As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-44848
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
AMENDMENT NO. 1
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 33760
(727) 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 33760
(727) 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: From
time to time 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. [X]
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 number of the earlier
effective 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 (1) PER UNIT OFFERING PRICE REGISTRATION FEE(3)
--------------------------------------- ------------------ ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Debt Securities (4)....................
--------------------------------------- ------------------ ------------------- ------------------ ------------------
Common Stock, $.0015 Par Value (5) .... $500,000,000 (2) (1) $132,000
--------------------------------------- ------------------ ------------------- ------------------ ------------------
Warrants (6)...........................
======================================= ================== =================== ================== ==================
</TABLE>
(Footnotes appear on following page)
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>
(Footnotes from previous page)
(1) In no event will the aggregate maximum initial offering price of all
securities issued pursuant to this Registration Statement exceed
$500,000,000, or the equivalent thereof in foreign currencies or
currency units. Any securities registered hereunder may be sold
separately, together or as units with other securities registered
hereunder.
(2) The proposed maximum offering price per unit (a) has been omitted
pursuant to Instruction II.D of Form S-3 and (b) will be determined,
from time to time, by the Registrant in connection with the issuance
by the Registrant of the securities registered hereunder.
(3) Calculated pursuant to Rule 457 (o) of the rules and regulations
under the Securities Act of 1933, as amended.
(4) Subject to footnote (1), there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold,
from time to time, by the Registrant. Such amount shall be
increased, if any Debt Securities are issued at an original issue
discount, by an amount such that the net proceeds to be received by
the Registrant shall be equal to the above amount to be registered.
Also, in addition to any Debt Securities that may be issued directly
under this Registration Statement, there is being registered
hereunder such indeterminate amount of Debt Securities as may be
issued upon conversion or exchange of other Debt Securities of the
Registrant, for which no consideration will be received by the
Registrant, or upon exercise of Warrants registered hereby.
(5) Subject to footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from
time to time, by the Registrant. There also is being registered
hereunder an indeterminate number of shares of Common Stock as may
be issuable upon conversion of the Debt Securities or upon exercise
of Warrants registered hereby. The aggregate amount of Common Stock
registered hereunder is limited, solely for purposes of any at the
market offerings, to that which is permissible under Rule 415(a)(4)
under the Securities Act of 1933, as amended.
(6) Subject to footnote (1), there is being registered hereunder an
indeterminate number of Warrants representing rights to purchase
Debt Securities or shares of Common Stock of the Registrant
registered hereby.
<PAGE>
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 4, 2000
PROSPECTUS
$500,000,000
TECH DATA CORPORATION
DEBT SECURITIES, COMMON STOCK
AND WARRANTS
-----------------------------
When we offer securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of securities, including
the offering price of the securities. The prospectus supplements may also add,
update or change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest.
--------------------------------
Our common stock is traded on the Nasdaq National Market under the
symbol "TECD".
--------------------------------
INVESTING IN THESE SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE
MATTERS DISCUSSED UNDER THE CAPTION "RISK FACTORS" ON PAGE 5.
---------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ____________, 2000
<PAGE>
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS..........................................................3
TECH DATA CORPORATION..........................................................3
WHERE YOU CAN FIND ADDITIONAL INFORMATION......................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................4
FORWARD-LOOKING STATEMENTS.....................................................4
RISK FACTORS...................................................................5
USE OF PROCEEDS................................................................6
DESCRIPTION OF THE SECURITIES TO BE OFFERED ...................................6
DESCRIPTION OF DEBT SECURITIES.................................................6
General .............................................................7
Senior Debt...........................................................8
Subordinated Debt Securities..........................................9
Conversion and Exchange..............................................10
Registration and Transfer............................................10
Global Debt Securities...............................................10
Payment and Paying Agents............................................10
Consolidation, Merger or Sale of Assets..............................11
Certain Covenants of Tech Data.......................................11
Events of Default....................................................12
Discharge, Defeasance and Covenant Defeasance........................13
Modification of the Indentures.......................................14
Governing Law........................................................15
Regarding Trustees...................................................15
DESCRIPTION OF CAPITAL STOCK..................................................15
Preferred Stock......................................................15
Common Stock.........................................................16
Class Voting and Classified Board of Directors.......................16
DESCRIPTION OF WARRANTS.......................................................16
PLAN OF DISTRIBUTION..........................................................17
LEGAL MATTERS.................................................................18
EXPERTS.......................................................................18
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ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any applicable prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
When used in this prospectus and any prospectus supplement, the terms
"Tech Data", "we", "our", "us" and the "Company" refer to Tech Data Corporation
and its subsidiaries.
TECH DATA CORPORATION
Tech Data is a leading provider of IT products, logistics management
and other value-added services, and is the second largest IT products provider
based on worldwide sales. The Company distributes microcomputer hardware and
software products to value-added resellers, corporate resellers, retailers,
direct marketers and internet resellers. We distribute products to more than 70
countries and serve over 100,000 resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Our broad assortment of
vendors and products meets our customers' need for a cost effective link to
those vendors' products offered through a single source.
We provide our customers with leading products including systems,
peripherals, networking and software. Tech Data offers products from
manufacturers and publishers such as Apple, Cisco, Compaq, Computer Associates,
Creative Labs, Epson, Hewlett-Packard, IBM, Intel, Iomega, Microsoft, Northern
Telecom, Novell, Okidata, Quantum, Seagate, Sony, Symantec, 3Com, Toshiba,
Viewsonic and Western Digital. We generally ship products the same day we
receive orders from regionally located distribution centers. Our customers are
provided with a high level of service through our pre- and post-sale technical
support, electronic commerce tools (including on-line order entry, product
configuration services and electronic data interchange ("EDI") services),
customized shipping documents and flexible financing programs.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Those reports, proxy statements and other
information may be obtained:
o at the Public Reference Room of the SEC, Room 1024-Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
o at the public reference facilities at the SEC's regional
offices located at Seven World Trade Center, 13th Floor, New
York, New York 10048 or Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661;
o from the SEC, Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
o at the offices of the Nasdaq National Market, 1735 K Street,
N.W., Washington, D.C. 20006; or
o from the Internet site maintained by the SEC at
http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the SEC.
Some locations may charge prescribed or modest fees for copies.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities, or after the date of this initial
registration statement and before the effectiveness of the registration
statement.
o Annual Report on Form 10-K for the fiscal year ended January
31, 2000, filed with the SEC on May 1, 2000.
o Annual Report on Form 10-K/A for the fiscal year ended January
31, 2000, filed with the SEC on June 1, 2000.
o Current Report on Form 8-K dated June 21, 2000, filed with the
SEC on June 28, 2000.
o Current Report on Form 8-K/A dated June 21, 2000, filed with
the SEC on July 13, 2000.
o Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2000, filed with the SEC on June 14, 2000.
o Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 2000, filed with the SEC on September 14, 2000.
o The description of our common stock contained in our
registration statement on Form (8-A) dated May 14, 1986.
