<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 1997
REGISTRATION NO. 333-__________
================================================================================
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITES ACT OF 1933
---------------------------
KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1763541
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
<TABLE>
<S> <C>
STEPHEN J. CHAPKO
7433 HARWIN DRIVE 7433 HARWIN DRIVE
HOUSTON, TEXAS 77036 HOUSTON, TEXAS 77036
(713) 780-7770 (713) 780-7770
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices) including area code, of agent for service)
</TABLE>
Copies to:
GENE G. LEWIS
LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
3400 TEXAS COMMERCE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 226-1200
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. [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. []
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value................................. 2,033,939 (2) $28.75 $58,475,746 $17,719
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on January
17, 1997.
(2) There are also registered hereunder 677,980 preferred share purchase
rights associated with the shares of Common Stock being registered.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
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<PAGE> 2
SUBJECT TO COMPLETION, DATED JANUARY 23, 1997
PROSPECTUS
2,033,939 SHARES
Kent Electronics Corporation
COMMON STOCK
---------------------------
The 2,033,939 shares ("Shares") of common stock, no par value (the "Common
Stock"), of Kent Electronics Corporation, a Texas corporation ("Kent" or the
"Company"), offered hereby are being sold by certain shareholders of Kent (the
"Selling Shareholders"). Kent will not receive any part of the proceeds from
the sale of Shares by the Selling Shareholders.
Sales of Shares by the Selling Shareholders may be effected from time to
time in one or more transactions on the New York Stock Exchange or any other
exchange on which the Common Stock may be admitted for trading ("Exchanges")
pursuant to and in accordance with the applicable rules of the Exchanges, in
block transactions on the Exchanges pursuant to and in accordance with the
applicable rules of the Exchanges, in negotiated transactions or in a
combination of any such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended ("Securities
Act"). See "Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange under the symbol
"KNT." On January 17, 1997, the closing sales price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $28.75 per share.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
January , 1997
<PAGE> 3
AVAILABLE INFORMATION
Kent has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act, for the registration of the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement as certain parts are permitted to be
omitted by the rules and regulations of the Commission. For further information
pertaining to Kent and such securities, reference is made to the Registration
Statement, including the exhibits filed as a part thereof.
Kent is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the Commission's public reference rooms located at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and the public reference
facilities in the New York Regional Office, Seven World Trade Center, 14th
Floor, New York, New York 10048 and the Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of
such material can be obtained at prescribed rates by writing to the Securities
and Exchange Commission, Public Reference Branch, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site
(http://www.sec.gov) that contains all information filed electronically by Kent
with the Commission, including the Registration Statement of which this
Prospectus is a part. In addition, such reports and other information may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Kent with the Commission are
incorporated herein by reference:
(i) Kent's Annual Report on Form 10-K for the year ended March 30,
1996;
(ii) Kent's Quarterly Report on Form 10-Q for the three months ended
June 29, 1996;
(iii) Kent's Quarterly Report on Form 10-Q for the three months ended
September 28, 1996;
(iv) Kent's Proxy Statement dated May 22, 1996, relating to its annual
meeting of shareholders held on June 27, 1996; and
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<PAGE> 4
(v) Kent's Current Report on Form 8-K filed on September 24, 1996.
All documents filed by Kent pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein, or contained in this Prospectus,
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
Kent hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference in such documents. Written or telephone requests for such copies
should be directed to Corporate Secretary, Kent Electronics Corporation, 7433
Harwin Drive, Houston, Texas 77036; telephone number (713) 780-7770.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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<PAGE> 5
THE COMPANY
Kent Electronics Corporation is a leading national specialty distributor of
electronic products and a manufacturer of custom-made electronic assemblies.
Kent, through its Kent Components Distribution division ("Components"),
distributes electronic connectors, electronic wire and cable, and other passive
and electromechanical products and interconnect assemblies used in assembling
and manufacturing electronic products. Kent, through its wholly owned subsidiary
K*TEC Electronics Corporation ("K*TEC"), also manufactures custom-made
electronic interconnect assemblies, specially fabricated battery power packs and
other sub-assemblies that are built to customers' specifications, and provides a
wide variety of other fully integrated electronic manufacturing services.
