<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-
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)
<TABLE>
<S> <C>
Ohio 34-0907152
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
4800 East 131st Street
Cleveland, Ohio 44105
(Address of Principal Executive Offices, including Zip Code)
______________________
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
______________________
Copy to:
<TABLE>
<S> <C>
John V. Goodger William A. Papenbrock, Esq.
Vice President, Treasurer and Calfee, Halter & Griswold
Assistant Secretary 1400 McDonald Investment Center
4800 East 131st Street Cleveland, Ohio 44114
Cleveland, Ohio 44105 (216) 622-8200
(216) 587-3600
</TABLE>
(Name, address and telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 50,000 $13.00 $650,000 $225.00
without par value shares
- ----------------------------------------------------------------------------------------------------
</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 Stock Market for June 25,
1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Pioneer-Standard Electronics, Inc.
(the "Company"), previously filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995, other than the
portions of such documents, which by statute, by
designation in such document or otherwise, are not
deemed to be filed with the Commission or are not
required to be incorporated herein by reference; and
2. The Company's Quarterly Report on Form 10-Q for the
fiscal quarters ended June 30, 1995, September 30,
1995 and December 31, 1995;
3. The Company's definitive Proxy Statement used in
connection with its Annual Meeting of Shareholders
held on July 25, 1995, other than the portions of
such documents, which by statute, by designation in
such document or otherwise, are not deemed to be
filed with the Commission or are not required to be
incorporated herein by reference;
4. The Company's Current Report on Form 8-K dated
December 13, 1995; and
5. The Company's Form 8-A dated February 9, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, prior to the filing of a post-effective amendment
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 the Registration Statement and to be a part hereof from the date
of filing of such documents, other than the portions of such documents which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this Registration Statement 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
II-2
<PAGE> 3
Item 6. Indemnification of Directors and Officers
Section 1701.13 of the Ohio Revised Code sets forth the
conditions and limitations governing the indemnification of officers, Directors
and other persons. Section 1701.13 provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation in a similar capacity with another
corporation or other entity, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement incurred in connection
therewith if he or she acted in good faith and in a manner that he or she
reasonably believed to be in the best interests of the corporation and, with
respect to a criminal proceeding, had no reasonable cause to believe that his
or her conduct was unlawful. With respect to a suit by or in the right of the
corporation, indemnity may be provided to the foregoing persons under Section
1701.13 on a basis similar to that set forth above, except that no indemnity
may be provided in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless and to the
extent that the Court of Common Pleas or the court in which such action, suit
or proceeding was brought determines that despite the adjudication of liability
but in view of all the circumstances of the case such person is entitled to
indemnity for such expenses as the court deems proper. Moreover, Section
1701.13 provides for mandatory indemnification of a Director, officer, employee
or agent of the corporation to the extent that such person has been successful
in defense of any such action, suit or proceeding and provides that a
corporation shall pay the expenses of an officer or Director in defending an
action, suit or proceeding upon receipt of an undertaking to repay such amounts
if it is ultimately determined that such person is not entitled to be
indemnified. Section 1701.13 establishes provisions for determining whether a
given person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 1701.13 is not exclusive
of any rights to indemnity or advancement of expenses to which such person may
be entitled under any by-law, agreement, vote of shareholders or disinterested
Directors or otherwise.
Under certain circumstances provided in Article VIII of the
Registrant's Code of Regulations, as amended, and subject to Section 1701.13 of
the Ohio Revised Code (which sets forth the conditions and limitations
governing the indemnification of officers, Directors and other persons), the
Registrant will indemnify any Director or officer or any former Director or
officer of the Registrant against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him or her by reason of the fact that he or she is or was such
Director or officer in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.
