<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1994
Registration No. 33-
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PIONEER-STANDARD ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Ohio 34-0907152
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 East 131st Street
Cleveland, Ohio 44105
(Address of principal executive offices, including zip code)
______________________
PIONEER-STANDARD ELECTRONICS, INC. 1991 STOCK OPTION PLAN
(Full title of the plan)
______________________
<TABLE>
<S> <C>
Copy to:
John V. Goodger
Vice President, Treasurer William A. Papenbrock, Esq.
and Assistant Secretary Calfee, Halter & Griswold
Pioneer-Standard Electronics, Inc. 800 Superior Avenue
4800 East 131st Street Suite 1800
Cleveland, Ohio 44105 Cleveland, Ohio 44114
(216) 587-3600 (216) 622-8200
(Name, address and telephone number, including area code, of agent for service)
</TABLE>
______________________
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- ------------------------------------------------------------------------------------
Common Shares,
without par value 500,000 shares $26.25 $13,125,000 $4,526
____________________________________________________________________________________
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices as quoted on the NASDAQ National Market System for
April 26, 1994.
THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO FORM S-8
REGISTRATION STATEMENT NO. 46008.
<PAGE> 2
The contents of the Registration Statement on Form S-8, File No. 33-46008,
registering 250,000 Common Shares under the Pioneer-Standard Electronics, Inc.
1991 Stock Option Plan, are incorporated by reference.
II-1
<PAGE> 3
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 Cleveland, State of Ohio, on April 28, 1994.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ Preston B. Heller, Jr.
---------------------------
Preston B. Heller, Jr.,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature and Title Date
- ------------------- ----
<S> <C> <C>
/s/ Preston B. Heller, Jr. Chairman of the )
- ------------------------------- Board and Chief Executive )
Preston B. Heller, Jr. Officer )
(Principal Executive Officer) )
)
John V. Goodger* Vice President, )
- ------------------------------- Treasurer and )
John V. Goodger Assistant Secretary )
(Principal Financial Officer) )
)
)
Janice M. Margheret* Senior Vice President )
- ------------------------------- (Principal Accounting )
Janice M. Margheret Officer) )
)
)
)
James L. Bayman* Director )
- ------------------------------- )
James L. Bayman )
)
Frederick A. Downey* Director )
- ------------------------------- )
Frederick A. Downey ) April 28, 1994
)
Victor Gelb* Director )
- ------------------------------- )
Victor Gelb )
)
Gordon E. Heffern* Director )
- ------------------------------- )
Gordon E. Heffern )
)
Arthur Rhein* Director )
- ------------------------------- )
Arthur Rhein )
)
Edwin Z. Singer* Director )
- ------------------------------- )
Edwin Z. Singer )
)
Thomas C. Sullivan* Director )
- ------------------------------- )
Thomas C. Sullivan )
)
Karl E. Ware * Director )
- ------------------------------- )
Karl E. Ware )
</TABLE>
II-2
<PAGE> 4
*The undersigned, by signing his name hereunto, does hereby sign this
Registration Statement on Form S-8 on behalf of Pioneer-Standard Electronics,
Inc. and the above named officers and Directors of Pioneer-Standard
Electronics, Inc. pursuant to powers of attorney executed on behalf of
Pioneer-Standard Electronics, Inc. and each of such officers and Directors and
filed with the Securities and Exchange Commission.
By /s/ Preston B. Heller, Jr.
------------------------------
Preston B. Heller, Jr.
as Attorney-in-Fact
431/15154HFB.400
II-3
<PAGE> 5
PIONEER-STANDARD ELECTRONICS, INC.
EXHIBIT INDEX
Exhibit Sequential
Number Description Page
- ------ ----------
4.1 Amended and Restated 1991 Stock Option Plan. E-2
4.2 Form of Incentive Stock Option Agreement. *
4.3 Form of Non-Qualified Stock Option Agreement. *
5.1 Opinion of Calfee, Halter & Griswold regarding E-6
the validity of the securities being registered.