Through Kent Datacomm ("Datacomm"), Kent distributes a broad range of premise
wiring products, such as fiber optic cables, patch panels and enclosures, and
local area network ("LAN") and wide area network ("WAN") equipment, such as
modems, hubs, bridges and routers, directly to commercial end-users and
professionals who install and service voice and data communications networks.
Through its recently acquired subsidiary, Futronix Corporation, Kent has become
a leading master distributor, redistributing specialty wire and cable to
electrical distributors nationwide.
Kent has concentrated its efforts on certain market niches and has not
attempted to be a broad-line distributor. Moreover, it has followed a strategy
of distributing the products of a selected group of leading suppliers. Kent
believes that these factors provide its marketing personnel with the advantage
of greater familiarity with the products they sell. Kent is increasingly
focused on providing materials management services, such as bar code auto
replenishment, in-plant stores, and electronic data interchange ("EDI"), that
reduce its customers' total acquisition costs. In response to customer needs
and market opportunities, Kent regularly reviews the possibility of adding
other products and services to its distribution network to provide customers
with an entire materials management solution. K*TEC concentrates on developing
long-term relationships with a select group of original equipment manufacturers
("OEMs") desiring to lower their total production cost through outsourcing.
Kent's customers are primarily industrial users and OEMs involved in a
wide range of industries, including the data communication/collection,
computer, industrial/capital goods and medical industries.
Kent maintains its primary distribution facility in Houston, Texas, with
sales offices in 25 states, some of which maintain a limited amount of local
inventory and provide selected services to support specific customer needs.
Kent operates manufacturing facilities in Houston and Dallas, Texas and the San
Jose, California area. Kent's principal executive offices are located at 7433
Harwin Drive, Houston, Texas 77036; telephone number (713) 780-7770.
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<PAGE> 6
USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
OWNERSHIP OF SHARES AND COMMON STOCK
This Prospectus covers offers from time to time by the Selling
Shareholders of the Shares owned by the Selling Shareholders. Each of the
Selling Shareholders received their shares of Common Stock pursuant to the
merger (the "Merger") of Futronix Corporation and Wire & Cable Specialties
Corporation with and into Futronix Acquisition Company, a wholly-owned
subsidiary of Kent, effective January 17, 1997.
The table below sets forth, as of January 17, 1997, the names of the
Selling Shareholders, the number of Shares currently owned by the Selling
Shareholders, the number of Shares which may be offered by each Selling
Shareholder pursuant to this Prospectus, and the number of Shares to be owned
by the Selling Shareholders upon completion of the offering if all the Shares
are sold. Any or all of the Shares listed below may be offered for sale by the
Selling Shareholders from time to time.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES TO BE
WHICH MAY BE BENEFICIALLY
NUMBER OF OFFERED PURSUANT OWNED IF ALL
SELLING SHAREHOLDER SHARES TO THIS PROSPECTUS SHARES ARE SOLD
------------------- --------- ------------------ ---------------
<S> <C> <C> <C>
Theodore J. Bruno............................... 803,931 803,931 0
THMJH Family Trust.............................. 593,134 593,134 0
Overseas Equity Investor Partners............... 290,808 290,808 0
Bradford Venture Partners, L.P.................. 268,094 268,094 0
Bradford Mills Revocable Trust #1............... 19,548 19,548 0
Bradford Mills Revocable Trust #2............... 19,548 19,548 0
Barbara Mills Henagan........................... 15,642 15,642 0
John E. Myers................................... 8,121 8,121 0
BVP Special Situations, L.P. ................... 6,514 6,514 0
Barbara L. Mills, as Trustee U/A/D
12/26/84 F/B/O Francis Lee Hardie............... 3,909 3,909 0
Barbara L. Mills, as Trustee U/A/D
2/26/88 F/B/O Kenneth Ian Hardie................ 2,736 2,736 0
Robert J. Simon................................. 1,954 1,954 0
</TABLE>
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MATERIAL RELATIONSHIPS
Theodore J. Bruno was the Chief Executive Officer and the sole director of
Wire & Cable Specialties Corporation prior to the Merger. Terrence M. Hunt, who
formed the THMJH Family Trust, was the President and a director of Futronix
Corporation prior to the Merger. Bradford Mills and Barbara M. Henagan, who
served as directors of Futronix Corporation prior to the Merger, are partners of
Bradford Associates, which is the sole general partner of Bradford Venture
Partners, L.P. and a general partner of BVP Special Situations, L.P. Ms. Henagan
also serves as a co-chair of the Board of Directors of Overseas Equity Investors
Ltd., the managing partner of Overseas Equity Investor Partners. Robert J. Simon
also is a partner of Bradford Associates and a co-chair of the Board of
Directors of Overseas Equity Investors Ltd.
