<PAGE> 1
As filed with the Securities and Exchange Commission on June 18, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
5350 TECH DATA DRIVE
CLEARWATER, FL 34620
(813) 539-7429
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FLORIDA NO. 59-1578329
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
-------------------
JEFFERY P. HOWELLS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TECH DATA CORPORATION
5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 34620
(813) 539-7429
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
FRANK N. FLEISCHER, ESQ.
SCHIFINO & FLEISCHER, P.A.
ONE TAMPA CITY CENTER SUITE 2700
TAMPA, FLORIDA 33602
(813) 223-1535
-------------------
Approximate Date of Commencement of Proposed Sales to the Public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0015 Par Value 406,586 Shares $30.00 $12,197,580.00 $3,696.24
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED JUNE 18, 1997
PROSPECTUS
406,586 SHARES
[TECH DATA LOGO]
COMMON STOCK
-------------
This Prospectus relates to 406,586 shares (the "Shares") of Common
Stock, $.0015 par value, of Tech Data Corporation (the "Company" or "Tech
Data"). The Shares may be offered by certain shareholders of the Company (the
"Selling Shareholders") from time to time in transactions for their own account
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, or a combination of such methods of sales, at fixed
prices which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders or
the purchasers of Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Shareholders" and "Sale of Shares".
The Common Stock is quoted on the Nasdaq National Market under the
symbol "TECD." On June 17, 1997, the last reported sale price for the Common
Stock, as reported on the Nasdaq National Market, was $32.125 per share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of the Prospectus is ,1997
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material also can be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Reports, proxy and information
statements and other information concerning the Company can also be inspected
at the Nasdaq National Market at 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended.
This Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the Common Stock.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, where a copy of such document has
been filed as an exhibit to the Registration Statement or otherwise has been
filed with the Commission, reference is made to the copy so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act, File No. 0-14625, and are incorporated
herein by reference:
1. Quarterly Report on Form 10-Q for the quarter ended April 30,
1997.
2. Annual Report on Form 10-K for the fiscal year ended January 31,
1997.
3. Proxy Statement for the Annual Meeting of Shareholders held on
June 10, 1997.
4. The Registration Statement on Form 8-A under the Exchange Act as
filed with the Commission on May 14, 1986.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock hereby shall be
deemed to be incorporated by reference into this Prospectus 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 Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is or 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Mr. Arthur W.
Singleton, Vice President, Treasurer and Secretary of the Company, at Tech Data
Corporation, 5350 Tech Data Drive, Clearwater, Florida 34620.
-----------------
2
<PAGE> 4
THE COMPANY
The Company is a leading distributor of microcomputer related hardware
and software products to value-added resellers ("VARs"), corporate resellers
and retailers throughout the United States, France, Canada, Latin America and
the Caribbean. The Company purchases its products directly from more than 900
manufacturers of microcomputer hardware and publishers of software, maintains a
stocking inventory of more than 45,000 products and sells to an active base of
over 55,000 customers. The Company provides a cost-effective link between this
large number of vendors and customers.
The Company provides its customers with leading products in systems,
peripherals, networking, and software, which accounted for 25%, 39%, 19% and
17%, respectively, of sales in fiscal 1997. The Company offers products from
manufacturers and publishers such as Apple, Bay Networks, Canon, Compaq, Cisco,
Corel, Digital Equipment, Epson, Hewlett-Packard, IBM, Intel, Intuit, Kingston,
Lotus, Microsoft, NEC Technologies, Novell, Okidata, Seagate, Symantec, 3Com,
Toshiba, U.S. Robotics and Western Digital. In addition, the Company provides
its customers with a high level of service including pre- and post- sale
technical support, on-line ordering, credit and low cost delivery, generally in
one-to-two days. In its most recent fiscal year ended January 31, 1997, Tech
Data had sales of $4.6 billion.
The Company's principal executive offices are located at 5350 Tech
Data Drive, Clearwater, Florida 34620 and its telephone number is 813/539-7429.