24.1 Consents of Ernst & Young. E-7
24.2 Consent of Calfee, Halter & Griswold. E-9
25.1 Powers of Attorney and related Certified Resolution. E-10
- ------------
*Previously filed as an exhibit to the Registration Statement on Form S-8, File
No. 33-46008, filed with the SEC on February 28, 1992.
431\15154HFB.400
E-1
<PAGE> 1
EXHIBIT 4.1
PIONEER-STANDARD ELECTRONICS, INC.
AMENDED AND RESTATED
1991 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The Plan is intended to provide a method of providing key employees of
Pioneer-Standard Electronics, Inc. (the "Company") and its subsidiaries with
greater incentive to serve and promote the interests of the Company and its
shareholders. The premise of the Plan is that, if such key employees acquire a
proprietary interest in the business of the Company or increase such
proprietary interest as they may already hold, then the incentive of such key
employees to work toward the Company's continued success will be commensurately
increased. Accordingly, the Company will, from time to time during the
effective period of the Plan, grant to such employees as may be selected to
participate in the Plan options to purchase Common Shares, without par value
("Shares"), of the Company on the terms and subject to the conditions set forth
in the Plan.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Executive Committee of the Board
of Directors or by such other Committee composed of no fewer than three (3)
disinterested members of the Board of Directors of the Company as may be
designated by the Board of Directors (the "Committee"), provided that the
Committee shall not include any person who has been granted or awarded equity
securities under the Plan or under any other plan of the Company entitling the
participants therein to acquire Shares or options to purchase Shares of the
Company at any time within the twelve (12) month period immediately preceding
the date on which such person becomes a member of the Committee. A majority of
the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved
in writing by all of the members, shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its absolute discretion, (a) to determine the employees
to be granted options under the Plan, (b) to determine the number of Shares
subject to each option, (c) to determine the time or times at which options
will be granted, (d) to determine the option price of the Shares subject to
each option, which price shall not be less than the minimum specified in
Section 6 of the Plan, (e) to determine the time or times when each option
becomes exercisable and the duration of the exercise period, (f) to prescribe
the form or forms of the agreements evidencing any options granted under the
Plan (which forms shall be consistent with the Plan), (g) to adopt, amend and
rescind such rules and regulations as, in the Committee's opinion, may be
advisable in the administration of the Plan, and (h) to construe and interpret
the Plan, the rules and regulations and the agreements evidencing options
granted under the Plan and to make all other determinations deemed necessary or
advisable for the administration of the Plan. Any decision made or action
taken in good faith by the Committee in connection with the administration,
interpretation, and implementation of the Plan and of its rules and
regulations, shall, to the extent permitted by law, be conclusive and binding
upon all optionees under the Plan and upon any person claiming under or through
such an optionee, and no member of the Board of Directors shall be liable for
any such decision made or action taken by the Committee.
3. SHARES AVAILABLE FOR OPTIONS
Subject to the provisions of Section 9 of the Plan, the aggregate
number of Shares for which options may be granted under the Plan shall not
exceed seven hundred fifty thousand (750,000).
The Shares to be delivered under exercise of options under the Plan
shall be made available, at the discretion of the Board of Directors, either
from the authorized but
E-2
<PAGE> 2
unissued Shares of the Company or from Shares held by the Company as treasury
shares, including Shares purchased in the open market.
If an option granted under the Plan shall expire or terminate
unexercised as to any Shares covered thereby, such Shares shall thereafter be
available for the granting of other options under the Plan.
Options granted under the Plan shall constitute either incentive stock
options, as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), hereinafter referred to as "incentive stock options", or
non-qualified stock options as the Committee shall determine with respect to
each option granted on or after such date.