PLAN OF DISTRIBUTION
Sales of shares by the Selling Shareholders may be effected from time to
time in one or more transactions on the Exchanges pursuant to and in accordance
with the applicable rules of the Exchanges, in block transactions on the
Exchanges pursuant to and in accordance with the applicable rules of the
Exchanges, in negotiated transactions or in a combination of any such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
may be deemed to be "underwriters" within the meaning of the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the Shares offered hereby will be
passed upon for Kent by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
EXPERTS
The consolidated financial statements of Kent and its subsidiaries in
Kent's Annual Report on Form 10-K for the year ended March 30, 1996
incorporated by reference herein have been audited by Grant Thornton LLP,
independent public accountants, as stated in their report with respect thereto,
and are incorporated by reference herein in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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<PAGE> 8
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by Kent in connection with the offering
described in this Registration Statement are as follows:
<TABLE>
<S> <C>
SEC registration fee ....................................... $17,719
Printing expenses .......................................... 1,000
Accounting fees and expenses ............................... 2,000
Legal fees and expenses .................................... 5,000
Miscellaneous expenses ..................................... 1,281
-------
Total .................................................. $27,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.10 of the Amended and Restated Bylaws of Kent provides for
indemnification of present and former officers and directors of Kent to the
maximum extent permissible under applicable provisions of the Texas Business
Corporation Act and expressly authorizes Kent to purchase insurance on behalf
of its directors, officers and employees. Kent has purchased a directors and
officers liability insurance policy which provides for insurance of the
directors and officers of Kent against certain liabilities they may incur in
their capacities as such.
In addition, Article X of Kent's Amended and Restated Articles of
Incorporation provides:
A director of the corporation shall not be liable to the corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article X does not
eliminate or limit the liability of a director for:
(1) a breach of a director's duty of loyalty to the corporation or its
shareholders;
(2) an act or omission not in good faith or that involves intentional
misconduct
or a knowing violation of the law;
(3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within
the scope of the director's office;
(4) an act or omission for which the liability of a director is
expressly provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment of a
dividend.
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<PAGE> 9
If the Texas Miscellaneous Corporation Laws Act or other applicable
law is amended after approval by the shareholders of this Article X to
authorize further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Texas
Miscellaneous Corporation Laws Act or other applicable law, as so amended.
No amendment to or repeal of this Article X shall apply to or have any
effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts of omissions of such director
occurring prior to such amendment or repeal.
ITEM 16. EXHIBITS.
Exhibit Number
3.1 Amended and Restated Articles of Incorporation of Kent Electronics
Corporation.
*3.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to Kent's
Annual Report on Form 10-K for the Fiscal Year Ended March 30, 1991.
*3.3 Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3.5 to Kent's Annual Report on
Form 10-K for the Fiscal Year Ended March 30, 1996.
*4.1 Specimen stock certificate for the Common Stock of Kent Electronics
Corporation. Incorporated by reference to Exhibit 4.1 to Kent's
Registration Statement on Form S-2 (Registration No. 33-40066) filed
with the SEC on April 19, 1991.
*4.2 Rights Agreement dated as of May 14, 1990 between Kent Electronics
Corporation and Ameritrust Company National Association. Incorporated
by reference to Exhibit 4 to Kent's Current Report on Form 8-K dated
May 14, 1990.
*4.3 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 Kent's Annual
Report on Form 10-K for the Fiscal Year Ended March 28, 1992.
5.0 Opinion and consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as
to the legality of the securities being registered.
23.0 Consent of Grant Thornton LLP, Independent Public Accountants
24.0 Power of Attorney, included on the signature page to this Registration
Statement.
- -----------------------------
* Incorporated herein by reference
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<PAGE> 10
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Kent's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 thereto) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above 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 section 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 post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the
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<PAGE> 11
Securities Act of 1933 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, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes 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 of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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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 January 23, 1997.
