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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_______________
KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
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TEXAS 74-1763541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7433 HARWIN DRIVE STEPHEN J. CHAPKO
HOUSTON, TEXAS 77036 7433 Harwin
(713) 780-7770 HOUSTON, TEXAS 77036
(Address, including zip code, and telephone number, (713) 780-7770
including area code, of registrant's (Name, address, including zip code, and telephone number,
principal executive offices) including area code, of agent for service)
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Copies to:
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GENE G. LEWIS JOE S. POFF
LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. BAKER & BOTTS, L.L.P.
3400 TEXAS COMMERCE TOWER ONE SHELL PLAZA
600 TRAVIS 910 LOUISIANA
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 226-1200 (713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
_______________
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration
No. 333-34045
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
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE
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4 1/2% Convertible Subordinated Notes Due 2004 $ 34,500,000 $ 10,455
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Common Stock, without par value (3) --
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Rights (4) --
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(1) Includes $4,500,000 principal amount of 4 1/2% Convertible Subordinated
Notes due 2004 (the "Notes") which may be purchased pursuant to an over-
allotment option granted by the Registrant to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Includes such indeterminate number of shares of Common Stock as may be
issuable upon conversion of the Notes registered hereby.
(4) The Rights trade with and are evidenced by the Certificates representing
the Common Stock. There is one-third of a Right associated with each share
of Common Stock. Value attributable to such Rights, if any, is reflected in
the market price of the Common Stock.
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EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The contents of the Registrant's
Registration Statement on Form S-3 (including exhibits) (Registration No. 333-
34045), filed with the Securities and Exchange Commission (the "Commission") on
August 21, 1997, as amended by Amendment No. 1 thereto filed with the Commission
on September 15, 1997 and declared effective by the Commission on September 17,
1997, including all prospectuses filed pursuant thereto in accordance with Rule
424 promulgated under the Securities Act and each of the documents incorporated
or deemed to be incorporated by reference therein, are hereby incorporated into
this Registration Statement by reference.
EXHIBITS
5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
8.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 -- Consent of Grant Thornton LLP.
23.2 -- Consents of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
as part of Exhibits 5.1 and 8.1).
24.1 -- Powers of Attorney. Incorporated by reference to the signature page
of the Company's Registration Statement on Form S-3 (Registration
No. 333-34045) filed with the Commission on August 21, 1997.
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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 Houston, the State of Texas, on September 17, 1997.
KENT ELECTRONICS CORPORATION
By: /s/ Morrie K. Abramson
___________________________________
(Morrie K. Abramson,
Chairman of the Board,
Chief Executive Officer and President)
Signature Title Date
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/s/ Morrie K. Abramson Chairman of the Board, September 17, 1997
____________________________ Chief Executive Officer,
Morrie K. Abramson President and Director
(Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, September 17, 1997
____________________________ Treasurer and Secretary
Stephen J. Chapko Chief Financial Officer
(Principal Financial Officer)
* Vice President, September 17, 1997
____________________________ Corporate Controller
David D. Johnson (Principal Accounting Officer)
* Director September 17, 1997
____________________________
Terrence M. Hunt
* Director September 17, 1997
____________________________
Max S. Levit
* Director September 17, 1997
____________________________
David Siegel
* Director September 17, 1997
____________________________
Richard C. Webb
* Director September 17, 1997
____________________________
Alvin L. Zimmerman
*By: /s/ Morrie K. Abramson
_______________________
Morrie K. Abramson,
Attorney-in-Fact
2
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EXHIBIT 5.1
September 17, 1997
Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036
Ladies and Gentlemen:
We have acted as counsel for Kent Electronics Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale by the
Company of (i) $30,000,000 aggregate principal amount of Convertible
Subordinated Notes Due 2004 (the "Notes") ($34,500,000 aggregate principal
amount of the Notes if the Underwriter's over-allotment option is exercised) and
(ii) an indeterminate number of shares of the Company's common stock, without
par value, issuable upon conversion of the Notes (the "Conversion Shares"). The
terms and conditions of such offering and sale are described in the Registration
Statement on Form S-3 (Registration No. 333-34045) filed by the Company with the
Securities and Exchange Commission on August 21, 1997, as amended (the "Initial
Registration Statement") which is incorporated by reference in the Registration
Statement on Form S-3 filed by the Company on September 17, 1997 (the
"Registration Statement").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents and instruments: (i) the Registration Statement; (ii) the Initial
Registration Statement, (iii) the Form of Indenture proposed to be entered into
between the Company, as Issuer, and Texas Commerce Bank National Association, as
Trustee, governing the Notes that is incorporated by reference in the
Registration Statement (the "Indenture"); (iv) certain corporate documents and
records of the Company, including its Amended and Restated Articles of
Incorporation, Amended and Restated Bylaws, minutes of meetings of its directors
and shareholders and written consents evidencing action taken by its directors
and shareholders in lieu of meetings; and (v) such other records, documents,
and instruments as in our judgment are necessary or appropriate to enable us to
render this opinion. With respect to certain factual matters we have relied on
statements of officers of the Company.