4. ELIGIBILITY
Options will be granted only to persons who are employees of the
Company, of a subsidiary of the Company, or of the Company's fifty percent
(50%) - owned affiliate. The term "subsidiary" as used herein shall mean any
corporation, a majority of the stock of which having normal voting rights is
owned directly or indirectly by the Company. The term "employees" shall
include officers as well as all other employees of the Company and its
subsidiaries and shall include Directors who are also employees of the Company
or of a subsidiary of the Company. Neither the members of the Committee nor
any other member of the Board of Directors who is not an employee of the
Company (or of a subsidiary of the Company) shall be eligible to receive an
option under the Plan. Each grant of an option shall be evidenced by an
agreement executed on behalf of the Company by the Chairman of the Board or
another executive officer and delivered to and accepted by the optionee.
In selecting the persons to whom options shall be granted under the
Plan, as well as in determining the number of Shares subject to and the type
and terms and provisions of each option, the Committee shall weigh such factors
as it shall deem relevant to accomplish the purpose of the Plan, namely, to
enhance the incentive of those key employees of the Company and its
subsidiaries who exert authority over and are responsible for the management
and conduct of the Company's business. A person who has been granted an option
under the Plan may be granted an additional option or options if the Committee
shall so determine.
5. TERM OF OPTIONS
The full term of each option granted under the Plan shall be such
period as the Committee shall determine, but shall not be more than ten (10)
years from the date of granting thereof; provided, however, that if an employee
to whom an incentive stock option is granted is at the time of grant of the
incentive stock option an owner as defined in Section 425(d) of the Code of
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any subsidiary corporation (hereinafter referred to
as a "Substantial Shareholder") no incentive stock option granted to such an
employee shall be exercisable after the expiration of five (5) years from the
date of grant of such option.
Each option shall be subject to earlier termination as provided in
Paragraphs (c) and (d) of Section 8.
6. OPTION PRICE
The option price shall be determined by the Committee at the time any
option is granted but shall not be less than one hundred percent (100%) of the
fair market value of the Shares covered thereby at the time the option is
granted, such fair market value to be determined in accordance with procedures
to be established by the Committee; provided, however, that if an employee to
whom an incentive stock option is granted is at the time of the grant of the
incentive stock option a Substantial Shareholder, the option price shall be
determined by the Committee from time to time but shall never be less than one
hundred ten percent (110%) of the fair market value of the Company's Shares on
the date such option is granted.
E-3
<PAGE> 3
7. NON-TRANSFERABILITY OF OPTION
No option granted under the Plan shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code; and such option may
be exercised during the optionee's lifetime only by the optionee or by his
guardian or legal representative.
8. EXERCISE OF OPTIONS
(a) Each option granted under the Plan shall be exercisable on
such date or dates and during such period and for such number of Shares as
shall be set forth in the agreement evidencing such option.
(b) A person electing to exercise an option shall give written
notice to the Company of such election and the number of Shares such person has
elected to purchase and shall, at the time of exercise, tender the full
purchase price of the Shares such person has elected to purchase. The purchase
price may be paid either in cash or in the Company's Shares (excluding
fractional shares), or a combination thereof; provided, however, that the
practice known as "Pyramiding", which involves successive option exercises
using Shares received from a preceding exercise to immediately exercise another
option and so on, shall not be permitted. Shares delivered in payment of the
purchase price shall be valued at the fair market value of such Shares on the
date immediately preceeding the exercise of the option. Until such person has
been issued a certificate or certificates for the Shares so purchased, such
person shall possess no rights of a record holder with respect to any such
Shares.
(c) No option shall be affected by any change of duties or
position of the optionee (including transfer to or from a subsidiary), so long
as such optionee continues to be an employee of the Company or one of its
subsidiaries. If an optionee shall cease to be an employee for any reason
other than death, the options held by such optionee shall thereafter be
exercisable only to the extent of the purchase rights, if any, which had
accrued as of the date of such cessation, provided that the Committee may
provide in the agreement evidencing any option that the Committee may in its
absolute discretion, upon any such cessation of employment, determine (but
shall be under no obligation to determine) that such accrued purchase rights
shall be deemed to include additional Shares covered by such option. Upon any
such cessation of employment, such accrued rights to purchase shall in any
event terminate upon the earlier of (A) the expiration of the full term of the
option or (B) the expiration of thirty (30) days from the date of such
cessation of employment if by reason of discharge or if by reason of voluntary
quit. The agreements evidencing options granted under the Plan may contain
such provisions as the Committee shall approve with reference to the effect of
approved leaves of absence. Nothing in the Plan or in any option granted
hereunder shall confer upon any optionee any right to continue in the employ of
the Company or any of its subsidiaries, or to limit or interfere in any way
with the right of the Company or its subsidiaries to terminate such optionee's
employment at any time, with or without cause.