On request we will provide at no cost to each person, including any
beneficial owner, who receives a copy of this prospectus, a copy of any or all
of the documents incorporated in this prospectus by reference. We will not
provide exhibits to any of such documents, however, unless such exhibits are
specifically incorporated by reference into those documents. Written or
telephone requests for such copies should be addressed to our principal
executive offices, attention: Arthur W. Singleton, Corporate Vice President,
Treasurer and Secretary, 5350 Tech Data Drive, Clearwater, Florida 33760,
telephone number (727) 539-7429.
FORWARD-LOOKING STATEMENTS
We make "forward-looking statements" within the "safe harbor" provision
of the Private Securities Litigation Reform Act of 1995 throughout this
prospectus, prospectus supplements and in the documents we incorporate by
reference into this prospectus. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," "plan" and "continue" or similar words. We have based these
statements on our current expectations about future events. Although we believe
that our expectations reflected in or suggested by our forward-looking
statements are reasonable, we cannot assure you that these expectations will be
achieved. Our actual results may differ materially from what we currently
expect. Important factors which could cause our actual results to differ
materially from the forward-looking statements in this prospectus or in the
documents that we incorporate by reference into this prospectus are set forth in
the "Risk Factors" section of this prospectus, and elsewhere in this prospectus,
supplements to this prospectus and in the documents that we incorporate by
reference into this prospectus.
Actual events and results may differ materially from those expressed or
forecasted in the forward-looking statements due to factors such as:
o continued pricing and margin pressures,
o intense competition,
o fluctuations in quarterly results,
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<PAGE>
o the potential decline as well as seasonal variations in demand
for Tech Data's products,
o the capital intensive nature of Tech Data's business,
o management of growth and acquisitions,
o dependence on information systems,
o exposure to foreign markets,
o dependence on key individuals,
o dependence on key suppliers and product supply shortages,
o risk of declines in inventory value,
o dependence on independent shipping companies,
o rapid technological change, and resulting obsolescence risks,
o any reduction of volume rebates or other subsidies provided by
Tech Data's key suppliers, and
o other risk factors identified in "Risk Factors" and elsewhere
in this prospectus.
Tech Data undertakes no obligation to update any forward-looking
statements in this prospectus.
You should read this prospectus, supplements to this prospectus and the
documents that we incorporate by reference into this prospectus completely and
with the understanding that our actual future results may be materially
different from what we expect. We may not update these forward-looking
statements, even in the event our situation changes in the future. All written
or oral forward-looking statements attributable to us are expressly qualified by
these cautionary statements.
RISK FACTORS
We have incorporated herein by reference "Risk Factors" to Exhibit 99A
to our Form 10-K for the fiscal year ended January 31, 2000.
Before you invest in the securities that we are offering, you should be
aware that the occurrence of any of the events described in such risk factors
section and in this prospectus or in a prospectus supplement could have a
material adverse effect on our business, financial condition and results of
operations. You should carefully consider these risk factors and the specific
risks set forth under the caption "Risk Factors" in any supplement to this
prospectus and any of our future filings with the SEC under the Securities
Exchange Act of 1934, together with all of the other information included in
this prospectus or in a supplement to this prospectus and in documents we
incorporate by reference before you decide to purchase our securities. You may
obtain the information incorporated by reference into this prospectus without
charge by following the instructions above in the "Where You Can Find Additional
Information" section of this prospectus.
It is not reasonably possible to itemize all of the many factors and
specific events that could affect Tech Data and/or the microcomputer products
distribution industry as a whole. In some cases, information regarding certain
important factors that could cause actual results to differ materially from
those projected, forecasted, estimated, budgeted or otherwise expressed in
forward-looking statements made by or on our behalf may appear or be otherwise
conveyed together with such statements.
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<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ENDED JANUARY 31, JULY 31, 2000
------------------------------------ ----------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 2.57 4.75 5.06 4.43 3.60 3.23
</TABLE>
These computations include us and our consolidated subsidiaries. For
these ratios, "earnings" represents income before taxes plus fixed charges
(excluding capitalized interest) and amortization of previously capitalized
interest. Fixed charges consist of (1) interest on all indebtedness and
amortization of debt discount and expense, (2) capitalized interest and (3) an
interest factor attributable to rentals.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net
proceeds from the sale of securities offered by this prospectus will be used for
general corporate purposes, including capital expenditures, the repayment or
refinancing of debt and to meet working capital needs. We expect from time to
time to evaluate the acquisition of businesses, products and technologies, for
which a portion of the net proceeds may be used. Pending such uses, we will
invest the net proceeds in interest-bearing securities.
DESCRIPTION OF THE SECURITIES TO BE OFFERED
Tech Data may offer and sell from time to time:
o senior or subordinated debt securities,
o shares of its common stock, $.0015 par value per share, which
may be represented by convertible debentures, or
o warrants to purchase senior debt securities, subordinated debt
securities, or common stock.
Such securities may be offered in one or more separate classes or
series, in amounts, at prices and, on terms to be determined by market
conditions at the time of sale and to be set forth in a prospectus supplement.
Such securities may be sold for U.S. dollars, foreign denominated currency or,
currency units. Amounts payable with respect to any such securities may likewise
be payable in U.S. dollars, foreign denominated currency or currency units.
The offered securities listed above may be offered in amounts, at
prices and, on terms to be determined at the time of offering; provided,
however, that the aggregate initial public offering price of such offered
securities will be limited to $500,000,000. Specific terms of the offered
securities will be set forth in an accompanying prospectus supplement or
supplements, together with the terms of the offering of the offered securities
and the net proceeds from the sale thereof.
DESCRIPTION OF DEBT SECURITIES
The following description of debt securities sets forth the material general
terms and provisions of the series of debt securities to which any prospectus
supplement may relate. Other material specific terms of any particular series of
debt securities will be described in the applicable prospectus supplement. To
the extent that any particular terms of the debt securities described in a
prospectus supplement differ from any of the terms described herein, then such
terms described herein shall be deemed to have been superseded by such
prospectus supplement. The senior debt securities will be senior unsecured
obligations of Tech Data issued in one or more series under an indenture (the
"senior indenture") to be entered into between Tech Data and a U. S. banking
institution, as trustee, whose name will be set forth in the applicable
prospectus supplement. The subordinated debt securities will be subordinated
unsecured obligations of Tech Data issued in one or more series under an
indenture (the "subordinated indenture") to be entered into between Tech Data
and a U.S. banking institution, as trustee, whose name will be set forth in the
applicable prospectus supplement. The terms of any series of debt securities
will be those set forth in the applicable indenture and such debt securities and
those made part of the indenture by the Trust Indenture Act.
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Because the summary of the material provisions of the indentures and
the debt securities set forth below and the summary of the material terms of a
particular series of debt securities set forth in the applicable prospectus
supplement are not complete, you should refer to the forms of the applicable
indenture and the debt securities for complete information regarding the terms
and provisions of that indenture (including defined terms) and the debt
securities. Wherever particular articles, sections or defined terms of an
indenture are referred to, those articles, sections or defined terms are
incorporated herein by reference, and the statement in connection with which
such reference is made is qualified in its entirety by such reference.