The Registrant has entered into indemnity agreements (the
"Indemnity Agreements") with the current Directors and executive officers of
the Registrant and expects to enter into similar agreements with any Director
or executive officer elected or appointed in the future at the time of their
election or appointment. Pursuant to the Indemnity Agreements, the Registrant
will indemnify a Director or executive officer of the Registrant (the
"Indemnitee") if the Indemnitee is a party to or otherwise involved in any
legal proceeding by reason of the fact that the Indemnitee is or was a Director
or executive officer of the Registrant, or is or was serving at the request of
the Registrant in certain capacities with another entity, against all expenses,
judgments, settlements, fines and penalties, actually and reasonably incurred
by the Indemnitee in connection with the defense or settlement of such
proceeding. Indemnity is only available if the Indemnitee acted in good faith
and in a manner which he or she reasonably believed to be in, or not opposed
to, the best interests of the Registrant. The same coverage is provided
whether or not the suit or proceeding is a derivative action. Derivative
actions may be defined as actions brought by one or more shareholders of a
corporation to enforce a corporate right or to prevent or remedy a wrong to the
corporation in cases where the corporation,
II-3
<PAGE> 4
because it is controlled by the wrongdoers or for other reasons, fails or
refuses to take appropriate action for its own protection. The Indemnity
Agreements mandate advancement of expenses to the Indemnitee if the Indemnitee
provides the Registrant with a written promise to repay the advanced amounts in
the event that it is determined that the conduct of the Indemnitee has not met
the applicable standard of conduct. In addition, the Indemnity Agreements
provide various procedures and presumptions in favor of the Indemnitee's right
to receive indemnification under the Indemnity Agreement.
Under the Registrant's Director and Officer Liability Insurance
Policy, each Director and certain officers of the Registrant are insured
against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof), which, individually or in the
aggregate, represents 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 (a)(1)(i) and (a)(1)(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 is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
II-4
<PAGE> 5
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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
against the Company 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 of 1933 and will be governed
by the final adjudication of such issue.
II-5
<PAGE> 6
SIGNATURES
Pursuant to the requirements, 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, this 28th day of
June, 1996.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ James L. Bayman
--------------------------------
James L. Bayman, Chief Executive
Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints James L. Bayman, John V. Goodger and
William A. Papenbrock, or any one of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution for him or her
and his or her name, place and stead, in any and all capacities, to sign any or
all amendments or post-effective amendments 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 such
attorneys-in-fact and agents, or any one of them, 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 and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any one of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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 on June 28, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ James L. Bayman Chief Executive Officer, President
- ----------------------------------- and Director (Principal Executive
James L. Bayman Officer)
/s/ John V. Goodger Vice President, Treasurer and
- ----------------------------------- Assistant Secretary (Principal
John V. Goodger Financial and Accounting Officer)
/s/ Preston B. Heller, Jr. Director
- -----------------------------------
Preston B. Heller, Jr.
/s/ Frederick A. Downey Director
- -----------------------------------
Frederick A. Downey
/s/ Victor Gelb Director
- -----------------------------------
Victor Gelb
/s/ Gordon E. Heffern Director
- -----------------------------------
Gordon E. Heffern
</TABLE>
II-6
<PAGE> 7
<TABLE>
<S> <C>
/s/ Arthur Rhein Director
- -----------------------------------
Arthur Rhein
/s/ Edwin Z. Singer Director
- -----------------------------------
Edwin Z. Singer
/s/ Thomas C. Sullivan Director
- -----------------------------------
Thomas C. Sullivan
/s/ Karl E. Ware Director
- -----------------------------------
Karl E. Ware
</TABLE>
II-7
<PAGE> 8
EXHIBIT 5.1
June 28, 1996
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 50,000 Common Shares, without par value (the "Shares"), of the
Company to be offered and sold from time to time pursuant to the Company's 1995
Stock Option Plan for Outside Directors (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, 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 described above.
Very truly yours,
CALFEE, HALTER & GRISWOLD
II-8
<PAGE> 9
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement and
related prospectus pertaining to the 1995 Stock Option Plan for Outside
Directors of Pioneer-Standard Electronics, Inc. of our reports dated May 5,
1995, with respect to the consolidated financial statements and schedule of
Pioneer-Standard Electronics, Inc. incorporated by reference and included in
the Annual Report (Form 10-K) for the year ended March 31, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
June 27, 1996
II-9
<PAGE> 10
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their opinion
filed as Exhibit 5.1 to this Registration Statement.
II-10
<PAGE> 11
EXHIBIT 24.1
PIONEER-STANDARD ELECTRONICS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, Pioneer-Standard Electronics, Inc.
hereby constitutes and appoints James L. Bayman, John V. Goodger and William A.