(d) Should an optionee die while in the employ of the Company or
one of its subsidiaries or within thirty (30) days after cessation of such
employment, such person as shall have acquired, by will or by the laws of
descent and distribution (the "personal representative"), the right to exercise
any option theretofore granted such optionee may, in either case, exercise such
option at any time prior to expiration of its full term or one (1) year from
the date of death of the optionee, whichever is earlier, provided that any such
exercise shall be limited to the purchase rights which had accrued as of the
date when the optionee ceased to be an employee, whether by death or otherwise,
and provided further, however, that the Committee may provide in the agreement
evidencing any option that all Shares covered by such option shall become
subject to purchase immediately upon the death of the optionee.
(e) In the case of incentive stock options, the aggregate fair
market value (determined as of the date the option is granted) of the Shares
with respect to which options are exercisable for the first time by any
individual during any calendar year (under this Plan and all such plans of the
Company and any parent or subsidiary corporation) shall not exceed $100,000.
E-4
<PAGE> 4
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
In the event of any change in the number of outstanding Shares through
the declaration of share dividends, share splits, or consolidations, through
recapitalizations, or by reason of any other increase or decrease in the number
of outstanding Shares effected without receipt of consideration by the Company,
the number of Shares available and reserved for options which may thereafter be
granted, the number of Shares reserved for and subject to any options
outstanding but unexercised, and the price per share payable on the exercise of
any options outstanding but unexercised, shall be adjusted as the Committee
considers appropriate, and all such adjustments by the Committee shall be
conclusive and binding upon all optionees under the Plan and upon any person
claiming under or through such an optionee.
10. ISSUANCE OF SUBSTITUTE OPTIONS
The Committee may also make a determination, subject to approval and
authorization by the Board of Directors, to issue options having terms and
provisions which vary from those specified herein, provided that any options
issued pursuant to this Section are issued in substitution for, or in
connection with the assumption of, existing options issued by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation in which the Company or a subsidiary is a party.
11. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Board of Directors may at any time terminate or from time to time
amend or suspend the Plan; provided, however, that no such amendment shall,
without approval of the shareholders of the Company, except as provided in
Section 9 hereof, (a) increase the aggregate number of Shares as to which
options may be granted under the Plan; (b) change the minimum option exercise
price; (c) increase the maximum period during which options may be exercised;
(d) extend the effective period of the Plan; (e) modify the requirements for
participation in the Plan; or (f) permit the granting of options to members of
the Committee. No option may be granted during any suspension of the Plan or
after the Plan has been terminated and no amendment, suspension or termination
shall, without the optionee's consent, alter or impair any of the rights or
obligations under any option theretofore granted to such person under the Plan.
12. EFFECTIVE DATE AND DURATION OF PLAN
This Plan shall become effective upon its approval by the affirmative
vote of the holders of a majority of the outstanding Shares present in person
or by proxy and entitled to vote on this Plan at the Annual Meeting of the
Shareholders of the Company on July 23, 1991, or any adjournment thereof. No
options may be granted under this Plan subsequent to July 22, 2001.
431/15154HFB.400
E-5
<PAGE> 1
[Calfee, Halter & Griswold Letterhead Here]
EXHIBIT 5.1
April 28, 1994
Pioneer-Standard Electronics, Inc.
