<PAGE> 1
Registration No. 33- _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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ARROW ELECTRONICS, INC.
(Exact name of Registrant as specified in its charter)
New York 11-1806155
(State of Incorporation) (I.R.S. Employer Identification No.)
25 Hub Drive, Melville, New York 11747
(Address of principal executive offices)
Arrow Electronics, Inc. Stock Option Plan - 1991
Arrow Electronics, Inc. Restricted Stock Plan - 1991
(Full titles of Plans)
-------------------------------
Robert E. Klatell, Esq.
Executive Vice President and Chief Financial Officer
Arrow Electronics, Inc.
25 Hub Drive, Melville, New York 11747
(516) 391-1300
(Name and address of agent for service)
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Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registration
to be registered registered price per share(1) offering price(1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par 1,650,000 $52.00 $85,800,000 $29,590
value(2)
====================================================================================================================================
</TABLE>
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(1) Pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933,
as amended (the "Securities Act"), the proposed maximum offering price
per share and the registration fee are based on the average price of
Arrow Electronics, Inc. Common Stock on the New York Stock Exchange on
July 14, 1995.
(2) This Registration Statement also pertains to rights to purchase
Participating Preferred Stock of the Registrant (the "Rights"). Until
the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for Arrow Electronics,
Inc. Common Stock and will be transferred together with and only with
such securities. Thereafter, separate Rights certificates will be
issued representing one Right for each share of Arrow Electronics, Inc.
Common Stock held subject to adjustment pursuant to anti-dilution
provisions.
<PAGE> 2
STATEMENT PURSUANT
TO
GENERAL INSTRUCTION E
Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed to register 1,650,000
additional shares of Common Stock, $1.00 par value, of Arrow Electronics, Inc.
(the "Company") for issuance under the Arrow Electronics, Inc. Stock Option
Plan - 1991 and the Arrow Electronics, Inc. Restricted Stock Plan - 1991,
respectively. The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-48252, are hereby incorporated herein by reference except to
the extent modified herein.
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by the Company
(File No. 1-4482) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated by reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
2. Description of the Company's capital stock contained in the
Company's registration statement filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such description.
3. The description of the Company's Rights contained in the Company's
registration statement filed under the 1934 Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently
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<PAGE> 3
filed Incorporated Document 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Registrant's 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 Company is entitled under the Business Corporation Law of the State of New
York (Sections 721 through 727), 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as part of this Registration
Statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C> <C>
4(a) - Amended and Restated Certificate of Incorporation of
Arrow Electronics, Inc., as amended (Designated as Exhibit
3(a) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, Commission File No.
1-4482).
4(b) - By-Laws of Arrow Electronics, Inc., as amended (Designated
as Exhibit 3(b) in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1986, Commission File
No. 1-4482).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts as to the
legality of securities offered under the Arrow
Electronics, Inc. Stock Option Plan - 1991 and the Arrow
Electronics, Inc. Restricted Stock Plan - 1991, including
their consent.*
23(a) - Consent of Ernst & Young LLP.*
- --------
* Filed herewith.
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<PAGE> 4
23(b) - Consent of Counsel (contained in the Opinion of the
Company's Counsel, Exhibit 5 hereto).*
24 - Power of Attorney (contained in the signature page
hereof).*
99(a) - Arrow Electronics, Inc. Stock Option Plan - 1991, as
amended.*
99(b) - Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
amended.*
</TABLE>
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs are contained
in periodic reports filed with or furnished to the Commission 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.
(b) 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 the time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(2) 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 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
- -----------------------------------
* Filed herewith.
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<PAGE> 5
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 hereof.
(3) 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 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.
EXPERTS
The consolidated financial statements of the Company at December 31,
1994 and 1993, and for each of the three years in the period ended December 31,
1994, incorporated by reference from the Company's Annual Report on Form 10-K
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report appearing elsewhere therein, and are incorporated in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL OPINION
The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Company by Winthrop, Stimson, Putnam &
Roberts, Counsel for the Company, One Battery Park Plaza, New York, New York
10004.
