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FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1763541
(State of incorporation or organization) (I.R.S. Employer Identification Number)
7433 HARWIN DRIVE 77036
HOUSTON, TEXAS (Zip Code)
(Address of principal executive officers)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___ % CONVERTIBLE NEW YORK STOCK EXCHANGE, INC.
SUBORDINATED NOTES DUE 2004
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's _____% Convertible Subordinated Notes Due
2004 (the "Notes") set forth under the caption "Description of Notes" in the
Registrant's Amendment No. 1 to Registration Statement on Form S-3 (Registration
No. 333-34045) (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), filed with the Securities and Exchange
Commission (the "Commission") on September 15, 1997, is incorporated herein by
reference. In addition, the description of the Notes under the caption
"Description of Notes" in the Registrant's Prospectus included in the
Registration Statement, as supplemented by the addition of information contained
in such Prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act, will be deemed to be incorporated by reference in this
Registration Statement on Form 8-A from the date of filing of such Prospectus
with the Commission pursuant to Rule 424(b) under the Securities Act.
ITEM 2. EXHIBITS.
1 -- Amended and Restated Articles of Incorporation of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (Registration No. 333-
20265) filed with the Commission on January 23, 1997.
2 -- Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the Fiscal Year Ended
March 30, 1991.
3 -- Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3.5 to the Registrant's Annual
Report on Form 10-K for the Fiscal Year Ended March 30, 1996.
4 -- Form of Indenture between Kent Electronics Corporation, as issuer, and
Texas Commerce Bank National Association, as Trustee, including the
form of Note. Incorporated by reference to Exhibit 4.4 to the
Registrant's Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-34045) filed with the Commission on September
15, 1997.
5 -- Specimen stock certificate for the Common Stock of Kent Electronics
Corporation. Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2 (Registration No. 33-
40066) filed with the Commission April 19, 1991.
6 -- Rights Agreement dated as of May 14, 1990 between Kent Electronics
Corporation and Ameritrust Company National Association. Incorporated
by reference to Exhibit 4 to the Registrant's Current Report on Form
8-K dated May 14, 1990.
7 -- First Amendment to Rights Agreement dated as of May 14, 1990 between
Kent Electronics Corporation and Ameritrust Company National
Association. Incorporated by reference to Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the Fiscal Year Ended
March 28, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on this 15th
day of September, 1997.
KENT ELECTRONICS CORPORATION
By: /s/ STEPHEN J. CHAPKO
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Stephen J. Chapko
Executive Vice President, Chief
Financial Officer, Treasurer and Secretary