Papenbrock, or any one or more of them, his attorneys-in-fact and agents, each
with full power of substitution and resubstitution for it in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting onto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on June 28, 1996.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ John V. Goodger
-------------------------------
John V. Goodger,
Vice President, Treasurer and
Assistant Secretary
II-11
<PAGE> 12
EXHIBIT 24.1
(Continued)
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 July 25,
1995, and that the same has not been changed and remains in full force and
effect.
RESOLVED, that 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 automated
quotation system of a registered securities association, including The Nasdaq
Stock Market pertaining to the quotation 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 registration 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 the authority to do the
foregoing things on behalf of the Company in the name of the person so acting
or on behalf and in the name of any duly authorized officer of the Company; and
the Chief Executive Officer and President of the Company be, and hereby is
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: June 28, 1996
II-12
<PAGE> 13
PIONEER-STANDARD ELECTRONICS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page
- ------- ----------- ---------
<S> <C> <C>
4.1 Amended Articles of Incorporation of the Company,
which is incorporated herein by reference from the
Company's Form 10-K for the year ended March 31, 1982. N/A
4.2 Amended Code of Regulations of the Company, which is
incorporated herein by reference from the Company's
Annual Report on Form 10-K for the year ended
March 31, 1988. N/A
4.3 Rights Agreement dated as of April 25, 1989 by and
between the Company and AmeriTrust Company National
Association, which is incorporated herein by reference
from the Company's Annual Report on Form 10-K for the year
ended March 31, 1989 N/A
5.1 Opinion of Calfee, Halter & Griswold regarding the
validity of the securities being registered (see
Page II-7 of this Registration Statement).
23.1 Consent of Ernst & Young LLP (see Page II-8 of this
Registration Statement).
23.2 Consent of Calfee, Halter & Griswold (see Page II-9
of this Registration Statement).
24.1 Power of Attorney and related Certified Resolution
(see Pages II-10 and II-11 of this Registration
Statement).
99.1 1995 Stock Option Plan for Outside Directors, as amended.
99.2 Form of Stock Option Agreement for Outside Directors.
</TABLE>
E-1
<PAGE> 1
EXHIBIT 99.1
1995 Stock Option Plan for Outside Directors
<PAGE> 2
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Pioneer-Standard Electronics, Inc., hereinafter called the "Company,"
hereby adopts a stock option plan for eligible directors of the Company
pursuant to the following terms and provisions:
1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter
called the "Plan," is to provide additional incentive to those directors of the
Company who are not employees of the Company or any of its subsidiaries or
affiliates by encouraging them to acquire a new or an additional share
ownership in the Company, thus increasing their proprietary interest in the
Company's business and providing them with an increased personal interest in
the Company's continued success and progress. These objectives will be
promoted through the grant of options to acquire the Company's Common Shares,
without par value (the "Common Shares"), pursuant to the terms of the Plan.
Only those directors who meet the qualifications stated above are eligible for
and shall receive options under this Plan.
2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
upon adoption by the Board of Directors on April 25, 1995, subject to approval
by holders of a majority of the outstanding shares of voting capital stock of
the Company. In the event the Plan is not so approved within twelve (12)
months after the date the Plan is adopted by the Board of Directors, the Plan
and the options granted hereunder shall be null and void.
3. SHARES SUBJECT TO THE PLAN. The shares to be issued upon the
exercise of the options granted under the Plan shall be Common Shares of the
Company. Either treasury or authorized and unissued Common Shares, or both, as
the Board of Directors shall from time to time determine, may be so issued.
Common Shares which are subject of any lapsed, expired or terminated options
may be made available for reoffering under the Plan. If an option granted
under this Plan is exercised pursuant to the terms and conditions of subsection
5(b), any Common Shares which are the subject thereof shall not thereafter be
available for reoffering under the Plan.
Subject to the provisions of the next succeeding paragraph of this
Section 3, the aggregate number of Common Shares for which options may be
granted under the Plan shall be fifty thousand (50,000) Common Shares.
