- ------------------
Anne Pol
Director
* Richard S. Rosenbloom July 20, 1994
- --------------------------- ------------------
Richard S. Rosenbloom
Director
* John C. Waddell July 20, 1994
- --------------------------- ------------------
John C. Waddell
Director
</TABLE>
*By:/s/ Robert E. Klatell
-----------------------
Robert E. Klatell
Attorney-in-fact
II-6
<PAGE> 13
FORM S-3
ARROW ELECTRONICS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C>
2 - Agreement and Plan of Merger dated as of June 24, 1994 by and among
the Registrant, AFG Acquisition Company and Gates/FA Distributing,
Inc. (incorporated by reference to Exhibit 2 to Registrant's
Registration Statement on Form S-4, Registration No. 33-54413).
3(1) - Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(1) to Registrant's
Registration Statement on Form S-3, Registration No. 33-67890).
3(2) - Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Registrant dated as of August 24, 1993
(incorporated by reference to Exhibit 4(2) to Registrant's
Registration Statement on Form S-3, Registration No. 33-67890).
3(3) - By-laws of the Registrant (incorporated by reference to Exhibit
3(b) to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1986, File No. 1-4482).
4(1) - Amended and Restated Credit Agreement dated as of January 28, 1994
among the Registrant, Bankers Trust Company, Chemical Bank and the
other banks and financial institutions from time to time parties
thereto (incorporated by reference to Exhibit 10(e) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993, File
No. 1-4482).
4(2) - Indenture, including Debenture, dated as of November 25, 1992,
between the Registrant and the Bank of Montreal Trust Company, as
Trustee with respect to the Registrant's 5-3/4% Convertible
Subordinated Debentures due 2002 (incorporated by reference to
Exhibit 4(a) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 1-4482).
</TABLE>
- --------------------
* Previously filed.
II-7
<PAGE> 14
<TABLE>
<S> <C>
4(3) - Senior Note Purchase Agreement dated as of December 29, 1992
between the Registrant and each of the Purchasers listed on Annex
A thereto (incorporated by reference to Exhibit 10(d) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1992, File No. 1-4482).
4(4) - Rights Agreement dated as of March 2, 1988 between the Registrant
and Chemical Bank (formerly Manufacturers Hanover Trust Company),
as Rights Agent, which include as Exhibit A a Certificate of
Amendment of the Restated Certificate of Incorporation for the
Registrant for the Participating Preferred Stock, as Exhibit B a
letter to shareholders describing the Rights Agreement and as
Exhibit C the forms of Rights Certificate and Election to Exercise
(incorporated by reference to Exhibit 1 to Registrant's Current
Report on Form 8-K dated March 3, 1988, File No. 1-4482).
4(5) - First Amendment, dated June 30, 1989, to the Rights Agreement in
4(4) above (incorporated by reference to Exhibit 4(b) to
Registrant's Current Report on Form 8-K dated June 30, 1989,
File No. 1-4482).
4(6) - Second Amendment, dated June 8, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(iii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
4(7) - Third Amendment, dated July 19, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(iv)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
4(8) - Fourth Amendment, dated August 26, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(v) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
</TABLE>
- --------------------
* Previously filed.
II-8
<PAGE> 15
<TABLE>
<S> <C>
5 - Opinion of Winthrop, Stimson, Putnam & Roberts dated July 20,
1994, containing the consent of such counsel.
23(1) - Consent of Ernst & Young. *
23(2) - Consent of Winthrop, Stimson, Putnam & Roberts (see Exhibit 5
above).
24 - Power of Attorney.*
</TABLE>
- -----------------
* Previously filed.
II-9
<PAGE> 1
Exhibit 5
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NY 10004-1490
TELEPHONE: 212-858-1000
TELEFAX: 212-858-1500
TELEX: 62854 WINSTIM
July 20, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Arrow Electronics, Inc.
-----------------------
Gentlemen:
We have acted as counsel for Arrow Electronics, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
on Form S-3 of the Company, filed with the Securities and Exchange Commission
(the "Commission") on July 7, 1994 (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), an aggregate of 1,376,843 shares of common stock, par value
$1.00 per share, of the Company (being hereinafter referred to as the "Common
Stock").
We have examined originals, certified copies or copies
otherwise identified to our satisfaction as being true copies of such corporate
records of the Company and such other instruments, records and documents as we
have deemed necessary in order to enable us to render the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have
relied upon certificates of officers of the Company and of public officials.
We have assumed the genuineness of all signatures, the authenticity of all
documents and certificates examined by us and the correctness of all statements
of fact contained therein.
On the basis of the foregoing, we are of the opinion that:
<PAGE> 2
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York.
2. The 1,011,217 shares of Common Stock issuable to
Cheyenne Software, Inc., and the 365,625 shares of Common Stock issuable to
Dennis Gates, pursuant to the conversion of shares of Gates/FA Distributing,
Inc. ("Gates/FA") held by such persons in accordance with the terms of the
Agreement and Plan of Merger dated as of June 24, 1994, among the Company, the
Company's wholly-owned subsidiary AFG Acquisition Company and Gates/FA (the
"Agreement"), will be validly issued, fully paid and non-assessable when:
(a) each of the Registration Statement, as amended, and
the Company's Registration Statement on Form S-4 (Registration No. 33-54413),
as amended (the "S-4 Registration Statement"), shall have become effective;
(b) the proper officers of the Company authorized by the
Company's Board of Directors shall have taken appropriate final action in
connection with the issuance and sale of such shares of Common Stock and the
consummation of the transactions contemplated by the Agreement; and
(c) such shares of Common Stock shall have been issued
and delivered for the consideration contemplated by the S-4 Registration
Statement and by the Agreement in accordance with the foregoing acts and
proceedings, and the consideration shall have been received by the Company.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement, as it may be amended,
and to the reference to our firm under the caption "Legal Opinion" in the
Prospectus contained in the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act.
Very truly yours,
Winthrop, Stimson, Putnam & Roberts
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