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<PAGE> 6
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on the 19th day of July,
1995.
ARROW ELECTRONICS, INC.
/s/ Robert E. Klatell
-------------------------
By: Robert E. Klatell
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each officer or director of Arrow
Electronics, Inc. whose signature appears below constitutes and appoints
Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each of them
singly, his true and lawful attorney-in-fact and agent, with full and several
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to
the Securities Act of 1933 in connection with the registration of up to
1,650,000 shares of Common Stock, par value $1.00 per share, and any or all
amendments, including pre- and post-effective amendments and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
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 in and about the premises, 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. Each of said attorneys-in-fact shall have power to act
hereunder with or without the other.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on dates indicated.
Principal Executive Officer:
/s/ Stephen P. Kaufman July 19, 1995
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Stephen P. Kaufman
Chairman and Chief Executive Officer
Principal Financial Officer:
/s/ Robert E. Klatell July 19, 1995
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Robert E. Klatell
Executive Vice President and Chief
Financial Officer
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<PAGE> 7
Principal Accounting Officer:
/s/ Paul J. Reilly July 19, 1995
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Paul J. Reilly
Controller
/s/ Daniel W. Duval July 19, 1995
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Daniel W. Duval
Director
/s/ Carlo Giersch July 19, 1995
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Carlo Giersch
Director
/s/ Stephen P. Kaufman July 19, 1995
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Stephen P. Kaufman
Director
/s/ Roger King July 19, 1995
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Roger King
Director
/s/ Robert E. Klatell July 19, 1995
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Robert E. Klatell
Director
/s/ Stephen W. Menefee July 19, 1995
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Steven W. Menefee
Director
/s/ Karen Gordon Mills July 19, 1995
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Karen Gordon Mills
Director
/s/ Anne Pol July 19, 1995
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Anne Pol
Director
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<PAGE> 8
/s/ Richard S. Rosenbloom July 19, 1995
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Richard S. Rosenbloom
Director
/s/ Robert S. Throop July 19, 1995
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Robert S. Throop
Director
/s/ John C. Waddell July 19, 1995
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John C. Waddell
Director
-8-
<PAGE> 9
EXHIBIT INDEX
Arrow Electronics, Inc. Stock Option Plan - 1991
Arrow Electronics, Inc. Restricted Stock Plan - 1991
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4(a) - Amended and Restated Certificate of Incorporation of Arrow
Electronics, Inc. (Designated as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-4482).
4(b) - By-Laws of Arrow Electronics, Inc., as amended (Designated
as Exhibit 3(b) in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1986, Commission File
No. 1-4482).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts, as to the
legality of securities offered under the Arrow Electronics,
Inc. Stock Option Plan - 1991 and the Arrow Electronics,
Inc. Restricted Stock Plan - 1991, including their
consent.*
23(a) - Consent of Ernst & Young LLP.*
23(b) - Consent of Counsel (contained in the Opinion of the
Company's Counsel, Exhibit 5 hereto).*
24 - Power of Attorney (contained in the signature page
hereof).*
99(a) - Arrow Electronics, Inc. Stock Option Plan - 1991, as
amended.*
99(b) - Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
amended.*
</TABLE>
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* Filed herewith.
<PAGE> 1
EXHIBIT 5
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
July 19, 1995
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
Re: Arrow Electronics, Inc. - Registration Statement on Form S-8
relating to the Arrow Electronics, Inc. Stock Option Plan -
1991 and Arrow Electronics, Inc. Restricted Stock Plan - 1991
(the "Plans")
-------------------------------------------------------------
Ladies and Gentlemen:
In connection with the proposed issuance of up to 1,650,000
shares of Arrow Electronics, Inc.'s common stock, $1.00 par value (the
"Shares"), pursuant to the Plans and with respect to which a Registration
Statement on Form S-8 has been prepared for filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), we have examined such corporate records, other documents and questions
of law as we considered necessary for the purposes of this opinion.