GENERAL
The debt securities may be issued from time to time in one or more
series. The indentures do not limit the aggregate principal amount of debt
securities which Tech Data may issue thereunder and provide that Tech Data may
issue debt securities of any series thereunder up to an aggregate principal
amount which Tech Data may authorize from time to time.
Unless otherwise provided in a prospectus supplement, the senior debt
securities will be unsecured obligations of Tech Data and will rank equally with
all of its other unsecured and unsubordinated indebtedness. Such senior debt
securities will be guaranteed, on a pari passu basis pursuant to an
intercreditor agreement, with guarantees of certain of the Company's
subsidiaries in favor of the lenders under the Credit Agreement dated May 8,
2000 between Tech Data and the various agents and lenders referred to in the
Credit Agreement. The subordinated debt securities of each series will be
unsecured obligations of Tech Data, subordinated in right of payment to the
prior payment in full of all Senior Debt (which term includes senior debt
securities) of Tech Data with respect to such series as described in the
applicable prospectus supplement.
The applicable prospectus supplement will provide information regarding
the specific terms of the offered debt securities, including:
o the title or designation of such debt securities;
o the classification as senior or subordinated and the specific
title and designation, aggregate principal amount (including
any limit thereon), purchase price and denominations;
o currency or units based on or relating to currencies in which
principal of any premium on and/or any interest on such
securities will or may be payable;
o the date or dates on which the principal of such securities is
payable or the applicable method of so determining;
o the rate or rates (which may be fixed or variable) at which
such securities will bear any interest or the applicable
method of so determining;
o the date or dates from which such any interest shall accrue or
the method of determining any interest payment dates
applicable on which interest will be payable or the applicable
manner of determining it, and the record dates for the
determination of holders to whom interest is payable on such
securities;
o the place or places where the principal of and any premium on
and interest on the securities will be payable;
o whether any of such debt securities are to be issued upon the
exercise of warrants, and the time, manner and place for such
debt securities to be authenticated and delivered;
o any redemption, repayment or sinking fund provisions;
o whether such securities are convertible into or exchangeable
for common stock or other securities or rights of Tech Data or
other issuers and, if so, the applicable conversion or
exchange terms and conditions;
o if applicable, the date or dates on which, the period or
periods within which, the price or prices at which and the
other terms and conditions upon which debt securities may be
redeemed at the option of Tech Data or are subject to
repurchase at the option of the holders;
o the terms of any sinking fund or analogous provision;
o whether any such debt securities will be issued in temporary
or permanent global form and, if so, the identity of the
depository for such global debt security;
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o the specific subordination provisions of any subordinated debt
securities;
o in the case of subordinated debt securities, the relative
degree, if any, to which such subordinated debt securities of
the series will be senior to or be subordinated to other
series of subordinated debt securities or other indebtedness
of Tech Data in right of payment, whether such other series of
subordinated debt securities or other indebtedness is
outstanding or not;
o any deletions from, modifications of or additions to the
Events of Default or covenants with respect to the debt
securities;
o whether the securities will be issuable in registered form or
bearer form or both and, if bearer, any restrictions
applicable to the place of payment of any principal of and any
premium on and interest on such securities, to the exchange of
one form for another and to the offer, sale and delivery of
such securities (except that under current United States
federal income tax law, registered debt securities will not be
exchangeable into bearer debt securities);
o any applicable material United States federal income tax
consequences, including those related to debt securities
issued at a discount below their stated principal amount;
o the proposed listing, if any, of the securities on any
securities exchange; and
o any other specific terms pertaining to the securities, whether
in addition to, or modification or deletion of, the described
terms.
Unless otherwise specified in a prospectus supplement, registered debt
securities shall be issued only in denominations of U.S. $1,000 and any integral
multiple thereof.
Debt securities will bear interest, if any, at a fixed rate or a
floating rate. Debt securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate will be sold at a
discount below their stated principal amount. Special United States federal
income tax considerations applicable to any such discounted debt securities or
to certain debt securities issued at par which are treated as having been issued
at a discount for United States federal income tax purposes will be described in
the relevant prospectus supplement.
SENIOR DEBT
Senior Debt includes and will include the following:
o indebtedness of Tech Data for money borrowed or evidenced by
bonds, debentures, notes or similar instruments, including
senior debt securities,
o reimbursement obligations of Tech Data with respect to letters
of credit, bankers' acceptances and similar facilities issued
for the account of Tech Data,
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o every obligation of Tech Data issued or assumed as the
deferred purchase price of property or services purchased by
Tech Data, excluding any trade payables and other accrued
current liabilities incurred in the ordinary course of
business,
o obligations of Tech Data as lessee under leases required to be
capitalized on the balance sheet of the lessee under United
States generally accepted accounting principles,
o obligations of Tech Data under interest rate and currency
swaps, caps, floors, collars or similar arrangements intended
to protect Tech Data against fluctuations in interest or
currency exchange rates,
o indebtedness of others of the kinds described in the first
five above clauses that Tech Data has assumed, guaranteed or
otherwise assured the payment thereof, directly or indirectly,
and/or
o deferrals, renewals, extensions and refundings of, or
amendments, modifications or supplements to, any indebtedness
or obligation described in the first five above clauses
whether or not there is any notice to or consent of the
holders thereof.
The following shall not constitute Senior Debt:
o any particular indebtedness or obligation that is owed by Tech
Data to or from any of its direct and indirect subsidiaries,
and
o any particular indebtedness, deferral, renewal, extension or
refunding if it is expressly stated in the governing terms or
in the assumption thereof that the indebtedness involved is
not senior in right of payment thereto or that the
indebtedness is PARI PASSU with or junior to the indebtedness.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities of each series will, to the extent set
forth in the subordinated indenture, be subordinate in right of payment to the
prior payment in full of all Senior Debt with respect to such series. Upon any
payment or distribution of assets of Tech Data of any kind or character, whether
in cash, property or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of Tech Data, whether voluntary or involuntary, or
in bankruptcy, insolvency, receivership or other proceedings, all amounts due
upon all Senior Debt with respect to the subordinated debt securities of any
series will first be paid in full, or payment thereof provided for in money in
accordance with its terms, before the holders of subordinated debt securities of
such series are entitled to receive or retain any payment on account of
principal of, or any premium or interest on, or any additional amounts with
respect to, the subordinated debt securities of such series, and to that end the
holders of such Senior Debt will be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other debt
securities of Tech Data being subordinated to the payment of subordinated debt
securities of such series, which may be payable or deliverable in respect of the
subordinated debt securities of such series upon any such dissolution,
winding-up, liquidation or reorganization or in any such bankruptcy, insolvency,
receivership or other proceeding.