In the event the date of adoption of the Plan by the Board of
Directors the Common Shares should, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization or other such change, be increased or decreased or changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option (in whole or in part) granted under the Plan and each Common Share made
available for grant to each eligible Director pursuant to Section 4 hereof, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be changed or for which each such Common Share
shall be exchanged, (ii) the option price per Common Share or unit of
securities shall be increased or decreased proportionately so that the
aggregate purchase price for the securities subject to the option shall remain
the same as immediately prior to such event, and (iii) the Board shall make
such other adjustments as may be appropriate and equitable to prevent
enlargement or dilution of option rights. Any such adjustment may provide for
the elimination of fractional shares.
4. GRANT OF OPTIONS. Subject to the terms of the Plan, and
effective upon its adoption by the Board of Directors, options shall be granted
to each eligible director for the purchase of a maximum of five thousand
(5,000)
<PAGE> 3
Common Shares by each such director at an option price per share equal to the
fair market value of a Common Share of the Company on the date said options are
granted. Thereafter, options for the purchase of five thousand (5,000) Common
Shares shall be granted to each newly elected eligible director immediately
upon his or her election to the Board of Directors. Each such option granted
shall be exercisable for a period of ten (10) years from the date of grant.
One thousand (1,000) Common Shares shall be exercisable during the first year
of said period. Thereafter, during each succeeding year each such option may
be exercised for up to a maximum of twenty percent (20%) of the total number of
shares subject to the option, which annual rights of exercise shall be
cumulative.
5. OPTION PROVISIONS.
(a) Limitation on Exercise and Transfer of Options. Only
the director to whom the option is granted may exercise the same except where a
guardian or other legal representative has been duly appointed for such
director and except as otherwise provided in the case of such director's death.
No option granted hereunder shall be transferable otherwise than by the Last
Will and Testament of the director to whom it is granted or, if the director
dies intestate, by the applicable laws of descent and distribution. No option
granted hereunder may be pledged or hypothecated, nor shall any such option be
subject to execution, attachment or similar process.
(b) Exercise of Option. Each option granted hereunder
may be exercised in whole or in part (to the maximum extent then exercisable)
from time to time during the option period, but this right of exercise shall be
limited to whole shares. Options shall be exercised by the optionee giving
written notice to the Secretary or the Vice President, Treasurer and Assistant
Secretary of the Company at its principal business office, by certified mail,
return receipt requested, of intention to exercise the same and the number of
Common Shares with respect to which the Option is being exercised (the "Notice
of Exercise of Option") accompanied by full payment of the purchase price in
cash or in whole or in part in Common Shares having a fair market value on the
date before the option is exercised equal to that portion of the purchase price
for which payment in cash is not made. Such Notice of Exercise of Option shall
be deemed delivered upon deposit into the mails.
(c) Termination of Directorship. If the optionee ceases
to be a director of the Company, his or her option shall terminate on the
effective date of termination of his or her directorship and neither he or she
nor any other person shall have any right after such date to exercise all or
any part of such option. If, however, the termination of the directorship is
due to death, then the option may be exercised within twelve (12) months after
the optionee's death by the optionee's estate or by the person designated in
the optionee's Last Will and Testament or to whom transferred by the applicable
laws of descent and distribution. Notwithstanding the foregoing, in no event
shall any option be exercisable after the expiration of the option period and
not to any greater extent than the optionee would have been entitled to
exercise the option at the time of death.
(d) Acceleration of Exercise of Options in Certain
Events. Notwithstanding anything in the foregoing to the contrary, in the
event of a "change in control" the eligible director shall have the immediate
right and option (notwithstanding the provisions of paragraph 4 hereof) to
exercise the option with respect to all Common Shares covered by the option,
which exercise, if made, shall be irrevocable. The term "change in control"
shall include, but not be limited to: (i) the first purchase of shares
pursuant to a tender offer or exchange (other than a tender offer or exchange
by the Company) for all or part of the Company's common shares of any class or
any securities convertible into such common shares; (ii) the receipt by the
Company of a Schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is
2
<PAGE> 4
defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty
percent (20%) or more of the Company's shares of capital stock calculated as
provided in paragraph (d) of said Rule 13d-3, other than a person who was the
beneficial owner of such percentage of the Company's capital stock on the date
of adoption of the Plan by the Board of Directors; (iii) the date of approval
by shareholders of the Company of an agreement providing for any consolidation
or merger of the Company in which the Company will not be the continuing or
surviving corporation or pursuant to which shares of capital stock, of any
class or any securities convertible into such capital stock, of the Company
would be converted into cash, securities, or other property, other than a
merger of the Company in which the holders of shares of all classes of the
Company's capital stock immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving corporation
immediately after the merger; (iv) the date of the approval by shareholders of
the Company of any sale, lease, exchange, or other transfer (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company; or (v) the adoption of any plan or proposal for the liquidation
(but not a partial liquidation) or dissolution of the Company.