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Kent Electronics Corporation
September 17, 1997
Page 2
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
1. the Notes are duly authorized, and when executed and authenticated
in the manner set forth in the Indenture and when duly delivered against
payment of the agreed consideration therefor in accordance with the
Indenture and the Underwriting Agreement incorporated by reference in the
Registration Statement, will be valid and binding obligations of the
Company entitled to the benefits of, and subject to the restrictions in,
the Indenture; and
2. the Conversion Shares issuable upon conversion of the Notes have
been duly authorized and reserved for issuance upon such conversion, and
when issued upon conversion of the Notes in accordance with the terms of
the Indenture, will have been validly issued, fully paid and nonassessable.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "LEGAL MATTERS" in the Initial Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
Liddell, Sapp, Zivley,
Hill & LaBoon, L.L.P.
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EXHIBIT 8.1
September 17, 1997
Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036
Ladies and Gentlemen:
We have acted as tax counsel for Kent Electronics Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale by the
Company of (i) $30,000,000 aggregate principal amount of Convertible
Subordinated Notes Due 2004 (the "Notes") ($34,500,000 aggregate principal
amount of the Notes if the Underwriter's over-allotment option is exercised) and
(ii) an indeterminate number of shares of the Company's common stock, without
par value, issuable upon conversion of the Notes (the "Conversion Shares"). The
terms and conditions of such offering and sale are described in the Registration
Statement on Form S-3 (Registration No. 333-34045) filed by the Company with the
Securities and Exchange Commission on August 21, 1997, as amended (the "Initial
Registration Statement") which is incorporated by reference in the Registration
Statement on Form S-3 filed by the Company on September 17, 1997 (the
"Registration Statement").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents and instruments: (i) the Registration Statement; (ii) the Initial
Registration Statement; (iii) the Form of Indenture proposed to be entered into
between the Company, as Issuer, and Texas Commerce Bank National Association, as
Trustee, governing the Notes that is incorporated by reference in the
Registration Statement (the "Indenture"); and (iv) such other documents as we
have deemed necessary or appropriate in order to enable us to render our
opinion. Our opinion is based and conditioned upon the initial and continuing
accuracy of the facts and the factual matters assumed as set forth in the
Initial Registration Statement and the Indenture regarding the offering and
terms of the Notes and Conversion Shares issuable upon conversion of the Notes.
Our opinion is also based upon existing provisions of the Internal Revenue Code
of 1986, as amended, regulations promulgated or proposed thereunder and
interpretations thereof by the Internal Revenue Service and the courts, all of
which are subject to change with prospective or retroactive effect, and our
opinion could be adversely affected or rendered obsolete by any such change.
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Kent Electronics Corporation
September 17, 1997
Page 2
Based on the foregoing, we are of the opinion that the discussion and legal
conclusions set forth in the Initial Registration Statement under the caption
"CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" are accurate and complete in all
material respects and constitute our opinion of the material tax considerations
to initial holders of the Notes and shares of Common Stock issuable upon
conversion of the Notes.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "LEGAL MATTERS" in the Initial Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
Liddell, Sapp, Zivley,
Hill & LaBoon, L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated May 5, 1997, accompanying the
consolidated financial statements of Kent Electronics Corporation contained in
the Registration Statement and Prospectus and accompanying the financial
statements and schedule included in the Annual Report on Form 10-K/A for the
year ended March 29, 1997, which is incorporated by reference in the
Registration Statement and Prospectus. We consent to the use and incorporation
by reference of the aforementioned reports in the Registration Statement and
Prospectus, and to the use of our name as it appears under the caption
"Experts".
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
Houston, Texas
September 17, 1997