By reason of such subordination, in the event of liquidation or
insolvency of Tech Data, holders of Senior Debt with respect to the subordinated
debt securities of any series and holders of other obligations of Tech Data that
are not subordinated to such Senior Debt may recover more, ratably, than the
holders of the subordinated debt securities of such series.
Subject to the payment in full of all Senior Debt with respect to the
subordinated debt securities of any series, the rights of the holders of the
subordinated debt securities of such series will be subrogated to the rights of
the holders of such Senior Debt to receive payments or distributions of cash,
property or securities of Tech Data applicable to such Senior Debt until the
principal of, any premium and interest on, and any additional amounts with
respect to, the subordinated debt securities of such series have been paid in
full.
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No payment of principal (including redemption and sinking fund
payments) of or any premium or interest on or any additional amounts with
respect to the subordinated debt securities of any series may be made (1) if any
Senior Debt with respect to such series is not paid when due and any applicable
grace period with respect to such default has ended and such default has not
been cured or waived or ceased to exist, or (2) if the maturity of any Senior
Debt with respect to such series has been accelerated because of a default.
The subordinated indenture does not limit or prohibit Tech Data from
incurring additional Senior Debt, which may include debt securities that is
senior to the subordinated debt securities of any series, but subordinate to
other obligations of Tech Data. The senior debt securities will constitute
Senior Debt with respect to the subordinated debt securities of each series
under the subordinated indenture.
The subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular series of subordinated debt
securities, may be changed prior to such issuance. Any such change would be
described in the related prospectus supplement and supplemental subordinated
indenture.
CONVERSION AND EXCHANGE
The terms, if any, on which debt securities of any series are
convertible into or exchangeable for shares of common stock or other securities,
whether or not issued by Tech Data, property or cash, or a combination of any of
the foregoing, will be set forth in the related prospectus supplement. Such
terms may include provisions for conversion or exchange, either mandatory, at
the option of the holder, or at the option of Tech Data, in which the
securities, property or cash to be received by the holders of the debt
securities would be calculated according to the factors and at such time as
described in the related prospectus supplement.
REGISTRATION AND TRANSFER
Debt securities may be presented for exchange and registered debt
securities may be presented for transfer in the manner, at the places and
subject to the restrictions described in the applicable prospectus supplement.
Such services will be provided without charge, other than any tax or other
governmental charge payable in connection therewith, but subject to the
limitations described in the applicable prospectus supplement. Bearer debt
securities and the related coupons, if any, will be transferable by delivery.
GLOBAL DEBT SECURITIES
REGISTERED DEBT SECURITIES. Registered debt securities of a series may
be issued in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary or with a nominee for a depositary
identified in the prospectus supplement relating to such series. In such case,
one or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding registered debt securities of the series to be represented by such
global security or securities. Unless and until it is exchanged in whole for
registered debt securities in definitive registered form, a global security may
not be transferred except as a whole by the depositary for such global security
to a nominee of such depositary or by a nominee of such depositary to such
depositary or another nominee of such depositary or by such depositary or any
such nominee to a successor of such depositary or a nominee of such successor.
BEARER DEBT SECURITIES. Bearer debt securities of a series may also be
issued in the form of one or more global securities that will be deposited with
a depositary for Euroclear System or with a nominee for such depositary
identified in the prospectus supplement relating to such series. The specific
terms and procedures, including the specific terms of the depositary arrangement
and any specific procedures for the issuance of debt securities in definitive
form in exchange for a bearer global security, with respect to any portion of a
series of debt securities to be represented by a bearer global security will be
described in the prospectus supplement relating to such series.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable prospectus supplement,
payment of principal of and premium, if any, on and interest on the debt
securities will be made at the office of the trustee in the City of New York or
at the office of such paying agent or paying agents as Tech Data may designate
from time to time, except that at the option of Tech Data, payment of any
interest may be made, except in the case of a global security representing debt
securities, by (i) check mailed to the address of the person entitled thereto as
such address shall appear in the applicable securities register or (ii) transfer
to an account maintained by the person entitled thereto as specified in such
securities register, provided that proper transfer instructions have been
received by the relevant record date.
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Payment of any interest on any debt securities will be made to the
person in whose name such debt securities are registered at the close of
business on the record date for such interest, except in the case of defaulted
interest. Tech Data may at any time designate additional paying agents or
rescind the designation of any paying agent; provided, however, Tech Data will
at all times be required to maintain a paying agent in each place of payment for
the debt securities.
Any moneys deposited with the trustee or any paying agent, or then held
by Tech Data in trust, for the payment of the principal of and premium, if any,
on or interest on any debt securities and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable
shall, at the request of Tech Data, be repaid to Tech Data and the holder of
such debt securities shall thereafter look, as a general unsecured creditor,
only to Tech Data for payment thereof.
CONSOLIDATION, MERGER OR SALE OF ASSETS
Unless the following conditions apply, Tech Data shall not consolidate with
or merge into any other entity or, directly or indirectly, convey, transfer,
sell or lease all or substantially all of its properties and assets to any other
entity, and it shall not permit any other entity to consolidate with or merge
into Tech Data or, directly or indirectly, convey, transfer, sell or lease all
or substantially all of its properties and assets to Tech Data.
o In case Tech Data shall consolidate with or merge into
another entity or convey, transfer, sell or lease all or
substantially all of its properties and assets to any
entity, the entity formed by such consolidation or into
which Tech Data is merged or the entity which acquires by
conveyance, transfer or sale, or which leases, all or
substantially all the properties and assets of Tech Data.
o The entity involved shall be a corporation, limited
liability company, partnership or trust.
o The entity involved shall be organized and validly existing
under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly
assume, by a supplemental indenture the due and punctual
payment of the principal of (and premium, if any) and
interest on all debt securities and the performance or
observance of every covenant of the indentures on the part
of Tech Data to be performed or observed.
o The entity involved shall have provided for any conversion
rights.
o Immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of
Tech Data or a subsidiary thereof as a result of such
transaction as having been incurred by Tech Data or such
subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have
happened and be continuing.
o Tech Data has delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that
such consolidation, merger, conveyance, transfer, sale or
lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental
indenture, comply with the respective indentures and that
all conditions precedent therein provided for relating to
such transaction have been complied with.
CERTAIN COVENANTS OF TECH DATA
Until the debt securities have been paid and satisfied in full and the
respective indenture terminated in accordance with their respective terms,
unless otherwise consented thereto in accordance with the respective terms of
the respective indentures, Tech Data will and will cause each of its
subsidiaries to:
o deliver financial statements, SEC filings, compliance
certificates and notices of default, material litigation and
material governmental and environmental proceedings to the
trustees under the respective indentures;
o comply with laws (including environmental laws and ERISA
matters) and material contractual obligations;
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o pay all taxes due and payable;
o maintain insurance;
o limit liens, mergers, sales of assets and incurrence of debt;
o limit dividends, stock redemptions and the redemption and/or
prepayment of specific debt;
o meet certain financial covenants.