KENT ELECTRONICS CORPORATION
By: /s/ Morrie K. Abramson
---------------------------------------------
(Morrie K. Abramson, Chairman of the
Board, Chief Executive Officer and President)
The undersigned directors and officers of Kent Electronics Corporation do
hereby constitute and appoint Morrie K. Abramson and Stephen J. Chapko (the
"Attorneys-in-Fact"), and each of them, with full power to act without the
other and with full power of substitution, as true and lawful attorneys-in-fact
and agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments
for us and in our names in the capacities indicated below which the
Attorneys-in-Fact may deem necessary or advisable to enable Kent Electronics
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
in connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that the Attorneys-in-Fact
shall do or cause to be done under authority granted herein. 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/ Morrie K. Abramson Chairman of the Board, Chief January 23, 1997
- ------------------------------------------- Executive Officer and President
Morrie K. Abramson (Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, Treasurer and January 23, 1997
- ------------------------------------------- Secretary (Principal Financial Officer)
Stephen J. Chapko
/s/ David D. Johnson Vice President, Corporate Controller January 23, 1997
- ------------------------------------------- (Principal Accounting Officer)
David D. Johnson
/s/ Terrence M. Hunt Director January 23, 1997
- -------------------------------------------
Terrence M. Hunt
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Max S. Levit Director January 23, 1997
- -------------------------------------------
Max S. Levit
/s/ David Siegel Director January 23, 1997
- -------------------------------------------
David Siegel
/s/ Richard C. Webb Director January 23, 1997
- -------------------------------------------
Richard C. Webb
/s/ Alvin L. Zimmerman Director January 23, 1997
- -------------------------------------------
Alvin L. Zimmerman
</TABLE>
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<PAGE> 14
INDEX TO EXHIBITS
Exhibit Number
3.1 Amended and Restated Articles of Incorporation of Kent Electronics
Corporation.
*3.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to Kent's
Annual Report on Form 10-K for the Fiscal Year Ended March 30, 1991.
*3.3 Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3.5 to Kent's Annual Report on
Form 10-K for the Fiscal Year Ended March 30, 1996.
*4.1 Specimen stock certificate for the Common Stock of Kent Electronics
Corporation. Incorporated by reference to Exhibit 4.1 to Kent's
Registration Statement on Form S-2 (Registration No. 33-40066) filed
with the SEC on April 19, 1991.
*4.2 Rights Agreement dated as of May 14, 1990 between Kent Electronics
Corporation and Ameritrust Company National Association. Incorporated
by reference to Exhibit 4 to Kent's Current Report on Form 8-K dated
May 14, 1990.
*4.3 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 Kent's Annual
Report on Form 10-K for the Fiscal Year Ended March 28, 1992.
5.0 Opinion and consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as
to the legality of the securities being registered.
23.0 Consent of Grant Thornton LLP, Independent Public Accountants
24.0 Power of Attorney, included on the signature page to this Registration
Statement.
- -----------------------------
* Incorporated herein by reference
<PAGE> 1
EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KENT ELECTRONICS CORPORATION
ARTICLE I.
The name of the corporation is Kent Electronics Corporation.
ARTICLE II.
The period of its duration is perpetual.
ARTICLE III.
The corporation is organized for the purpose of engaging in any lawful
act, activity and/or business for which a corporation may be organized under
the Texas Business Corporation Act.
ARTICLE IV.
The aggregate number of shares which the corporation shall have the
authority to issue is sixty million (60,000,000) shares of Common Stock,
without par value, and two million (2,000,000) shares of Preferred Stock, $1.00
par value per share.
The Preferred Stock may be divided into and issued in one or more
series, and the relative rights and preferences of shares of Preferred Stock
may vary in any respect between series. The Board of Directors is hereby
vested with authority from time to time by adoption of a resolution or
resolutions of such Board to establish series of unissued shares of Preferred
Stock and to fix and determine the relative rights and preferences of any
series so established and designated, to the fullest extent permitted by the
Texas Business Corporation Act, as now or hereafter in force, and to increase
or decrease the number of shares within each such series; provided, however,
that the Board of Directors may not decrease the number of shares within a
series below the number of shares within such series that is then issued.
No shareholder of the corporation shall have the right of cumulative
voting at any election of directors or upon any other matter.