USE OF PROCEEDS
The Company will not receive any proceeds from the sales of the Shares
by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table shows (i) the names of the Selling Shareholders,
(ii) the number of Shares owned beneficially or of record by each of them,
(iii) the percentage of total Common Stock owned beneficially or of record by
each of them, (iv) the number of Shares currently being offered by each of
them, and (v) the number of Shares to be owned by each of them after completion
of the offering, assuming all the Shares been offered are sold.
<TABLE>
<CAPTION>
Number of Percentage of Number of
Shares Owned Total Number of Shares Owned
Prior to Common Stock Shares After the
Selling Shareholder the Offering Outstanding Being Offered Offering
------------------ ------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
Pongs & Zahn
Aktiengesellschaft 306,586 .71% 306,586 -
Richard Bladowski 100,000 .23% 100,000 -
</TABLE>
SALES OF SHARES
Tech Data entered into Purchase Agreements dated as of April 14, 1997
between Richard Bladowski and Pongs & Zahn Aktiengesellschaft, Shareholders of
Macrotron AG ("Macrotron") Aktiengesellschaft fur Datenerfassungssysteme, a
corporation incorporated under German law. The Purchase Agreements provide
that the Company must file a Registration Statement with the Commission to
consummate the transactions contemplated in such Agreements.
3
<PAGE> 5
Macrotron AG is one of Germany's largest distributors of personal
computer products. It distributes approximately 20,000 products from more than
300 manufacturers and publishers to a base of more than 16,000 value-added
resellers and dealers throughout Germany, Austria and Switzerland. Its product
line includes such leading vendors as 3Com, Canon, Compaq, Corel, Epson,
Hewlett-Packard, IBM, Intel, Microsoft, Sony and Toshiba. In the Company's
most recent fiscal year ended September 30, 1996, Macrotron reported sales and
net income of DM1.3 billion ($905 million) and DM7.8 million ($5.3 million),
respectively.
The Shares offered by the Selling Shareholders will be received by
them in exchange for their share capital of Macrotron on or before July 31,
1997. Macrotron's common and preferred shares are publicly-traded on the
Frankfurt/Main and Munich stock exchanges. Neither of the Selling Shareholders
has had any position, office or other material relationship with Tech Data, its
predecessor or affiliates within the past three years.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Schifino & Fleischer, P.A., Tampa, Florida.
EXPERTS
The financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended January 31, 1997 have been so incorporated in reliance on the report
of Price Waterhouse, LLP independent accountants, given on the authority of
said firm as experts in auditing and accounting.
4
<PAGE> 6
======================================================
No dealer, salesman, or other individual has
been authorized to give any information
or to make any representation not contained
in this Prospectus If given or made, such other
information or representation must not be relied upon
as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, the Shares in any
jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances,
create any implication that there has not been any change
in the facts set forth in this Prospectus or
in the affairs of the Company since the date hereof.
____________________
TABLE OF CONTENTS
Page
----
Available information . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . 3
Sales of Shares . . . . . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . 4
======================================================
406,586 SHARES
[TECH DATA LOGO]
Common Stock
---------------
PROSPECTUS
---------------
June __, 1997
======================================================
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,696.24
NASD Filing and Listing Fees . . . . . . . . . . . . . . . . . . . . . . . 9,851.72
Printing and Engraving . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500.00
Fees of Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 500.00
Accountants Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 2,500.00
Legal Fees and Expenses of Registrant's Counsel . . . . . . . . . . . . . 7,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,452.04
----------
Total $28,000.00
==========
</TABLE>
Except for SEC registration fee and NASD filing and listing fees, the
foregoing fees are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws include the following provisions:
ARTICLE NINE
INDEMNIFICATION
"9.1 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
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 is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (include attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in a manner which he reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that this conduct was unlawful.
9.2 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or
II-1
<PAGE> 8
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person if
fairly and reasonably entitled to indemnify for such expenses that the court
shall deem proper.
9.3 To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 9.1 and 9.2, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
9.4 Except as provided in Section 9.3 and except as may be ordered by
a court, any indemnification under Sections 9.1 and 9.2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has meet the applicable standard of conduct set forth
in Sections 9.1 and 9.2. Such a determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by the
affirmative vote of a majority of the shares entitle to vote thereon owned by
persons who were not parties to such action, suit or proceeding.