The applicable supplemental indentures and prospectus supplement will
provide the specific terms of the covenants listed above.
EVENTS OF DEFAULT
An "Event of Default", means any one of the following events (whatever
the reason for such Event of Default and whether it shall be occasioned by the
provisions of the respective indenture or be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):
o default in the payment of the principal of or premium, if any,
on any debt security at its maturity; or
o default in the payment of any interest upon any debt security
when it becomes due and payable, and continuance of such
default for a period of 30 days; or
o default in the performance, or breach, of any material
covenant or warranty of Tech Data in an indenture (other than
a covenant or warranty a default in the performance or breach
of which is specifically dealt with elsewhere in a particular
indenture), and continuance of such default or breach for a
period of 60 days after there has been given, by registered or
certified mail, to Tech Data by the trustee or to Tech Data
and the trustee by the holders of at least 25% in principal
amount of the outstanding debt securities a written notice
specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default"
under the respective indenture; or
o a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by Tech Data, or under any
agreement, mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by Tech Data, with a
principal amount then outstanding in excess of $25,000,000,
whether such indebtedness now exists or shall hereafter be
created, which default shall constitute a failure to pay the
principal of such indebtedness (in whole or in any part
greater than $25,000,000) when due and payable or shall have
resulted in such indebtedness (in whole or in any part greater
than $25,000,000) becoming or being declared due and payable
prior to the date on which it would otherwise have become due
and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, within
a period of 60 days after there shall have been given, by
registered or certified mail, to Tech Data by the Trustee or
to Tech Data and the Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding debt securities
a written notice specifying such default and requiring Tech
Data to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such
notice is a "Notice of Default" thereunder; or
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o the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of Tech Data in an
involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging Tech Data bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or
in respect of Tech Data under any applicable federal or state
law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of
Tech Data or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of
60 consecutive days; or
o the commencement by Tech Data of a voluntary case or
proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or
order for relief in respect of Tech Data in an involuntary
case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or similar relief
under any applicable federal or state law, or the consent by
it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of
Tech Data or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate
action by Tech Data in furtherance of any such action.
The applicable supplemental indenture and prospectus supplement may
amend, supplement or otherwise change the specific terms of the "Events of
Default" set forth above.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Under terms satisfactory to the trustee, Tech Data may discharge
certain obligations to holders of any series of debt securities issued under
such indentures which have not already been delivered to the trustee for
cancellation and which have either become due and payable or are by their terms
due and payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the trustee cash or Government Obligations (as
defined in such indenture), as trust funds in an amount certified to be
sufficient to pay when due, whether at maturity, upon redemption or otherwise,
the principal of and premium, if any, on and interest on such debt securities.
Tech Data may also discharge any and all of its obligations to holders
of any series of debt securities issued under an indenture at any time
("defeasance"), but may not thereby avoid its duty to register the transfer or
exchange of such series of debt securities, to replace any temporary, mutilated,
destroyed, lost or stolen series of debt securities or to maintain an office or
agency in respect of such series of debt securities. Under terms satisfactory to
the trustee, Tech Data also may be released with respect to any outstanding
series of debt securities issued under the relevant indenture from the
obligations imposed by certain provisions of such indenture (including covenants
described above limiting consolidations, mergers, and certain dispositions) and
omit to comply with such provisions without creating an Event of Default
("covenant defeasance"). Defeasance or covenant defeasance may be effected only
if, among other things:
o Tech Data irrevocably deposits with the trustee cash or
Government Obligations, as trust funds in an amount certified
to be sufficient to pay at maturity (or upon redemption) the
principal of and premium, if any, on and interest on all
outstanding debt securities of such series issued under such
indenture;
o Tech Data delivers to the trustee an opinion of counsel to the
effect that the holders of such series of debt securities will
not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant
defeasance and that defeasance or covenant defeasance will not
otherwise alter such holders' United States federal income tax
treatment of principal, premium and interest payments on such
series of debt securities (it being understood that in the
case of a defeasance such opinion must be based on a ruling of
the Internal Revenue Service or a change in United States
federal income tax law occurring after the date of such
Indenture, since such a result would not occur under current
tax law);
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o no Event of Default or any event which after notice or lapse
of time or both would be an Event of Default has occurred;
o such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, the
indenture or any other material agreement or instrument to
which Tech Data is a party or by which it is bound;
o certain other provisions set forth in the indenture are met;
o Tech Data shall have delivered to the trustee an officers'
certificate and an opinion of counsel, each stating that all
conditions precedent to the defeasance or covenant defeasance
have been complied with; and
o in the case of the subordinated debt indenture no event or
condition shall exist that would prevent Tech Data from making
payments of principal of and premium, if any, on and interest
on the subordinated debt securities at the date of the
irrevocable deposit referred to above.
MODIFICATION OF THE INDENTURES
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF DEBT SECURITIES
Without the consent of any holders of debt securities, Tech Data, when
authorized by its Board of Directors and the trustee, at any time and from time
to time, may enter into one or more indentures supplemental to the indentures
for any of the following purposes;
o to evidence the succession of another entity to Tech Data and
the assumption by any such successor of the covenants and
obligations of Tech Data therein and in the debt securities as
permitted by the specific indenture; or
o to add to the covenants of Tech Data for the benefit of the
holders of debt securities, or to surrender any right or power
therein conferred upon Tech Data; or
o to secure the debt securities; or
o to make provision with respect to the conversion rights of
holders of debt securities; or
o to comply with the requirements of the Trust Indenture Act or
the rules and regulations of the SEC thereunder in order to
effect or maintain the qualification of the specific indenture
under the Trust Indenture Act, as contemplated by such
indenture or otherwise; or
o to cure any ambiguity, to correct or supplement any provision
therein which may be inconsistent with any other provision
therein or to make any other provisions with respect to
matters or questions arising under the specific indenture
which shall not be otherwise inconsistent with the provisions
of such indenture, PROVIDED that such action pursuant to this
clause shall not adversely affect the interests of the holders
of debt securities.
SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF DEBT SECURITIES
With the consent of the holders of not less than a majority in
principal amount of outstanding debt securities, by act of said holders
delivered to Tech Data and the trustee, Tech Data, when authorized by its Board
of Directors, and the trustee may enter into supplemental indentures for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of another indenture or of modifying in any manner the rights
of the holders under an indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent or affirmative vote of the holder of each
outstanding debt security affected thereby,
o change the stated maturity of the principal of, or any
installment of interest on, any debt security or
o reduce the principal amount or the rate of interest payable
thereon or any premium payable upon redemption or mandatory
repurchase thereof, or
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o change the coin or currency in which any debt security or the
interest or any premium thereon or any other amount in respect
thereof is payable,
o modify the provisions of an indenture in a manner adverse to
the holders or impair the right to institute suit for the
enforcement of any payment in respect of any debt security on
or after the stated maturity thereof (or, in the case of
redemption or any repurchase, on or after the redemption date
or repurchase date, as the case may be) or the right to
convert any debt security or,
o except as otherwise permitted, adversely affect the right to
convert any debt security or modify the provisions of an
indenture with respect to the subordination of the debt
securities in a manner adverse to the holders of debt
securities, or
o reduce the percentage in principal amount of the outstanding
debt securities the consent of whose holders is required for
any such supplemental indenture or the consent of whose
holders is required for any waiver (of compliance with certain
provisions of the indenture or certain defaults thereunder and
their consequences) provided for in the indenture, or
o modify the obligation of Tech Data to maintain an office or
agency in the Borough of Manhattan, The City of New York, or
o modify any of the provisions of an indenture requiring a
specific percentage of Holders for approval of amendments,
except to increase any percentage contained therein or to
provide that certain other provisions of an indenture cannot
be modified or waived without the consent of the Holder of
each outstanding debt security affected thereby.