(e) Option Agreements. Options granted under the Plan
shall be subject to the further terms and provisions of an Option Agreement, a
copy of which is attached hereto as Exhibit 1, the execution of which by each
optionee shall be a condition to the receipt of an option.
6. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The options
to be granted hereunder shall be further conditioned upon receipt of the
following investment representation from the optionee:
"I further agree that any Common Shares of Pioneer-Standard
Electronics, Inc., which I may acquire by virtue of this option shall
be acquired for investment purposes only and not with a view to
distribution or resale; provided, however, that this restriction shall
become inoperative in the event the said Common Shares subject to this
option shall be registered under the Securities Act of 1933, as
amended, or in the event there is presented to Pioneer-Standard
Electronics, Inc. an opinion of counsel satisfactory to
Pioneer-Standard Electronics, Inc., Inc. to the effect that the offer
or sale of the Common Shares subject to this option may lawfully be
made without registration under the Securities Act of 1933, as
amended."
The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of an option granted under the
Plan prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such Common Shares to listing on any national
securities exchange on which the Common Shares may be listed, (iii) the
completion of any registration or other qualification of the Common Shares
under any state or federal law or ruling or regulations of any governmental
body which the Company shall, in its sole discretion, determine to be necessary
or advisable or the determination by the Company, in its sole discretion, that
any registration or other qualification of the Common Shares is not necessary
or advisable and (iv) the obtaining of an investment representation from the
optionee in the form stated above or in such other form as the Company, in its
sole discretion, shall determine to be adequate.
7. GENERAL PROVISIONS. For all purposes of this Plan the fair
market value of a Common Share shall be determined as follows: so long as the
Common Shares of the Company are listed upon an established stock exchange or
exchanges or on the Nasdaq National Market System such fair market value shall
be determined to be the highest closing price of such Common Shares on such
stock exchange or exchanges or on such market system on the day the option is
granted
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<PAGE> 5
(or the day before the Common Shares are tendered as payment, in the case of
determining fair market value for that purpose) or if no sale of such Common
Shares shall have been made on any stock exchange on that day, then on the next
preceding day on which there was a sale of such Common Shares; and during any
period of time as such Common Shares are not listed upon an established stock
exchange or the Nasdaq National Market System the fair market value per share
shall be the last sales price of such Common Shares in the over-the-counter
market on the day the option is granted (or the day before the shares are
tendered as payment, in the case of determining fair market value for that
purpose), as reported by the National Association of Securities Dealers, Inc.
The liability of the Company under the Plan and any distribution of
Common Shares made hereunder is limited to the obligations set forth herein
with respect to such distribution and no term or provision of the Plan shall be
construed to impose any liability on the Company in favor of any person with
respect to any loss, cost or expense which the person may incur in connection
with or arising out of any transaction in connection with the Plan, including,
but not limited to, any liability to any Federal, state, or local tax authority
and/or any securities regulatory authority.
The Plan shall not be amended more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
With respect to Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, or any successor to such Rule, (i) the Plan is intended to comply with
all applicable conditions of Rule 16b-3; (ii) all transactions are subject to
the conditions and requirements of Rule 16b-3, regardless of whether the
conditions are expressly set forth in the Plan; and (iii) any provision of the
Plan or actions by plan administrators that is contrary to any condition or
requirement of Rule 16b-3 shall not apply to any Director participating in the
Plan.
Nothing in the Plan or in any option agreement shall confer upon any
optionee any right to continue as a director of the Company, or to be entitled
to any remuneration or benefits not set forth in the Plan or such option.
Nothing contained in the Plan or in any option agreement shall be
construed as entitling any optionee to any rights of a shareholder as a result
of the grant of an option until such time as Common Shares are actually issued
to such optionee pursuant to the exercise of an option.