We are of the opinion that when:
(a) the applicable provisions of the Act and of state
securities or blue sky laws shall have been complied
with; and
(b) your Board of Directors shall have duly authorized
the issuance of such Shares, and the Shares shall
have been duly issued and paid for in an amount not
less than the par value thereof,
<PAGE> 2
Arrow Electronics, Inc. -2- July 19, 1995
the Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement on Form S-8 and to the reference to us under the
caption "Legal Opinion" in the Registration Statement, and any amendments
thereto, filed in connection with the Plans.
Very truly yours,
/s/Winthrop, Stimson, Putnam & Roberts
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) and related Prospectus of Arrow
Electronics, Inc. for the registration of 1,650,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 22,
1995, with respect to the consolidated financial statements and schedules of
Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
New York, New York
July 18, 1995
<PAGE> 1
EXHIBIT 99(a)
ARROW ELECTRONICS, INC.
STOCK OPTION PLAN - 1991
(as amended and restated)
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation (the
"Company"), hereby amends and restates its stock option plan for certain
employees as described herein which shall be known as the ARROW ELECTRONICS,
INC. STOCK OPTION PLAN, as amended and restated (the "Plan"). The Plan is
intended to grant options which qualify as incentive stock options satisfying
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended, and to grant nonqualified stock options which are not intended to so
qualify under said Section 422.
1.2 Purpose. The purpose of the Plan is to secure for the Company and
its shareholders the benefits of the incentive inherent in the ownership of the
Company's common stock by the key employees of the Company and its Subsidiaries
who are largely responsible for the Company's future growth and financial
success.
ARTICLE 2
Definitions
For purposes of the Plan, the following terms shall have the meanings
provided herein:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" means the committee provided in Section 3.1 consisting
of two or more Outside Directors of the Board.
2.4 "Disability" means total and permanent disability as determined by
the Committee.
2.5 "Fair Market Value" means the closing price of a Share reported on
the Consolidated Tape (as such price is reported in the Wall Street Journal.)
2.6 "Incentive Option" means an option granted under the Plan to
purchase Shares and which is intended to qualify as an incentive stock option
under Section 422 of the Code.
<PAGE> 2
2.7 "Nonqualified Option" means an option granted under the Plan to
purchase Shares and which is not intended to qualify as an Incentive Option.
2.8 "Option" means, collectively, Incentive Options and Nonqualified
Options.
2.9 "Outside Director" means a director described as such under Section
162(m) of the Code and the regulations thereunder.
2.10 "Shares" means shares of the Company's common stock, par value $1
per share.
2.11 "Subsidiary" means any corporation which qualifies as a
"subsidiary corporation" of the Company under Section 424(f) of the Code or, if
applicable, as a "parent corporation" of the Company under Section 424(e) of the
Code.
ARTICLE 3
Administration
3.1 Administration. The Plan shall be administered by the Board. The
Board may appoint a Committee consisting of three or more directors to
administer the Plan and may, to the full extent permitted by law, authorize and
empower such Committee to do any and all things which the Board is authorized
and empowered to do with respect to the Plan. If a Committee is appointed, no
member thereof shall be an employee of the Company or a Subsidiary or shall have
been eligible within one year prior to his appointment to receive an Option or
to receive awards under any other plan of the Company or its Subsidiaries under
which participants are entitled to acquire stock, stock options or stock
appreciation rights of the Company or any of its Subsidiaries. All subsequent
references herein to the Committee shall be deemed to refer to the Board if at
the time there is no Committee serving.
3.2 Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to select the employees to
be granted Options, to determine the number of Shares subject to, and the terms
of, the Options to be granted to each employee selected, to determine the time
when Options will be granted and the period during which Options will be
exercisable, and to prescribe the form of the instruments, if any, embodying
Options. The Committee shall be authorized to interpret the Plan and the Options
granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Option in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the administration of the Plan, as described herein, shall be
final and conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or any officer of the Company to execute and deliver documents on behalf
of the Committee.