GOVERNING LAW
The indentures and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New York.
REGARDING TRUSTEES
The Trust Indenture Act contains limitations on the rights of a
trustee, should it become a creditor of Tech Data, to obtain payment of claims
in certain cases or to realize on certain property received by it in respect of
any such claims, as security or otherwise. Each trustee is permitted to engage
in other transactions with Tech Data and its subsidiaries from time to time,
provided that if the trustee acquires any conflicting interest it must eliminate
such conflict upon the occurrence of an Event of Default under the applicable
indenture, or else resign.
DESCRIPTION OF CAPITAL STOCK
PREFERRED STOCK
We have authorized and outstanding 226,500 shares of preferred stock,
par value $.02 per share. Our preferred stock pays no dividends, has no
pre-emptive rights, and no redemption, sinking fund, or conversion provisions.
It does have a liquidation preference over our common stock to the extent of all
distributions in the event of liquidation, not to exceed $.20 per share. Each
outstanding share of preferred stock is entitled to one vote on all matters
submitted to a vote of shareholders. Shares of preferred stock have equal voting
rights with the shares of common stock in certain events as specified below.
Edward C. Raymund, a director of Tech Data, beneficially owns 113,260
shares of preferred stock (which, with the 113,240 shares owned by Annette L.
Raymund, is all of the preferred stock outstanding), each share of which is
entitled to one vote. In connection with the terms of an employment agreement
dated as of January 31, 1991, between Mr. Raymund and Tech Data, providing for
Mr. Raymund's employment from February 1, 1991 through January 31, 2001, Mr.
Raymund entered into an irrevocable proxy and escrow agreement. In connection
with an amendment to the employment agreement dated November 13, 1992, Annette
L. Raymund has also entered into the irrevocable proxy. Under the terms of the
irrevocable proxy, four of our directors, Charles E. Adair, Daniel M. Doyle,
David M. Upton and John Y. Williams (in their capacity as "outside" directors),
have been granted full power and authority to vote the aggregate 226,500 shares
of preferred stock. The employment agreement with Edward C. Raymund and the
associated proxy will expire on January 31, 2001.
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COMMON STOCK
We have authorized 200,000,000 shares of common stock, par value $.0015
per share. Holders of common stock have no pre-emptive rights. Each outstanding
share of common stock is entitled to one vote on all matters submitted to a vote
of our shareholders. Holders of common stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. The holders of common stock are entitled to share
proportionately in any liquidating distribution to shareholders after provisions
for payment of creditors and after the payment of the liquidation preference on
any shares of preferred stock then outstanding. All outstanding shares of common
stock are, and any shares to be sold hereunder by us will be when issued, fully
paid and nonassessable.
The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services.
CLASS VOTING AND CLASSIFIED BOARD OF DIRECTORS
Our Restated and Amended Articles of Incorporation require that certain
mergers, sales of substantially all of our assets, amendments to our Restated
and Amended Articles of Incorporation and exchanges of our stock for stock of
another corporation pursuant to a vote of shareholders be approved by a majority
of each class of capital stock entitled to vote. Thus, any person that controls
at least one-half of any class of stock can block an attempt to merge or sell
substantially all of our assets or defeat the approval of certain other
transactions. Because all of our authorized preferred stock is presently owned
and controlled by Edward C. Raymund and Annette L. Raymund, they have the
ability to block such transactions. Our Amended and Restated Articles of
Incorporation also divide the Board of Directors into three classes serving
staggered three-year terms. These provisions may discourage attempts to acquire
control of Tech Data.
DESCRIPTION OF WARRANTS
Tech Data has no warrants outstanding (other than options issued under
its employee stock option plans). Tech Data may issue warrants for the purchase
of debt securities or common stock. Warrants may be issued independently or
together with any other securities offered by any prospectus supplement and may
be attached to or separate from such securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between Tech Data
and a warrant agent specified in the applicable prospectus supplement. The
warrant agent will act solely as an agent of Tech Data in connection with the
warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders of the warrants. Further terms of the
warrants and the applicable warrant agreements will be set forth in the
applicable prospectus supplement. Copies of the form of warrant agreement and
warrant will be filed as exhibits to or incorporated by reference in the
registration statement of which this prospectus forms a part, and the following
summary is qualified in its entirety by reference to such exhibits.
The applicable prospectus supplement will describe the terms of the
warrants, including, where applicable, the following:
o the title of the warrants,
o the aggregate number of warrants,
o the price or prices at which warrants will be issued,
o the designation, terms and number of securities purchasable
upon exercise of warrants,
o the designation and terms of the securities, if any, with
which warrants are issued and the number of warrants issued
with each security,
o the date, if any, on and after which warrants and the related
securities will be separately transferable,
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o the price at which each security purchasable upon exercise of
warrants may be purchased,
o the date on which the right to exercise the warrants shall
commence and the date on which that right shall expire,
o the minimum or maximum amount of warrants which may be
exercised at any one time,
o information with respect to book-entry procedures, if any, and
o any other terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants.
PLAN OF DISTRIBUTION
We may offer and sell the securities directly or to or through
underwriting syndicates represented by managing underwriters, to or through
underwriters without a syndicate or through dealers or agents. The prospectus
supplement with respect to the offered securities will set forth the terms of
the offering, including the following:
o the name or names of any underwriters, dealers or agents,
o the purchase price and the proceeds we will receive from the
sale,
o any underwriting discounts, agency fees and other items
constituting underwriters' or agents' compensation and
o the initial public offering price and any discounts or
concessions allowed, re-allowed or paid to dealers.
If any underwriters are involved in the offer and sale, the securities
will be acquired by the underwriters and may be resold by them, either at a
fixed public offering price established at the time of offering or from time to
time in one or more negotiated transactions or otherwise, at prices related to
prevailing market prices determined at the time of sale. Unless otherwise set
forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all the securities described
in the prospectus supplement if any are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.