The Plan may be assumed by the successors and assigns of the Company.
The cash proceeds received by the Company from the issuance of Common
Shares pursuant to the Plan will be used for general corporate purposes or in
such other manner as the Board of Directors deems appropriate.
The expense of administering the Plan shall be borne by the Company.
The captions and section numbers appearing in the Plan are inserted
only as a matter of convenience. They do not define, limit, construe or
describe the scope or intent of the provisions of the Plan.
8. TERMINATION OF THE PLAN. The Plan shall terminate ten years
from the date of its adoption by the Board of Directors of the Company and
thereafter no options shall be granted hereunder. All options outstanding at
the time of termination of the Plan shall continue in full force and effect in
accordance with and subject to their terms and the terms and conditions of the
Plan.
9. TAXES. Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the Options or the
exercise thereof, and the transfer of Common Shares pursuant thereto, under the
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<PAGE> 6
applicable laws or other regulations of any governmental authority, whether
federal, state, or local and whether domestic or foreign.
10. VENUE. The venue of any claim brought hereunder by an
eligible Director shall be Cleveland, Ohio.
11. CHANGES IN GOVERNING RULES AND REGULATIONS. All references
herein to the Internal Revenue Code of 1986, as amended, or sections thereof,
or to rules and regulations of the Department of Treasury or of the Securities
and Exchange Commission, shall mean and include the Code sections thereof and
such rules and regulations as are now in effect or as they may be subsequently
amended, modified, substituted or superseded.
IN WITNESS WHEREOF, PIONEER-STANDARD ELECTRONICS, INC., by its
appropriate officers duly authorized, has executed this instrument this 25th
day of April, 1995.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ James L. Bayman
-----------------------------------
Its: President and Chief Executive
Officer
5
<PAGE> 1
EXHIBIT 99.2
Form of Stock Option Agreement for Outside Directors
<PAGE> 2
STOCK OPTION AGREEMENT
(OUTSIDE DIRECTORS)
THIS AGREEMENT, entered into this ____ day of ____________, ____, by
and among PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the
"Company"), and __________ (the "Optionee").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has established the
Pioneer-Standard Electronics, Inc. 1995 Stock Option Plan For Outside Directors
(the "Plan"); and
WHEREAS, the Plan provides that the Optionee, as an eligible director
of the Company shall be granted a stock option covering the number of Common
Shares, without par value ("Shares"), of the Company hereinafter set forth,
upon the terms and subject to the conditions of the Plan and this Agreement;
NOW, THEREFORE, the Company and the Optionee hereby agree with respect
to such stock options as follows:
1. Effective as of the date of this Agreement, the Company grants
to the Optionee, upon the terms and subject to the conditions hereinafter set
forth, the right and option to purchase all or any part of an aggregate of Five
Thousand (5,000) Shares (such collective right and option being hereinafter
referred to as the "Option"), at a price of $_____ per Share.
2. The term of the Option shall be for a period of ten (10) years
from the date hereof, and the Option shall expire at 5:00 P.M., Cleveland, Ohio
time on the last day of the term of the Option, which date is __________ __,
____ or, if earlier, on the applicable expiration date provided for in
paragraphs 4 and 5 hereof.
3. The Optionee shall become entitled to exercise the Option with
respect to the number of Shares indicated below on or after the date indicated
opposite such number below:
<TABLE>
<CAPTION>
Number of Shares Date Beginning
as to Which Option On Which Option
May be Exercised May be Exercised
------------------ ----------------
<S> <C>
1,000 _______ __, ____
1,000 _______ __, ____
1,000 _______ __, ____
1,000 _______ __, ____
1,000 _______ __, ____
</TABLE>
To the extent that the Option has become exercisable with respect to a number
of Shares, as provided above, the Option may thereafter be exercised by the
Optionee either as to all or any part of such whole Shares at any time or from
time to time prior to expiration of the Option pursuant to paragraph 2 hereof.
Except as provided in paragraphs 4 and 5 hereof, the Option may not be
exercised at any time unless the Optionee shall continue to be at the time of
exercise an eligible (i.e., non-employee) director of the Company.