<PAGE> 3
ARTICLE 4
Eligibility and Participation
Options may be granted only to key employees of the Company and its
Subsidiaries. Any key employee of the Company or of a subsidiary shall be
eligible to receive one or more Incentive Options, provided at the time such
Incentive Option is granted, he does not own stock (including stock the
ownership of which is attributed to him pursuant to Section 424(d) of the Code)
possessing more than 10 percent of the total voting power of all classes of
stock of the Company or a Subsidiary.
ARTICLE 5
Shares Subject to Plan
5.1 Amount of Stock. There may be issued under the Plan an aggregate of
not more than 6,000,000 Shares, subject to adjustment as provided in Section
5.2. Shares issued pursuant to the Plan may be either authorized but unissued
Shares or reacquired Shares, or both. In the event that Options shall terminate
or expire without being exercised in whole or in part, new Options may be
granted covering the Shares not purchased under such lapsed Options.
5.2 Dilution and Other Adjustments. In the event of any change in the
outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Committee shall determine, in its sole
discretion, that such change equitably requires an adjustment in the number or
kind of shares that may be issued under the Plan, in the number or kind of
shares which are subject to outstanding Options, or in the purchase price per
share relating thereto, such adjustment shall be made by the Committee and shall
be conclusive and binding for all purposes of the Plan.
ARTICLE 6
Terms and Conditions of Options
6.1 Terms of Options. An Option granted under the Plan shall be in such
form as the Committee may from time to time approve. Each Option shall be
subject to the terms and conditions provided in this Article 6 and shall contain
such additional terms and conditions as the Committee may deem desirable, but in
no event shall such terms and conditions be inconsistent with the Plan. In
addition, the terms and conditions of Incentive Options shall in all cases be
consistent with the provisions of the Code applicable to "incentive stock
options" as described in Section 422 of the Code.
6.2 Option Price. The purchase price per Share under an Option will be
determined by the Committee in its discretion, provided, however, that the
purchase price per Share under an Option may not be less than the Fair Market
Value of a Share at the date the Option is granted.
<PAGE> 4
6.3 Option Period. The period during which an Option may be exercised
shall be fixed by the Committee, but no Incentive Option shall be exercisable
after the expiration of ten years from the date such Incentive Option is granted
and no Nonqualified Option shall be exercisable after the expiration of ten
years and one day from the date such Nonqualified Option is granted.
6.4 Consideration. As consideration for the grant of an Option, the
optionee shall state his present intention to remain continuously in the employ
of the Company or a Subsidiary for at least one year from the date the Option is
granted. No Incentive Option shall be exercisable until after the expiration of
such one-year period. Except as provided in Section 6.7, the holder of an Option
must be in the employ of the Company or a Subsidiary at the time the Option is
exercised. An optionee shall be deemed to be in the employ of the Company or a
Subsidiary during any period of military, sick leave or other leave of absence
meeting the requirements of Section 1.421-7(h)(2) of the Federal Income Tax
Regulations, or similar or successor section.
6.5 Exercise of Option. An Option may be exercised in whole or in part
from time to time during the option period (or, if determined by the Committee,
in specified installments during the option period) by giving written notice of
exercise to the Secretary of the Company specifying the number of Shares to be
purchased. Notice of exercise of Option must be accompanied by payment in full
of the purchase price either by cash or check or in Shares owned by the optionee
having a fair market value at the date of exercise (as determined by the
Committee) equal to such purchase price, or in a combination of the foregoing.
No Shares shall be issued in connection with the exercise of an Option until
full payment therefor has been made. An optionee shall have the rights of a
shareholder only with respect to Shares for which certificates have been issued
to him.
6.6 Nontransferability of Options. No Option granted under the Plan
shall be transferable by the optionee otherwise than by will or by the laws of
descent and distribution and such Option shall be exercisable, during his
lifetime, only by him.