No shareholder of securities of the corporation shall be entitled as a
matter of right, pre-emptive or otherwise, to subscribe for or purchase any
securities of the corporation now or hereafter authorized to be issued, or
securities held in the treasury of the corporation, whether issued or sold for
cash or other consideration or as a dividend or otherwise. Any such securities
may be issued or disposed of by the Board of Directors to such persons and on
such terms as in its discretion it shall deem advisable.
<PAGE> 2
ARTICLE V.
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of not less than One
Thousand Dollars ($1,000), consisting of money, labor done or property actually
received.
ARTICLE VI.
The street address of the corporation's registered office is 7433
Harwin, Houston, Texas 77036-2015, and the name of its registered agent at
such address is Stephen J. Chapko.
ARTICLE VII.
The number of directors constituting the current Board of Directors is
five (5), and the names and addresses of the persons who are to serve as
directors until the next annual meeting of the shareholders or until their
successors are elected and qualified are:
Name Address
---- -------
Morrie K. Abramson 7433 Harwin
Houston, Texas 77036-2015
Max S. Levit 7433 Harwin
Houston, Texas 77036-2015
David Siegel 7433 Harwin
Houston, Texas 77036-2015
Richard C. Webb 7433 Harwin
Houston, Texas 77036-2015
Alvin L. Zimmerman 7433 Harwin
Houston, Texas 77036-2015
The Board of Directors shall have the power to alter, amend, or repeal
the by-laws of the corporation or to adopt new by-laws.
ARTICLE VIII.
The names and addresses of each incorporator have been omitted in
accordance with Article 4.07 of the Texas Business Corporation Act.
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<PAGE> 3
ARTICLE IX.
(A) The affirmative vote of the holders of eighty percent (80%) of
all shares of stock of the corporation entitled to vote in elections of
directors, considered for the purposes of this Article IX as one class, shall
be required for the adoption or authorization of a Business Combination (as
hereinafter defined) with or involving any Interested Shareholder (as
hereinafter defined); provided that such eighty percent (80%) voting
requirement shall not be applicable if each of the following conditions is
satisfied:
(1) The cash, or fair market value of other consideration,
to be received per share by holders of shares of any class of capital
stock of the corporation in such Business Combination bears the same
or a greater percentage relationship to the market price of such
shares of capital stock immediately prior to the announcement of the
Business Combination as the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) which such
Interested Shareholder has, within the two-year period prior to the
date such person became an Interested Shareholder, paid for any of
such shares of capital stock bears to the market price of such shares
of capital stock immediately prior to the commencement of acquisition
of such shares of capital stock by the Interested Shareholder.
(2) The cash, or fair market value of other consideration,
to be received per share by holders of shares of any class of capital
stock of the corporation in such Business Combination is not less than
the highest per share price (including brokerage commissions and/or
soliciting dealers' fees) paid, within the two- year period prior to
the date such person became an Interested Shareholder, by such
Interested Shareholder in acquiring any of its holdings of such shares
of capital stock.
(3) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the Interested Shareholder has
previously paid for shares of such class of Voting Stock. If the
Interested Shareholder has paid for the shares of any class of Voting
Stock with varying forms of consideration, the form of consideration
for such class of Voting Stock shall be either cash or the form used
to acquire the largest number of shares of such class of Voting Stock
previously acquired by it.
(4) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination: (a) except as approved by a majority of the total number
of Continuing Directors, there shall have been no failure to declare
and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) on the outstanding preferred stock of the
corporation; (b) there shall have been (i) no reduction in the annual
rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by a
majority of the total number of Continuing Directors, and (ii) an
increase in such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock
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<PAGE> 4
split), recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding shares of
the Common Stock, unless the failure so to increase such annual rate
is approved by a majority of the total number of Continuing Directors;
and (c) such Interested Shareholder shall have not become the
Beneficial Owner of any additional shares of Voting Stock except as
part of the transaction which results in such Interested Shareholder
becoming an Interested Shareholder.
(5) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not have
received the benefit, directly or indirectly (except proportionately
as a shareholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax advantages
provided by the corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(6) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to shareholders of the corporation at
least 30 days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
(7) The holders of all outstanding shares of Voting Stock
not Beneficially Owned by the Interested Shareholder prior to the
consummation of any Business Combination shall be entitled to receive
in such Business Combination cash or other consideration for their
shares of such Voting Stock in compliance with paragraphs (1), (2) and
(3) of this Section A (provided, however, that the failure of any such
holders who are exercising their statutory rights to dissent from such
Business Combination and receive payment of their fair value of their
shares to exchange their shares in such Business Combination shall not
be deemed to have prevented the condition set forth in this paragraph
(A)(7) from being satisfied).