9.5 Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit, or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit, or proceeding upon a
preliminary determination following one of the procedures set forth in Section
9.4 that the Director, officer, employee or agent met the applicable standard
of conduct set forth in Section 9.1 or Section 9.2 or as authorized by the
Board of Directors in the specific case and, in either event, upon receipt of
an undertaking by or on behalf of the Director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to by indemnified by the Corporation as authorized in this Section.
9.6 The Corporation shall have the power to make any other or further
indemnification of any of its Directors, officers employees, or agents, under
any By-Law, agreement, vote of shareholders or disinterested Directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, except an indemnification against
gross negligence or willful misconduct.
9.7 The indemnification provided by this Article Nine shall continue
as to a person who has ceased to be a Director, employee or agent and shall
inure to the benefit of the heirs, executors or administrators of such a
person.
9.8 The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
himself and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article Nine.
9.9 If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholder or
by an insurance carrier pursuant to insurance maintained by the Corporation,
the Corporation shall, no later than the next annual meeting of shareholders
unless such a meeting is held within three months from the date of such
payment, and, in any event, within 15 months from the date of such payment,
deliver personally or send by first class mail to its shareholders of record at
the time entitled to vote for the election of Directors
II-2
<PAGE> 9
a statement specifying the persons paid, the amounts paid, and the nature and
status at the time of such payment of the litigation or threatened litigation."
Chapter 607 of the General Statutes of the State of Florida permits a
corporation to indemnify its officers and directors against certain liabilities
and provides for the conditions thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, 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 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company undertakes, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, to submit to a court of appropriate jurisdiction the question
whether such indemnification by its is against public policy as expressed in
the Act and agrees to be governed by the final adjudication of such issue.
II-3
<PAGE> 10
ITEM 16. EXHIBITS
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation S-K.
4-A(1) -- Articles of Incorporation of the Company as amended to
April 23, 1986.
4-B(2) -- Articles of Amendment to Articles of Incorporation of the
Company filed on August 27, 1987.
4-C(3) -- By-Laws of the Company as amended to November 28, 1995.
4-D(4) -- Articles of Amendment to Articles of Incorporation of the
Company filed on July 15, 1993.
5* -- Opinion of Schifino & Fleischer, P.A.
23-A* -- Consent of Schifino & Fleischer, P.A., appears in its
opinion filed herewith as Exhibit 5.
23-B* -- Consent of Price Waterhouse LLP is included on page II-6.
25* -- Power of Attorney is included on the Signature Page, page
II-7.
99-A(5) -- Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
_____________________________________
*Filed herewith.
(1) Incorporated by reference to the Exhibits included in the
Company's Registration Statement on Form S-1, File No.
33-4135.
(2) Incorporated by reference to the Exhibits included in the
Company's Registration Statement on Form S-1, File No.
33-21997.
(3) Incorporated by reference to the Exhibits included in the
Company's Form 10-K for the year ended January 31, 1996, File
No. 0-14625.
(4) Incorporated by reference to the Exhibits included in the
Company's Form 10-K for the year ended January 31, 1994, File
No. 0-14625.
(5) Incorporated by reference to the Company's Form 8-K filed on
March 26, 1996, File No. 0-14625.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-4
<PAGE> 11
(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 the
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 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to who the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, office or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposed of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-5
<PAGE> 12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Tech Data
Corporation of our report dated March 18, 1997, appearing on page 20 of Tech
Data Corporation's Annual Report on Form 10-K for the year ended January 31,
1997. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule which appears on page 30 of such Annual Report on
Form 10-K. We also consent to the reference to us under the heading "Experts"
in the Prospectus constituting part of this Registration Statement.
PRICE WATERHOUSE LLP
Tampa, Florida
June 13, 1997
II-6
<PAGE> 13
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Clearwater, State of Florida, on June 17, 1997.