6.7 Retirement, Death or Disability of an Optionee.
(a) If an Option is exercisable in specified installments as provided
in Section 6.5 and if the optionee's employment with the Company and its
Subsidiaries terminates by reason of his death, Disability or retirement under a
retirement plan of the Company or a Subsidiary at or after his normal retirement
date or, with the consent of the Committee, at an early retirement date, his
Option shall be exercisable in full, and any restrictions imposed upon exercise
of the Option by reason of the installment requirements shall be of no further
force and effect.
(b) If an optionee's employment with the Company or a Subsidiary
terminates by reason of his Disability, he may exercise his Option during the
period ending on the earlier of the date one year from such termination of
employment or expiration of the option period provided in the Option pursuant to
Section 6.3.
(c) In the event of the death of an optionee while in the employ of the
Company or a Subsidiary, or within the one-year period following his termination
of employment by reason of Disability, or within the three-month period
following his retirement in accordance with subparagraph (d), the Option granted
to him shall be exercisable by the executors,
<PAGE> 5
administrators, legatees or distributees of his estate, as the case may be. In
such case, the Option shall be exercisable to the extent provided in the Option
agreement, but in no event shall such agreement provide that the number of
shares remaining subject to the Option be less than the number of Shares
purchasable by the employee on the date of his death nor more than the total
number of Shares remaining under the Option. The period during which such Option
may be exercised shall end on the earlier of the date one year from the
optionee's death or expiration of the option period provided in the Option
pursuant to Section 6.3. In the event an Option is exercised by the executors,
administrators, legatees or distributees of the estate of a deceased optionee,
the Company shall be under no obligation to issue Shares thereunder unless and
until the Company is satisfied that the person or persons exercising the Option
are the duly appointed legal representatives of the deceased optionee's estate
or the proper legatees or distributees thereof.
(d) If an optionee's employment with the Company and its Subsidiaries
terminates by reason of his retirement under a retirement plan of the Company or
a Subsidiary at or after his normal retirement date or, with the consent of the
Committee, at an early retirement date, he may exercise his Option during the
period ending on the earlier of the date three months from such termination of
employment or expiration of the option period provided in the Option pursuant to
Section 6.3.
6.8 Annual Limitation for Incentive Options. The maximum aggregate fair
market value of the shares of stock of the Company or a Subsidiary (determined
as of the date of grant of the Incentive Option) for which Incentive Options are
exercisable for the first time by an employee during any calendar year (under
the Plan and all other incentive stock option plans of the Company and its
Subsidiaries) shall not exceed $100,000 as, and to the extent, required by
Section 422(d) of the Code.
6.9 Right of First Refusal. Shares acquired under the Plan by an
optionee may not be sold or otherwise disposed of in any way (including a
transfer by gift or by reason of the death of the optionee) until the optionee
(or his legal representative, legatee or distributee of his estate) first offers
to sell the Shares to the Company as herein provided. The price per share at
which the Shares shall be offered to the Company shall be the closing price per
Share reported on the Consolidated Tape (as such price is reported in The Wall
Street Journal) on the date the optionee's offer is received by the Secretary of
the Company. If the Company fails to accept the offer to purchase such Shares
within seven days after such date, the Shares shall thereafter be free of all
restrictions under the Plan.
6.10 Withholding. No Option may be exercised, unless the optionee has
paid, or has made provision satisfactory to the Committee for payment of
federal, state and local income taxes, or any other taxes (other than stock
transfer taxes) which the Company may be obligated to collect as a result of
such issuance. In its sole discretion, and at the request of an optionee, the
Committee may permit an optionee (other than an optionee to whom Section 16(a)
of the Securities Exchange Act (the "Exchange Act") applies), to satisfy the
obligation imposed by this Section, in whole or in part, by instructing the
Company to withhold up to that number of Shares otherwise deliverable to the
optionee with a Fair Market Value equal to the amount of tax to be withheld. An
optionee to whom Section 16(a) of the Exchange Act applies may elect to have a
sufficient number of Shares withheld to fulfill such withholding obligation only
if the election
<PAGE> 6
complies with the requirements regarding the period during which such election
may be made under the provisions of Rule 16b-3 promulgated pursuant to the
Exchange Act. Any fractional share of Common Stock required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid in cash by the
optionee.