4. If the Optionee ceases to be an eligible director for any
reason other than death, the Option shall terminate on the date of the
cessation of his directorship. Nothing contained in this Agreement shall
confer upon the Optionee any right to continue as a director of the Company.
<PAGE> 3
5. If the Optionee dies while an eligible director, such person
or persons as shall have acquired, by will or by the laws of descent and
distribution, the right to exercise the Option (the "Personal Representative")
may exercise the Option to the extent of the purchase rights, if any, which had
accrued as of the date of the Optionee's death pursuant to paragraph 3 hereof
and which have not theretofore been exercised. Such accrued purchase rights
shall in any event terminate upon the earlier of the date which is twelve (12)
months after the date of the Optionee's death or the last day of the term of
the Option.
6. Upon the occurrence of a "change in control" within the
meaning of the Plan (notwithstanding the provisions of paragraph 3 hereof), the
Optionee shall have the immediate right and option to exercise the Option with
respect to all Shares covered by the Option, which exercise, if made, shall be
irrevocable.
7. In the event of any change in the number of outstanding Shares
through the declaration of share dividends, share splits, or consolidations,
through recapitalization, 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 then covered by the Option and the Option Price
shall be appropriately adjusted consistent with such change. The determination
of the Board of Directors of the Company as to any such adjustment shall be
conclusive and binding upon the Optionee and upon the Personal Representative.
8. The Option may be exercised by delivery to the Secretary or
the Vice President, Treasurer and Assistant Secretary of the Company at 4800
East 131st Street, Cleveland, Ohio 44105, of a completed Notice of Exercise of
Option (obtainable from the Company) setting forth the number of whole Shares
with respect to which the Option is being exercised together with a check
payable to the Company in the amount of the total purchase price for such
Shares.
The purchase price may be paid by means of delivery by the Optionee of
certificates for Shares then owned by the Optionee, duly endorsed with
signature guaranteed and in proper form for transfer to the Company, having an
aggregate fair market value (determined as provided in the Plan) equal to the
purchase price (or portion thereof not being paid for by check) of the Shares
for which the Option is being exercised.
9. Upon receipt by the Company prior to expiration of the Option
of a duly completed Notice of Exercise of Option accompanied by a check and/or
certificates of Shares, as provided in paragraph 8 hereof, in full payment for
the Shares being purchased pursuant to such Notice (and, with respect to any
Option exercised pursuant to paragraph 5 hereof by the Personal Representative,
accompanied in addition by proof satisfactory to the Board of Directors of the
Company as to the right of the Personal Representative to exercise the Option),
the Company shall cause to be mailed or otherwise delivered to the Optionee or
the Personal Representative, as the case may be, within thirty (30) days of
such receipt, a certificate or certificates for the number of Shares so
purchased. Notwithstanding the foregoing, the delivery of such certificates is
hereby expressly conditioned upon obtaining an investment representation from
the Optionee or the Personal Representative in the form set forth at Section 6
of the Plan or in such other form as the Company, in its sole discretion, shall
determine to be adequate. The Optionee or the Personal Representative shall
not have any of the rights of a shareholder with respect to the Shares covered
by the Option unless and until one or more certificates representing such
Shares shall be issued to the Optionee or the Personal Representative.
10. This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company and the heirs, estate and
Personal Representative of the Optionee. The Option shall not be transferrable
other than
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<PAGE> 4
by will or the laws of descent and distribution. The Option may be exercised
during the lifetime of the Optionee only by the Optionee.
11. This Agreement is subject to all of the terms, conditions, and
provisions of the Pioneer-Standard Electronics, Inc. 1995 Stock Option Plan For
Outside Directors of the Company and to such rules, regulations, and
interpretations of the Plan as may be adopted by the Board of Directors of the
Company and in effect from time to time. A copy of the Plan is attached hereto
as Exhibit "A" and is incorporated herein by reference. In the event and to
the extent that this Agreement conflicts or is inconsistent with the terms,
conditions, and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its undersigned officer thereunto duly authorized,
and the Optionee has hereunto set his or her hand, all as of the day and year
first above written.
PIONEER-STANDARD ELECTRONICS, INC.
____________________________________
James L. Bayman, President and
Chief Executive Officer
OPTIONEE
_____________________________________
_____________________________________
3