We may offer and sell the securities directly or through an agent or
agents designated by us from time to time. An agent may sell securities it has
purchased from us as principal to other dealers for resale to investors and
other purchasers, and may re-allow all or any portion of the discount received
in connection with the purchase from us to the dealers. After the initial
offering of the securities, the offering price (in the case of securities to be
resold at a fixed offering price), the concession and the discount may be
changed. Any agent participating in the distribution of the securities may be
deemed to be an "underwriter," as that term is defined in the Securities Act of
1933, of the securities so offered and sold.
If any underwriters are involved in the offer and sale, they will be
permitted to engage in transactions that maintain or otherwise affect the price
of the securities. These transactions may include over-allotment transactions,
purchases to cover short positions created by the underwriter in connection with
the offering and the imposition of penalty bids. If an underwriter creates a
short position in the securities in connection with the offering, i.e., if it
sells more securities than set forth on the cover page of the applicable
prospectus supplement, the underwriter may reduce that short position by
purchasing the securities in the open market. In general, purchases of a
security to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. As noted above,
underwriters may also choose to impose penalty bids on other underwriters and/or
selling group members. This means that if underwriters purchase securities in
the open market to reduce their short position or to stabilize the price of the
securities, they may reclaim the amount of the selling concession from those
underwriters and/or selling group members who sold such securities as part of
the offering.
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Neither we nor any underwriter make any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the securities. In addition, neither we nor any
underwriter make any representation that such underwriter will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
Underwriters, dealers and agents may be entitled, under agreements
entered into with us, to indemnification by us against some liabilities,
including liabilities under the Securities Act of 1933.
The place and time of delivery for the securities in respect of which
this prospectus is delivered will be set forth in the applicable prospectus
supplement if appropriate.
Unless otherwise indicated in the prospectus supplement, each series of
offered securities will be a new issue of securities and, other than the common
stock, which is listed on Nasdaq National Market, for which there currently is
no market. Any underwriters to whom securities are sold for public offering and
sale may make a market in such series of securities as permitted by applicable
laws and regulations, but such underwriters will not be obligated to do so, and
any such market making may be discontinued at any time without notice.
Accordingly, there can be no assurance as to the development or liquidity of any
market for the securities. The securities may or may not be listed on a national
securities exchange or for quotation through the National Association of
Securities Dealers Automated Quotation System.
Underwriters, agents and dealers may engage in transactions with or
perform services, including various investment banking and other services, for
us and/or any of our affiliates in the ordinary course of business.
LEGAL MATTERS
Certain legal matters with respect to the validity of the securities
offered hereby will be passed upon for Tech Data by Schifino & Fleischer, P. A.,
Tampa, Florida, and for any underwriters, dealers or agents by counsel named in
the applicable prospectus supplement.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to Tech Data's Annual Report on Form 10-K for the year ended January
31, 2000, except as they relate to the consolidated balance sheet of Computer
2000 Aktiengesellschaft and subsidiaries as of January 31, 2000, have been
audited by PricewaterhouseCoopers LLP, independent certified public accountants,
and, insofar as they relate to the consolidated balance sheet of Computer 2000
Aktiengesellschaft and subsidiaries as of January 31, 2000, by KPMG Hartkopf +
Rentrop Treuhand KG Wirtschaftsprufungsgesellschaft, independent auditors. Such
financial statements have been incorporated in reliance on the reports of such
independent certified public accountants and auditors given on the authority of
such firms as experts in auditing and accounting.
18
<PAGE>
$500,000,000
TECH DATA CORPORATION
DEBT SECURITIES, COMMON STOCK
AND WARRANTS
PROSPECTUS
OCTOBER 4, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee..........................................$ 132,000
Trustee's Fees and Expenses 15,000
Rating Agencies' Fees 75,000
Printing and Engraving 50,000
Fees of Transfer Agent 15,000
Accountants Fees and Expenses 30,000
Legal Fees and Expenses of Registrant's Counsel 75,000
Miscellaneous................................................. 33,000
---------
Total $ 425,000
Except for SEC registration fee, the foregoing fees are estimated.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (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
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she 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 as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
II-1
<PAGE>
The Company's By-Laws include the following provisions:
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
"Section A. GENERAL. To the fullest extent permitted by law, the
corporation shall indemnify any person who is or was a party to any threatened,
pending or completed action, suit or other type of proceeding (other than an
action by or in the right of the corporation), whether civil, criminal,
administrative, investigative or otherwise, and whether formal or informal, by
reason of the fact that such person 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 judgments, amounts paid in
settlement, penalties, fines (including an excise tax assessed with respect to
any employee benefit plan) and expenses (including counsel fees) actually and
reasonably incurred in connection with any such action, suit or other
proceeding, including any appeal thereof, if such person acted in good faith and
in a manner he or she 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 or her conduct was unlawful.
The termination of any such action, suit or other proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner that he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
Section B. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. To the
fullest extent permitted by law, the corporation shall indemnify any person who
is or was a party to any threatened, pending or completed action, suit or other
type of proceeding (as further described in Section A of this Article VI) by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that such person 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 counsel fees)
and amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expenses of litigating the action, suit or other
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such action, suit or other proceeding, including
any appeal thereof, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this Section B
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such action, suit or other proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
that such court shall deem proper.
Section C. OBLIGATION TO INDEMNIFY. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or other proceeding referred to in
Section A or Section B of this Article VI, or in the defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
counsel fees) actually and reasonably incurred by such person in connection
therewith.
Section D. DETERMINATION THAT INDEMNIFICATION IS PROPER.
Indemnification pursuant to Section A or Section B of this Article VI, unless
made pursuant to a determination by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section A or Section B of this
Article VI. Such determination shall be made either (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or other proceeding to which the indemnification
relates; (2) if such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (the
designation being one in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to such
action, suit or other proceeding; (3) by independent legal counsel (i) selected
by the Board of Directors in accordance with the requirements of subsection (1)
or by a committee designated under subsection (2) or (ii) if a quorum of the
directors cannot be obtained and a committee cannot be designated, selected by
majority vote of the full Board of Directors (the vote being one in which
directors who are parties may participate); or (4) by the stockholders by a
majority vote of a quorum consisting of stockholders who were not parties to
such action, suit or other proceeding or, if no such quorum is obtainable, by a
majority vote of stockholders who were not parties to such action, suit or other
proceeding.
II-2
<PAGE>
Section E. EVALUATION AND AUTHORIZATION. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made in
the same manner as is prescribed in
Section D of this Article VI for the determination that indemnification is
permissible; provided, however, that if the determination as to whether
indemnification is permissible is made by independent legal counsel, the persons
who selected such independent legal counsel shall be responsible for evaluating
the reasonableness of expenses and may authorize indemnification.
Section F. PREPAYMENT OF EXPENSES. Expenses (including counsel fees)
incurred by a director or officer in defending a civil or criminal action, suit
or other proceeding referred to in Section A or Section B of this Article VI
shall be paid by the corporation in advance of the final disposition thereof
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if such person is ultimately found not to be entitled to
indemnification by the corporation pursuant to this Article VI. Expenses
incurred by other employees and agents may be paid in advance upon such terms
and conditions that the Board of Directors deems appropriate.