4800 East 131st Street
Cleveland, Ohio 44105
We are familiar with the proceedings taken and proposed to be
taken by Pioneer-Standard Electronics, Inc., an Ohio corporation (the
"Company"), with respect to an additional 500,000 Common Shares, without par
value (the "Shares"), of the Company to be offered and sold from time to time
pursuant to the Company's 1991 Stock Option Plan (the "Plan"). As counsel for
the Company, we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Shares
under the Securities Act of 1933, as amended.
In this connection, we have examined the Articles of
Incorporation and the Code of Regulations of the Company, both as amended,
records of proceedings of the Board of Directors and Shareholders of the
Company relating to the Plan, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based
upon our examination and inquiries, we are of the opinion that the Shares, when
offered and sold upon the exercise of the options pursuant to the terms and
conditions of the Plan, will be duly authorized and validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
CALFEE, HALTER & GRISWOLD
431\15154HFB.400
E-6
<PAGE> 1
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement and
related prospectus pertaining to the 1991 Incentive Stock Option Plan of
Pioneer-Standard Electronics, Inc. of our report dated May 5, 1993 with respect
to the financial statements and schedules of Pioneer- Standard Electronics,
Inc. incorporated by reference in the Annual Report (Form 10-K) for the year
ended March 31, 1993 filed with the Securities and Exchange Commission.
ERNST & YOUNG
Cleveland, Ohio
April 25, 1994
431\15154HFB.400
E-7
<PAGE> 2
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement and
related prospectus pertaining to the 1991 Incentive Stock Option Plan of
Pioneer-Standard Electronics, Inc. of our report dated April 30, 1993 with
respect to the financial statements and schedules of Pioneer Technologies
Group, Inc. included in the Annual Report (Form 10-K) of Pioneer-Standard
Electronics, Inc. for the year ended March 31, 1993 filed with the Securities
and Exchange Commission.
ERNST & YOUNG
Washington, D.C.
April 25, 1994
431\15154HFB.400
E-8
<PAGE> 1
EXHIBIT 24.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
431\15154HFB.400
E-9
<PAGE> 1
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER AND DIRECTOR POWER OF ATTORNEY
The undersigned Director and Officer of Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), which anticipates
filing with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 with respect to up to an additional 500,000 Common Shares, without
par value, pursuant to the Company's 1991 Stock Option Plan (the "Plan"),
hereby constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John
V. Goodger and William A. Papenbrock and each of them, as his attorney, with
full power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Preston B. Heller, Jr.
-------------------------
PRESTON B. HELLER, JR.
Chairman of the Board,
Chief Executive Officer, and
Director
431/15154HFB.400
E-10
<PAGE> 2
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ James L. Bayman
------------------------
JAMES L. BAYMAN
Director
431/15154HFB.400
E-11
<PAGE> 3
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Frederick A. Downey
------------------------------
FREDERICK A. DOWNEY
Director
431/15154HFB.400
E-12
<PAGE> 4
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Victor Gelb
----------------------
VICTOR GELB
Director
431/15154HFB.400
E-13
<PAGE> 5
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Gordon E. Heffern
---------------------------
GORDON E. HEFFERN
Director
431/15154HFB.400
E-14
<PAGE> 6
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Arthur Rhein
--------------------------
ARTHUR RHEIN
Director
431/15154HFB.400
E-15
<PAGE> 7
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Edwin Z. Singer
-----------------------------
EDWIN Z. SINGER
Director
431/15154HFB.400
E-16
<PAGE> 8
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Thomas C. Sullivan
----------------------------
THOMAS C. SULLIVAN
Director
431/15154HFB.400
E-17
<PAGE> 9
PIONEER-STANDARD ELECTRONICS, INC.
DIRECTOR POWER OF ATTORNEY
The undersigned Director of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Karl E. Ware
--------------------------
KARL E. WARE
Director
431/15154HFB.400
E-18
<PAGE> 10
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER POWER OF ATTORNEY
The undersigned Officer of Pioneer-Standard Electronics, Inc.,
an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ John V. Goodger
----------------------------------
John V. Goodger
Vice President, Treasurer
and Assistant Secretary
(Principal Financial Officer)
431/15154HFB.400
E-19
<PAGE> 11
PIONEER-STANDARD ELECTRONICS, INC.