For purposes of determining whether the price requirements set forth
in paragraphs (1) and (2) above have been satisfied, the highest per share
price paid by the Interested Shareholder in acquiring its holdings and the
market price of shares of the corporation's capital stock prior to the
commencement of acquisition of such shares by the Interested Shareholder shall
be subject to appropriate adjustments for any intervening capital changes,
including without limitation stock splits, stock dividends and reverse stock
splits.
(B) The following definitions shall be applicable to this Article
IX:
(1) Affiliate. An "Affiliate" of, or a person "affiliated"
with, a specified person, means a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
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<PAGE> 5
(2) Associate. The term "Associate," used to indicate a
relationship with any person, means (a) any corporation or
organization (other than this corporation or a Subsidiary) of which
such person is an officer, director or partner or is, directly or
indirectly, the Beneficial Owner of ten percent (10%) or more of any
class of equity securities, (b) any trust or other estate in which
such person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, (c) any
relative or spouse of such person, or any relative of such spouse, or
(d) any investment company registered under the Investment Company Act
of 1940 which such person or any Affiliate of such person serves as
investment adviser.
(3) Beneficial Owner. A person shall be considered the
Beneficial Owner of any shares of stock or other equity securities
(whether or not owned of record) (a) with respect to which such person
or any Affiliate or Associate of such person, directly or indirectly,
has or shares (i) voting power, including the power to vote or to
direct the voting of such shares of stock or other equity securities
and/or (ii) investment power, including the power to dispose of or to
direct the disposition of such shares of stock or other equity
securities; (b) which such person or any Affiliate or Associate of
such person has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
and/or (ii) the right to vote pursuant to any agreement, arrangement
or understanding (whether such right is exercisable immediately or
only after the passage of time); or (c) which are Beneficially Owned
within the meaning of clause (a) or (b) of this subsection (B)(3) by
any other person with which such first mentioned person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding, written or oral, with respect to acquiring, holding,
voting or disposing of any shares of stock or other equity securities
of the issuer thereof or acquiring, holding or disposing of all or
substantially all of the assets or business of such issuer.
(4) Business Combination. The term "Business Combination"
means: (a) any merger or consolidation of the corporation or any
Subsidiary with any Interested Shareholder; (b) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition (in one
transaction or in a series of related transactions) of all or any
substantial part of the consolidated assets of the corporation and its
Subsidiaries to any Interested Shareholder; (c) the adoption of any
plan or proposal for the liquidation or dissolution of the corporation
proposed by or on behalf of any Interested Shareholder; (d) the
issuance, pledge or transfer by the corporation or any Subsidiary of
any securities of the corporation or a Subsidiary to an Interested
Shareholder; (e) any reclassification of securities, recapitalization,
merger with a Subsidiary or other transaction which has the direct or
indirect effect of increasing an Interested Shareholder's
proportionate share of the outstanding equity securities of any class
of the corporation; and (f) any agreement, contract or arrangement to
effect any of the foregoing transactions; provided, however, that
clauses (d) and (e) of this subsection (B)(4) shall not include within
the definition of the term "Business Combination" any issuances of
securities of the
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<PAGE> 6
corporation (i) upon the exercise of any warrants, options or rights
granted by the corporation and outstanding prior to May 15, 1987 or
(ii) upon the conversion of any convertible securities of the
corporation, or the exercise of any warrants, options or rights,
issued by the corporation subsequent to May 15, 1987, provided that
the issuance of such convertible securities, warrants, options or
rights has been approved by a resolution adopted by the Board of
Directors, and that affirmative votes for such resolution shall have
been cast by at least a majority of the Continuing Directors then in
office or (iii) pursuant to any employee stock option plan or other
employee benefit plan of the corporation as such plan (a) is in
existence on May 15, 1987, or (b) may thereafter be established or
amended if such establishment or amendment has been approved by a
resolution adopted by the Board of Directors; provided that
affirmative votes for such resolution shall have been cast by at least
a majority of the Continuing Directors then in office. As used in
this subsection (B)(4), the term "substantial part of the consolidated
assets of the corporation and its Subsidiaries" shall mean assets
having a book value in excess of 20% of the total consolidated assets
of the corporation and its Subsidiaries reflected on the most recent
fiscal year-end balance sheet of the corporation at the time such
determination is made.