ARTICLE 7
Miscellaneous Provisions
7.1 No Implied Rights. No employee or other person shall have any claim
or right to be granted an Option under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary or affect any right of
the Company or any Subsidiary to terminate any employee's employment.
7.2 Securities Law Compliance. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
7.3 Ratification of Actions. By accepting any Option or other benefits
under the Plan, each employee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board or
the Committee.
7.4 Gender. The masculine pronoun means the feminine and the singular
means the plural wherever appropriate.
ARTICLE 8
Amendments or Discontinuance
The Plan may be amended at any time and from time to time by the Board
but no amendment which increases the aggregate number of Shares which may be
issued pursuant to the Plan shall be effective unless and until the same is
approved by the shareholders of the Company. No amendment of the Plan shall
adversely affect any right of any optionee with respect to any Option
theretofore granted without such optionee's written consent.
<PAGE> 7
ARTICLE 9
Termination
The Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) Upon the adoption of a resolution of the Board terminating the
Plan; or
(b) November 11, 1997.
No termination of the Plan shall alter or impair any of the rights or
obligations of any person, without his consent, under any Option theretofore
granted under the Plan.
ARTICLE 10
Dissolution or Merger
Upon a dissolution or liquidation of the Company, or a sale of
substantially all of the assets of the Company and its Subsidiaries and the
acquiring entity does not substitute new and equivalent options for the
outstanding Options hereunder, or a merger or consolidation in which the Company
is not to be the surviving corporation and the surviving corporation does not
substitute new and equivalent Options for the outstanding Options hereunder,
each optionee shall be given at least ten days prior written notice of the
occurrence of such event, every Option outstanding hereunder shall become fully
exercisable, and each optionee may exercise his Option, in whole or in part,
prior to or simultaneously with such event. Upon the occurrence of any such
event, any Option not exercised pursuant hereto shall terminate.
ARTICLE 11
Shareholder Approval and Adoption
The Plan shall be submitted to the shareholders of the Company for
their approval and adoption and Options hereunder may be granted prior to such
approval and adoption but contingent upon such approval and adoption. The
shareholders of the Company shall be deemed to have approved and adopted the
Plan only if it is approved and adopted at a meeting of the shareholders duly
held by vote taken in the manner required by the laws of the State of New York.
<PAGE> 1
EXHIBIT 99(b)
ARROW ELECTRONICS, INC.
RESTRICTED STOCK PLAN - 1991
(as amended and restated)
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation (the
"Company"), hereby amends and restates its restricted stock plan for executives
as described herein which shall be known as THE ARROW ELECTRONICS, INC.
RESTRICTED STOCK PLAN, as amended and restated (the "Plan").
1.2 Purpose. The Plan is intended to promote the interests of the
Company by providing a method pursuant to which certain key employees of the
Company and its Subsidiaries may become owners of shares of Arrow Electronics,
Inc. common stock, par value $1.00 per share ("Shares"), under the terms and
conditions of, and in the manner contemplated by, this Plan and thereby
encourage such employees to continue in the employ of the Company or a
Subsidiary.
ARTICLE 2
Administration
2.1 Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board may appoint a committee (the
"Committee") consisting of three or more directors to administer the Plan and
may to the full extent permitted by law, authorize and empower such Committee to
do any and all things which the Board is authorized or empowered to do with
respect to the Plan. If a Committee is appointed, no member thereof shall be an
employee of the Company or a Subsidiary or shall have been eligible within one
year prior to his appointment to receive awards of Shares ("Awards") under the
Plan or to receive awards under any other plan of the Company or its
Subsidiaries under which participants are entitled to acquire stock or stock
options of the Company or any of its Subsidiaries. All subsequent references
herein to the Committee shall be deemed to refer to the Board if at the time
there is no Committee serving.