OFFICER POWER OF ATTORNEY
The undersigned Officer of Pioneer-Standard Electronics, Inc.,
an Ohio corporation (the "Company"), which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
with respect to up to an additional 500,000 Common Shares, without par value,
pursuant to the Company's 1991 Stock Option Plan (the "Plan"), hereby
constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock and each of them, as her attorney, with full
power of substitution and resubstitution, for and in her name, place, and
stead, to sign and file, or to cause the proposed Registration Statement and
any and all amendments (including post-effective amendments) and Exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, and any and all applications, certificates and other documents to
be filed with the Securities and Exchange Commission or any and all
applications, certificates or other documents to be filed with any governmental
or private agency or official relative to the issuance of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
at Cleveland, Ohio, this 26th day of April, 1994.
By: /s/ Janice M. Margheret
---------------------------------
Janice M. Margheret
Senior Vice President
(Principal Accounting Officer)
431/15154HFB.400
E-20
<PAGE> 12
PIONEER-STANDARD ELECTRONICS, INC.
ISSUER POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), which anticipates
filing with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 with respect to up to an additional 500,000 Common Shares, without
par value, pursuant to the Company's 1991 Stock Option Plan (the "Plan"),
hereby constitutes and appoints Preston B. Heller, Jr., James L. Bayman, John
V. Goodger and William A. Papenbrock or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for it in any and all capacities, to sign and file, or to cause
the proposed Registration Statement and any and all amendments (including post-
effective amendments) and Exhibits thereto, and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, and any and all
applications, certificates and other documents to be filed with the Securities
and Exchange Commission or any and all applications, certificates or other
documents to be filed with any governmental or private agency or official
relative to the issuance of said Common Shares, with full power and authority
to do and perform any and all acts and things whatsoever requisite and
necessary to be done in the premises, hereby ratifying and approving the acts
of such attorney or any such substitute.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, on April, 26, 1994.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ Preston B. Heller, Jr.
--------------------------------
PRESTON B. HELLER, JR.
Chairman of the Board,
Chief Executive Officer, and
Director
Attest: /s/ William A. Papenbrock
431/15154HFB.498
E-21
<PAGE> 13
PIONEER-STANDARD ELECTRONICS, INC.
Certified Resolution
I, William A. Papenbrock, Secretary of Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company") do hereby certify that
the following is a true copy of a resolution adopted by the Board of Directors
on April 26, 1994 and that the same has not been changed and remains in full
force and effect.
RESOLVED, that Preston B. Heller Jr., James L. Bayman, John V.
Goodger and William A. Papenbrock be, and each of them hereby is, appointed as
the attorney of Pioneer-Standard Electronics, Inc., with full power of
substitution and resubstitution for and in the name, place and stead of the
Company to sign, attest and file a Registration Statement on Form S-8, or any
other appropriate form that may be used from time to time, with respect to the
issue and sale of its Common Shares, and any and all amendments, post-effective
amendments and exhibits to such Registration Statement and any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any national securities exchange pertaining to the listing
thereon of the Common Shares covered by such Registration Statement or
pertaining to such registration and any and all applications or other documents
to be filed with any governmental or private agency or official relative to the
issuance of said Common Shares with full power and authority to do and perform
any and all acts and things whatsoever requisite and necessary to be done in
the premises, hereby ratifying and approving the acts of such attorneys or any
such substitute or substitutes and, without implied limitation, including in
the above authority to do the foregoing on behalf and in the name of any duly
authorized officer of the Company; and the Chairman of the Board of Directors
of the Company and the President be, and hereby are authorized and directed for
and on behalf of the Company to execute a Power of Attorney evidencing the
foregoing appointment
/s/ William A. Papenbrock
--------------------------------
WILLIAM A. PAPENBROCK, Secretary
Dated: April 26, 1994
431/15154HFB.498
Writer's Direct Dial No. is (216) 622-8412
E-22