(5) Continuing Director. The term "Continuing Director"
means any member of the Board of Directors of the corporation who held
the office of director on May 15, 1987 or who thereafter was elected a
director either (i) by a resolution adopted by the Board of Directors,
provided that affirmative votes for such resolution shall have been
cast by at least a majority of the Continuing Directors then in
office, or (ii) by a vote of the stockholders of the corporation after
his or her nomination as a director was recommended for submission to
the stockholders of the corporation by a resolution adopted by the
Board of Directors, provided that affirmative votes for such
resolution shall have been cast by at least a majority of the
Continuing Directors then in office.
(6) Date of Determination. The term "Date of
Determination" means (a) the date on which a binding agreement (except
for the fulfillment of conditions precedent including, without
limitation, votes of stockholders to approve such transaction) is
entered into by the corporation, as authorized by its Board of
Directors, and another person providing for any Business Combination;
(b) if such an agreement referred to in clause (a) is amended so as to
make it less favorable to the corporation and/or its stockholders, the
date on which such amendment is approved by the Board of Directors of
the corporation; or (c) in cases where neither clauses (a) nor (b)
shall be applicable, the record date for the determination of
stockholders of the corporation entitled to notice of and to vote upon
the transaction in question.
(7) Equity Security. The term "equity security" means any
stock or similar security; or any security convertible, with or
without consideration, into such a security, or carrying any warrant
or right to subscribe for or purchase such a security; or any such
warrant or right; or any other security which is of similar nature.
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<PAGE> 7
(8) Interested Shareholder. The term "Interested
Shareholder" means (i) any person, and any Affiliate or Associate of
such person, who is the Beneficial Owner as of the Date of
Determination or immediately prior to the consummation of a Business
Combination, or both, of ten percent (10%) or more of the Voting
Stock, (ii) any person, and any Affiliate or Associate of such person,
who at any time within two years preceding the Date of Determination
or the consummation of a Business Combination was the Beneficial Owner
of ten percent (10%) or more of the Voting Stock, and (iii) any
person, and any Affiliate or Associate of such person, who is an
assignee of or who has otherwise succeeded to any shares of Voting
Stock which were at any time within two years preceding the Date of
Determination or the consummation of a Business Combination
Beneficially Owned by an Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of such term in the Securities Act of 1933, as amended; but
such term shall not include the corporation, any Subsidiary, any
employee benefit plan of the corporation, or the trustees of any such
plan.
(9) Person. The term "person" shall mean any individual,
partnership, corporation, group or other entity, and when two or more
persons act as a partnership, limited partnership, syndicate,
association or other group for the purpose of acquiring, holding,
voting or disposing of shares of stock, such partnership, syndicate,
association or group shall be deemed a "person."
(10) Subsidiary. The term "Subsidiary" shall mean any
corporation or other business organization of which a majority of the
equity securities of each class is owned, directly or indirectly, by
the corporation; provided, however, that as used in subsection (B)(4)
of this Article IX, the term "Subsidiary" shall mean any such entity
of which a majority of the equity securities of any class is owned,
directly or indirectly, by the corporation.
(11) Voting Stock. The term "Voting Stock" shall mean all
outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors, and each reference to a
proportion of shares of Voting Stock in this Article IX of these
Articles of Incorporation shall refer to such proportion of votes
entitled to be cast by such shares.
(C) A majority of the Continuing Directors shall have the power
and duty to determine for the purposes of this Article IX on the basis of
information known to them (i) whether any person is an "Interested
Shareholder," (ii) whether any person is an "Affiliate" or "Associate" of
another, (iii) the Date of Determination as to any transaction in question, or
(iv) whether the highest per share price paid by an Interested Shareholder in
acquiring its holdings and the market price of shares of the corporation's
capital stock prior to the commencement of acquisition of such shares by such
Interested Shareholder require any adjustments for intervening capital changes
for purposes of subsections (A)(1) and (2), and if so, the amount of such
adjustments.
