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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
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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)
6065 Parkland Boulevard
Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)
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THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC.
(Full Title of the Plan)
COPY TO:
Kathryn K. Vanderwist, Esq. Lawrence N. Schultz, Esq.
General Counsel and Assistant Secretary Calfee, Halter & Griswold LLP
Pioneer-Standard Electronics, Inc. 1400 McDonald Investment Center
6065 Parkland Boulevard 800 Superior Avenue
Mayfield Heights, Ohio 44124 Cleveland, Ohio 44114
(440) 720-8500 (216) 622-8200
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To Be Offering Price Per Aggregate Offering Registration
To Be Registered (1) Registered (2) Share (3) Price (3) Fee
------------------------------------ ----------------- --------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Common Shares, without par value (4) 300,000 $14.21875 $4,265,625 $1,127
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(1) Pursuant to Rule 417(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of interests to be offered or
sold pursuant to the Plan.
(2) This Registration Statement also relates to an indeterminate number of
additional Common Shares issuable as a result of the anti-dilution
provisions of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933 and
based upon the average of the high and low prices reported on the Nasdaq
National Market on June 23, 2000.
(4) This Registration Statement also relates to the rights to purchase Common
Shares of the Registrant which are attached to all Common Shares issued,
pursuant to the terms of the Rights Agreement, dated as of April 27, 1999,
by and between the Registrant and National City Bank. Until the occurrence
of certain prescribed events, the rights are not exercisable, are evidenced
by the certificates for the Common Shares and will be transferred with and
only with such Common Shares. Because no separate consideration is paid for
the rights, the registration fee therefor is included in the fee for the
Common Shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2000; and
2. The description of the Registrant's Common Shares contained in
the Registrant's registration statement on Form 8-A.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration Statement, and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 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
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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. Indemnification 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,
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.
The Registrant hereby undertake that it will submit or have submitted
the Plan and any amendment thereto to the Internal Revenue Service (the "IRS")
in a timely manner and have made all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the
information required to be included in such
post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of
1934 and incorporated herein by reference;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless the information required to be included in
such post-effective amendment is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by
reference; or
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 Mayfield Heights, state of Ohio, on this 30th
day of June, 2000.
PIONEER-STANDARD ELECTRONICS, INC.
/s/ James L. Bayman
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James L. Bayman
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Registration Statement has been signed below by the following persons in
the capacities as of June 30, 2000.
SIGNATURE TITLE
/s/ James L. Bayman Chairman, Chief Executive Officer
------------------------- and Director (Principal Executive Officer)
James L. Bayman
/s/ Arthur Rhein President, Chief Operating Officer
------------------------- and Director
Arthur Rhein
/s/ Steven M. Billick Chief Financial Officer
------------------------- (Principal Financial and Accounting Officer)
Steven M. Billick
/s/ Charles F. Christ Director
-------------------------
Charles F. Christ
Director
-------------------------
Victor Gelb
/s/ Keith M. Kolerus Director
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Keith M. Kolerus
/s/ Thomas A. Commes Director
-------------------------
Thomas A. Commes
/s/ Edwin Z. Singer Director
-------------------------
Edwin Z. Singer
/s/ Thomas C. Sullivan Director
-------------------------
Thomas C. Sullivan
/s/ Karl E. Ware Director
-------------------------
Karl E. Ware
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the person administering the Plan has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Mayfield Heights, state of Ohio, on June 30, 2000.
THE RETIREMENT PLAN OF
PIONEER-STANDARD ELECTRONICS, INC.
By: PIONEER-STANDARD ELECTRONICS, INC.
/s/ Richard A. Sayers II
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Richard A. Sayers II
Senior Vice President, Human Resources
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended Articles of Incorporation of the Company, which are incorporated by
reference to Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, as amended on March 18, 1998 (File No.
0-5734).
4.2 Amended Code of Regulations, as amended, of the Company, which is incorporated
by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for
the year ended March 31, 1997 (File No. 0-5734).
4.3 Rights Agreement, dated as of April 27, 1999, by and between the Company and
National City Bank, which is incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A (File No. 0-5734).
4.4 The Retirement Plan of Pioneer-Standard Electronics, Inc.
5.1 Opinion of Calfee, Halter & Griswold LLP regarding the validity of the
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Calfee, Halter & Griswold LLP (contained in Exhibit 5.1).
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