TECH DATA CORPORATION
By: /S/STEVEN A. RAYMUND
-------------------------------
Steven A. Raymund,
Chairman of the Board of Directors;
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears
below hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of
them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, and any and all instruments or documents filed
as a part of or in connection with this Registration Statement or the
amendments thereto, and the attorney-in-fact, or either of them, may make such
changes and additions to this Registration Statement as the attorney-in-fact,
or either of them, may deem necessary or appropriate.
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 TITLE DATE
<S> <C> <C>
/S/STEVEN A. RAYMUND Chairman of the Board of Directors; June 17, 1997
- ------------------------- Chief Executive Officer
Steven A. Raymund
/S/JEFFERY P. HOWELLS Executive Vice President of Finance and June 17, 1997
- ------------------------- Chief Financial Officer;
Jeffery P. Howells (principal financial officer)
/S/JOSEPH B. TREPANI Vice President and Worldwide Controller; June 17, 1997
- ------------------------- (principal accounting officer)
Joseph B. Trepani
/S/CHARLES E. ADAIR Director June 17, 1997
- -------------------------
Charles E. Adair
/S/DANIEL M. DOYLE Director June 17, 1997
- -------------------------
Daniel M. Doyle
/S/DONALD F. DUNN Director June 17, 1997
- -------------------------
Donald F. Dunn
/S/EDWARD C. RAYMUND Director; Chairman Emeritus June 17, 1997
- -------------------------
Edward C. Raymund
/S/JOHN Y. WILLIAMS Director June 17, 1997
- -------------------------
John Y. Williams
</TABLE>
II-7
<PAGE> 1
EXHIBIT 5
SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
WILLIAM J. SCHIFINO ONE TAMPA CITY CENTER
FRANK N. FLEISCHER SUITE 2700
CYNTHIA C. ELLIS 201 NORTH FRANKLIN STREET
TAMPA, FLORIDA 33602
TELEPHONE (813) 223-1535
TELECOPIER (813) 223-3070
June 18, 1997
Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 34620
Gentlemen:
The following opinion is furnished by us in connection with the
proposed issuance by Tech Data Corporation, a Florida corporation (the
"Company"), of 406,586 shares of Common Stock, $.0015 par value, to be sold by
Pongs & Zahn Aktiengesellschaft and Richard Bladowski, covered by a
Registration Statement filed with the Securities and Exchange Commission on
Form S-3 (the "Registration Statement").
We have examined and are familiar with the Certificate of
Incorporation and By-Laws, and amendments thereto, of the Company and the
proceedings of the Board of Directors of the Company in connection with or with
respect to the proposed issuance and sale of the securities described herein,
and we have likewise examined such other records and documents and have made
such examination of law as we have deemed appropriate.
Based on such examination and our familiarity with such procedure, it
is our opinion that:
1. The Company is a duly incorporated and validly existing
corporation in good standing under the laws of the State of Florida with an
authorized capital stock of 100,226,500 shares, composed of 226,500 shares of
Preferred Stock having a par value of $.02 per share and 100,000,000 shares of
Common Stock having par value of $.0015 per share, of which 43,451,924 shares
of Common Stock and 226,500 shares of Preferred Stock have been duly authorized
and legally issued and are fully paid and non-assessable.
2. The issuance of the additional 406,586 shares of Common Stock
by the Company has been duly authorized and, at such time as the Registration
Statement becomes effective under the Securities Act of 1933, as amended, and
when such shares have been issued and sold as contemplated by the Registration
Statement, such shares will be duly authorized, legally issued, fully paid, and
non-assessable;
3. There are no restrictions upon the Company's surplus by reason
of the excess of the Preferred Stock's liquidation preference over its par
value, and no remedies will be available to holders of the Company's capital
stock before or after the payment of any dividend that would reduce surplus to
an amount less than the amount of such excess.
We hereby consent to this opinion being filed as an Exhibit to the
Registration Statement and we further consent to the use of our name in the
Registration Statement under the caption "Legal Matters."
Very truly yours,
SCHIFINO & FLEISCHER, P.A.
/s/Frank N. Fleischer
Frank N. Fleischer
For the Association