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<PAGE> 8
(D) No amendments to the Articles of Incorporation of the
corporation shall amend, alter, change or repeal any of the provisions of this
Article IX, unless the amendment effecting such amendment, alteration, change
or repeal shall receive the affirmative vote or consent of the holders of
eighty percent (80%) of all shares of stock of the corporation entitled to vote
at a meeting of stockholders held for the purpose of voting on such amendment,
alteration, change or repeal, considered for the purposes of this Article IX as
one class; provided that this paragraph (D) shall not apply to, and such eighty
percent (80%) vote shall not be required for any amendment, alteration, change
or repeal recommended to the stockholders pursuant to a resolution of the Board
of Directors of the corporation approved by a majority of the Continuing
Directors.
(E) Nothing contained in this Article IX shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
(F) The provisions of this Article IX shall not apply to any
transaction described in paragraph (A) of this Article IX:
(1) If the Board of Directors of the corporation shall have
approved by resolution a memorandum of understanding with the other
corporation, person or entity with whom the transaction is proposed
prior to the time that such other corporation, person or entity shall
have become an Interested Shareholder;
(2) If the transaction is approved prior to its
consummation by a resolution adopted by at least a majority of the
Continuing Directors; or
(3) If the transaction involves only the corporation, or
any of its Subsidiaries, and another corporation of which a majority
of the outstanding shares of each class of capital stock entitled to
vote in elections of directors is owned of record or beneficially by
the corporation or any of its Subsidiaries; provided, that such
transaction does not directly or indirectly result in (a) increasing
an Interested Shareholder's proportionate share of Beneficial
Ownership of the equity securities of any class of the corporation or
any Subsidiary; (b) the corporation's merger with any Subsidiary under
circumstances in which the corporation is not the surviving entity; or
(c) the sale of assets of the corporation to a Subsidiary that is not
wholly owned by the corporation.
(G) Whenever any provision of this Article IX contains any
condition regarding the approval of a majority of Continuing Directors, such
condition cannot be satisfied and is inapplicable at any time no Continuing
Director is in office.
(H) This Article IX will terminate and be of no further effect if
the corporation does not, prior to September 30, 1987, complete a public
offering of its Common Stock (in addition to the corporation's June 1986
initial public offering) in respect of which the total offering price to the
public (without deduction for underwriting discounts or commissions or other
expenses
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<PAGE> 9
of the offering) of such Common Stock sold by the corporation equals at least
$3,750,000 and such price per share is at least $5.00.
ARTICLE X.
A director of the corporation shall not be liable to the corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article X does not
eliminate or limit the liability of a director for:
(1) a breach of a director's duty of loyalty to the corporation or
its shareholders;
(2) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office;
(4) an act or omission for which the liability of a director is
expressly provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment of a
dividend.
If the Texas Miscellaneous Corporation Laws Act or other applicable
law is amended after approval by the shareholders of this Article X to
authorize further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Texas Miscellaneous Corporation
Laws Act or other applicable law, as so amended.
No amendment to or repeal of this Article X shall apply to or have any
effect on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring prior
to such amendment or repeal.
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<PAGE> 1
EXHIBIT 5.0
January 23, 1997
Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036
Gentlemen:
We have acted as counsel for Kent Electronics Corporation, a Texas
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of the offering and sale by certain shareholders of the
Company (the "Selling Shareholders") of 2,033,939 shares of the Company's
common stock, no par value ("Common Stock").
In rendering this opinion, we have examined the corporate records of the
Company, including its amended and restated articles of incorporation, amended
and restated bylaws and minutes of meetings of its directors and shareholders.
We have also examined the Registration Statement, together with the exhibits
thereto, and such other documents as we have deemed necessary for the purposes
of expressing the opinions contained herein. With respect to certain factual
matters we have relied on statements of officers of the Company.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be offered and sold by the Selling Shareholders are duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.0 to the Registration Statement and to the use
of our name in the Prospectus forming a part of the Registration Statement
under the caption "Legal Matters." 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
<PAGE> 1
EXHIBIT 23.0
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated May 6, 1996, accompanying the
consolidated financial statements and schedule of Kent Electronics Corporation
and Subsidiaries appearing in the Annual Report on Form 10-K for the year ended
March 30, 1996, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports, and to the use of our name as it
appears under the caption "Experts".
GRANT THORNTON LLP
Houston, Texas
January 23, 1997