2.2 Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to select the employees to
be granted Awards under the Plan, to determine the size and terms of the Awards
to be made to each employee selected, to determine the time when Awards will be
granted, and to prescribe the form of the instruments, if any, embodying Awards
made under the Plan. The Committee shall be authorized to interpret the Plan and
the Awards granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee may correct any defect or supply any omission or
<PAGE> 2
reconcile any inconsistency in the Plan or in any Award in the manner and to the
extent the Committee deems desirable to carry it into effect. Any decision of
the Committee in the administration of the Plan, as described herein, shall be
final and conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or any officer of the Company to execute and deliver documents on behalf
of the Committee.
ARTICLE 3
Eligibility and Participation
3.1 Eligibility. Shares, subject to restrictions as hereafter
specified, may be awarded only to key employees of the Company or a Subsidiary.
3.2 Restricted Stock Awards. The Committee shall determine the persons
to whom Awards of Shares, subject to restrictions as hereafter specified, will
be made, the number of Shares covered by each Award, and the time or times when
Awards will be made. The Committee shall also determine whether an employee to
whom an Award under this Plan is made shall be required to purchase the Shares
subject to the Award from the Company for an amount determined by the Committee
but not in excess of $1.00 per Share. If payment of such an amount is required,
it shall be paid prior to the issuance of the Shares to the employee.
ARTICLE 4
Shares Subject to Plan
4.1 Shares Subject to Plan. There may be issued under the Plan an
aggregate of not more than 1,480,000 Shares, subject to adjustment as provided
in Section 4.2. Shares issued pursuant to the Plan may be either authorized but
unissued Shares or reacquired Shares, or both. If any Shares issued under the
Plan shall be reacquired by the Company pursuant to Section 5.2, such Shares may
again be issued under the Plan.
4.2 Dilution and Other Adjustments. In the event of any change in the
outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Committee shall determine, in its
discretion, that such change equitably requires an adjustment in the number or
kind of Shares that may be issued under the Plan pursuant to Section 4.1, in the
number or kind of Shares which have been awarded to any person hereunder, or in
the repurchase option price per share relating thereto such adjustment shall be
made by the Committee and shall be conclusive and binding for all purposes of
the Plan. Such adjustment may include subjecting any additional Shares or other
property received in respect of the Shares issued pursuant to an Award to the
restrictions imposed under the Plan upon such Shares.
<PAGE> 3
ARTICLE 5
Restrictions on Shares
5.1 Transferability. Shares issued pursuant to Section 3.2 may not be
sold, assigned, transferred, pledged, alienated, hypothecated or otherwise
disposed of as long as the Company has the right to reacquire the Shares as
hereinafter provided in this Article 5.
5.2 Termination of Employment. If the Award grantee's employment with
the Company and its Subsidiaries terminates for any reason, except as specified
in Section 5.3 prior to the end of the period specified in Section 5.4,
(a) if the Shares were transferred to the grantee without his payment
of any purchase price therefor, the Award shall be forfeited and
rescinded as to all Shares which are, at the date of such termination
of employment, subject to the restrictions imposed hereunder, and the
grantee shall promptly return such Shares to the Company, or
(b) if the Shares were sold to the grantee pursuant to Section 3.2, the
Company shall have the option, which it may exercise at any time within
90 days after the grantee's termination of employment, to purchase such
Shares from the grantee at the price per Share at which the Shares were
sold to the grantee.
5.3 Retirement, Death, Total and Permanent Disability. If an Award
grantee's employment with the Company and its Subsidiaries terminates by reason
of his death, Disability or retirement under a retirement plan of the Company or
a Subsidiary at or after his normal retirement age or, with the consent of the
Committee, at an early retirement date, the restrictions imposed upon any Shares
pursuant to Sections 5.1 and 5.2 shall lapse and be of no further force and
effect. The Shares shall thereafter be freely transferable by the grantee or his
estate, subject to the right of first refusal provided for in Section 5.5.
5.4 Lapse of Restrictions. Except as otherwise provided above or as the
Committee may otherwise determine, Shares subject to an Award under the Plan
will become free of the restrictions imposed by Sections 5.1 and 5.2, subject to
the Company's right of first refusal as provided for in Section 5.5, according
to the following schedule:
(a) 25% of the Shares on the first anniversary of the date of the
Award.