Section G. NONEXCLUSIVITY AND LIMITATIONS. The indemnification and
advancement of expenses provided pursuant to this Article VI shall not be deemed
exclusive of any other rights to which a person may be entitled under any law,
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to action
in any other capacity while holding such office. In all cases not specifically
provided for in this Article VI, indemnification or advancement of expenses
shall not be made to or on behalf of any director, officer, employee or agent if
a judgment or other final adjudication establishes that such person's actions,
or omissions to act, were material to the cause of action so adjudicated and
constitute (1) a violation of the criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful; (2) a
transaction from which the director, officer, employee or agent derived an
improper personal benefit; (3) in the case of a director, a circumstance under
which liability for unlawful distributions is applicable; (4) willful misconduct
or a conscious disregard for the best interests of the corporation in a
proceeding by or in the right of a corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder; or (5) to the
extent that such indemnification or advancement of expenses is expressly
prohibited by law.
Section H. CONTINUATION OF INDEMNIFICATION RIGHT. Unless expressly
otherwise provided when authorized or ratified by this corporation,
indemnification and advancement of expenses as provided for in this Article VI
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person. For purposes of this Article VI, the term
"corporation" includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any person who is or was a director, officer,
employee or agent of a constituent corporation, or is or was serving at the
request of a constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
is in the same position under this Article VI with respect to the resulting or
surviving corporation as such person would have been with respect to such
constituent corporation if its separate existence had continued.
Section I. INSURANCE. 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 who 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 such person and incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against the liability under
Section A or Section B of this Article VI."
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "1933 Act") 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 1933 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 it is
against public policy as expressed in the 1933 Act and agrees to be governed by
the final adjudication of such issue.
II-3
<PAGE>
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.
1.1** - Form of Underwriting Agreement.
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.
4-E(5) - Articles of Amendment to Articles of Incorporation of the
Company filed on June 25, 1997.
4-F(6) - Amendment to By-Laws of the Company as adopted on June 23,
1998.
4-G(6) - Articles of Amendment to Amended and Restated Articles of
Incorporation of the Company as of June 24, 1998.
4-H** - Form of Senior Indenture.
4-I** - Form of Subordinated Indenture.
4-J** - Form of Senior Debt Security.
4-K** - Form of Subordinated Debt Security.
4-L** - Form of Convertible Debt Security.
4-M** - Form of Warrant.
4-N** - Form of Warrant Agreement.
4-0(8) - By-Laws of the Company as adopted on March 25, 1997.
4-P(8) - Amendment to By-Laws of the Company as adopted on
March 30, 1999.
4-Q(8) - Amendment to By-Laws of the Company as adopted on
April 5, 2000.
4-R(8) - Transfer and Administration Agreement dated May 19, 2000.
4-S(8) - Credit Agreement dated as of May 8, 2000.
4-T(8) - Amended and Restated Participation Agreement dated as of
May 8, 2000.
4-U(8) - Amended and Restated Lease Agreement dated as of May 8,
2000.
4-V(8) - Amended and Restated Agency Agreement dated as of May 8,
2000.
5*** - Opinion of Schifino & Fleischer, P.A.
12.1*** - Computation of Ratio of Earnings to Fixed Charges.
23-A*** - Consent of Schifino & Fleischer, P.A., appears in its
opinion filed as Exhibit 5.
23-B*** - Consent of PricewaterhouseCoopers LLP.
23-C*** - Consent of KPMG Hartkopf + Rentrop KG.
24* - Power of Attorney.
25-A** - Form T-1 Statement of Eligibility for Senior Indenture
under the Trust Indenture Act of 1939.
25-B** - Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.
99-A(7) - Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
* Previously filed with the Company's Registration Statement on
Form S-3 filed with the SEC on August 30, 2000, File No.
333-44848.
** To be filed with a Current Report on Form 8-K or a
Post-Effective Amendment to the Registration Statement.
*** 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 Exhibits included in the
Company's Registration Statement on Form S-3, File No.
333-36999.
(6) Incorporated by reference to the Exhibits included in the
Company's Form 8-K/A filed with the Commission on September
14, 1998, File No. 0-14625.
(7) Incorporated by reference to the Exhibits included in the
Company's Form 10-K for the year ended January 31, 2000, File
No. 0-14625.
(8) Incorporated by reference to the Exhibits included in the
Company's Form 10-Q for the quarter ended July 31, 2000, File
No. 0-14625.
II-4
<PAGE>
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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.
(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.
(4) That, for the purpose 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom 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.
(6) That, for the purpose 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.
II-5
<PAGE>
(7) That, 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.
(8) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305 (b) (2) of the Act.
II-6
<PAGE>
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 October 4, 2000.
TECH DATA CORPORATION
By: /s/ STEVEN A. RAYMUND
------------------------------------------
Steven A. Raymund,
Chairman of the Board of Directors;
Chief Executive Officer
POWER OF ATTORNEY
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; October 4, 2000
---------------------------- Chief Executive Officer
Steven A. Raymund
/s/ JEFFERY P. HOWELLS Executive Vice President and October 4, 2000
---------------------------- Chief Financial Officer; Director
Jeffery P. Howells (principal financial officer)
/s/ JOSEPH B. TREPANI
---------------------------- Senior Vice President and Corporate October 4, 2000
Joseph B. Trepani Controller; (principal accounting officer)
/s/ ARTHUR W. SINGLETON
---------------------------- Corporate Vice President, Treasurer October 4, 2000
Arthur W. Singleton and Secretary
/s/ CHARLES E. ADAIR
---------------------------- Director October 4, 2000
Charles E. Adair
/s/ MAXIMILIAN ARDELT
---------------------------- Director October 4, 2000
Maximilian Ardelt
/s/ JAMES M. CRACCHIOLO
---------------------------- Director October 4, 2000
James M. Cracchiolo
/s/ DANIEL M. DOYLE
---------------------------- Director October 4, 2000
Daniel M. Doyle
/s/ KATHY MISUNAS
---------------------------- Director October 4, 2000
Kathy Misunas
/s/ EDWARD C. RAYMUND
---------------------------- Director; Chairman Emeritus October 4, 2000
Edward C. Raymund
/s/ DAVID M. UPTON
---------------------------- Director October 4, 2000
David M. Upton
/s/ JOHN Y. WILLIAMS
---------------------------- Director October 4, 2000
John Y. Williams
</TABLE>
II-7
<PAGE>
EXHIBIT TABLE
NO. DESCRIPTION
--- -----------
5 Opinion of Schifino & Fleischer, P.A.
12.1 Computation of Ratio of Earnings to Fixed Charges
23-A Consent of Schifino & Fleischer, P.A., appears in its opinion
filed as Exhibit 5
23-B Consent of PricewaterhouseCoopers LLP
23-C Consent of KPMG Hartkopf + Rentrop KG
