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As filed with the Securities and Exchange Commission on December 28, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARROW ELECTRONICS, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
New York 11-1806155
(State of Incorporation) (I.R.S. Employer
Identification No.)
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25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Address and telephone number of principal executive offices)
Arrow Electronics, Inc.
Wyle Electronics EPU
Replacement Program
(Full Title of the Plan)
Robert E. Klatell, Esq.
Executive Vice President
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Name, address and telephone number of agent for service)
Copies to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock (par value 90,000 --- --- $0
$1.00 per share)
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* Pursuant to Rule 457(h)(3) under the Securities Act of 1933, as amended, the
securities are offered through an employee benefit plan that covers the resale
of the same securities and no additional filing fee is required with respect to
securities offered for resale.
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PART I
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of
90,000 shares of Common Stock, $1.00 par value per share, of ARROW ELECTRONICS,
INC. (the "Registrant") that may be awarded under the Arrow Electronics, Inc.
Wyle Electronics EPU Replacement Program (the "Plan"). Documents containing the
information required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b). Such documents
are not filed with the Securities and Exchange Commission (the "Commission" or
the "SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Arrow Electronics, Inc., 25 Hub Drive,
Melville, New York 11747 (telephone: (516) 391-1300).
PART II
INFORMATION REQUIRED IN THE REGISTRATION
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Arrow
Electronics, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, 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 fiscal year
ended December 31, 1999.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
3. The Company's Current Reports on Form 8-K dated September 1,
2000, September 18, 2000 and December 22, 2000.
4. The description of the Company's Capital Stock contained in
the registration statement filed with the Commission under the
1934 Act, including any amendment or report filed for the
purpose of updating such description.
5. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act.
All documents, filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 Exchange 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.
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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
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
The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the Exchange Act and a description of the
Common Stock is contained in the Exchange Act registration statement which has
been filed with the Commission.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of this Company'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 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 Company also maintains directors' and officers' liability
insurance coverage which insures directors and officers of the Company against
certain losses arising from claims made, and for which the Company has not
provided reimbursement, by reason of their being directors and officers of the
Company or its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 8.
ITEM 9. UNDERTAKINGS.
(1) The Company 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;
(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,
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represent a fundamental change in the
information set forth in the Registration
Statement; and
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 that 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 Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the issuer's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the above-mentioned provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 and the State of New York, on December
27, 2000.
ARROW ELECTRONICS, INC.
By: /s/ Robert E. Klatell
--------------------------
Robert E. Klatell
Executive Vice President
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints Stephen P. Kaufman, Francis M. Scricco, Robert E.
Klatell, and John C. Waddell and each of them acting singly, as his or her true
and lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in his or her name,
place and stead in any and all capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments and supplements to the said Registration Statement,
and to file the same, with 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 fully to all intents and purposes as
he or she might or could do in person hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
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SIGNATURE TITLE DATE
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/s/ Stephen P. Kaufman Chairman of the Board December 27, 2000
------------------------------
Stephen P. Kaufman
/s/ Francis M. Scricco President, Chief Executive Officer, and December 27, 2000
------------------------------ Director (Principal Executive Officer)
Francis M. Scricco
/s/ Robert E. Klatell Executive Vice President, Secretary, and December 27, 2000
------------------------------ Director
Robert E. Klatell
/s/ Sam R. Leno Senior Vice President (Principal Financial December 27, 2000
------------------------------ Officer)
Sam R. Leno
/s/ Paul J. Reilly Vice President-Finance (Principal December 27, 2000
------------------------------ Accounting Officer)
Paul J. Reilly
------------------------------ Director December ___, 2000
Daniel W. Duval
------------------------------ Director December ___, 2000
Carlo Geirsch
/s/ John N. Hanson Director December 27, 2000
------------------------------
John N. Hanson
------------------------------ Director December ___, 2000
Roger King
/s/ Karen Gordon Mills Director December 27, 2000
------------------------------
Karen Gordon Mills
------------------------------ Director December ___, 2000
Richard S. Rosenbloom
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/s/ Barry W. Perry Director December 27, 2000
------------------------------
Barry W. Perry
/s/ John C. Waddell Director December 27, 2000
------------------------------
John C. Waddell
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EXHIBIT INDEX
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Exhibit No. Description
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5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the
legality of the Company's Common Stock.
23(a) Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
the Opinion filed as Exhibit 5 hereto).
23(b) Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (set forth on the signature page hereof).
99(a) Arrow Electronics, Inc. Wyle Electronics EPU Replacement
Program.
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