(b) 25% of the Shares on the second anniversary thereof,
(c) 25% of the Shares on the third anniversary thereof,
(d) 25% of the Shares on the fourth anniversary thereof.
5.5 Right of First Refusal. Shares acquired under the Plan by a grantee
may not be sold or otherwise disposed of in any way (including a transfer by
gift or by reason of the death of the grantee) until the grantee (or his
personal representative) first offers to sell the Shares to the Company as
herein provided. The price per Share at which the Shares shall be offered to the
<PAGE> 4
Company shall be the closing price per Share reported on the Consolidated Tape
(as such price is reported in The Wall Street Journal) on the date the grantee's
offer is received by the Secretary of the Company. If the Company fails to
accept the offer to purchase such Shares within seven days after such date, the
Shares shall thereafter be free of all restrictions under this Plan.
5.6 Other Restrictions. The Committee shall impose such other
restrictions on any Shares issued pursuant to the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended, under the rules or regulations of any stock exchange upon which the
Shares or any other class of shares of the Company are then listed, and under
any blue sky or securities laws applicable to such Shares.
5.7 Certificate Legend. In addition to any legend placed on
certificates for Shares pursuant to Section 5.6, each certificate representing
Shares issued pursuant to the Plan shall bear the following legend or such other
legend as may be specified by the Committee:
"The shares represented by this certificate are partly paid, may not be
sold, assigned, transferred, pledged, alienated, hypothecated or
otherwise disposed of and are subject to the restrictions on transfer
and forfeiture and resale obligations set forth in the Restricted Stock
Plan of Arrow Electronics, Inc. (the "Company"), a copy of which is on
file with the Secretary of the Company."
ARTICLE 6
Voting and Dividend Rights
6.1 Voting Rights. Grantees holding Shares issued hereunder shall have
full voting rights on such Shares.
6.2 Dividend Rights. Grantees holding Shares issued hereunder shall
have the right to receive and retain dividends paid thereon, subject to Section
4.2 hereof.
ARTICLE 7
Miscellaneous Provisions
7.1 No Implied Rights. No employee or other person shall have any claim
or right to be granted an Award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary.
7.2 Subsidiary. As used herein, the term "Subsidiary" shall mean any
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by the Company.
<PAGE> 5
7.3 Securities Law Compliance. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
7.4 Taxes. The employee granted an Award (or his personal
representative) shall pay to the Company any amount requested by it in respect
of any Federal, State or local income or other taxes required by law to be
withheld with respect to the Shares issued to the employee. If the amount
requested is not promptly paid, the Committee may determine that the Shares are
forfeited to the Company pursuant to Section 5.2.
7.5 Expenses. The expenses of the Plan shall be borne by the Company.
However, if an Award is made to an employee of a Subsidiary of the Company, such
Subsidiary shall pay to the Company an amount equal to the fair market value of
the Shares, as determined by the Committee, on the date such Shares are no
longer subject to the restrictions imposed by Sections 5.1 and 5.2, minus the
amount, if any, received by the Company in respect of the purchase of such
Shares.
7.6 Ratification of Actions. By accepting any Award or other benefit
under the Plan, each employee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board or
the Committee.
7.7 Gender. The masculine pronoun means the feminine and the singular
means the plural wherever appropriate.
ARTICLE 8
Amendments or Discontinuance
The Plan may be amended at any time and from time to time by the Board
but no amendment which increases the aggregate number of Shares which may be
issued pursuant to the Plan shall be effective unless and until the same is
approved by the shareholders of the Company. No amendment of the Plan shall
adversely affect any right of any grantee with respect to any Award theretofore
granted without such grantee's written consent.
<PAGE> 6
ARTICLE 9
Termination
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board
terminating the Plan; or
(b) November 11, 1997.
No termination of the Plan shall alter or impair any of the rights or
obligations of any person, without his consent, under any Award theretofore
granted under the Plan.
