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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
Registration No. 333 - ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENT ELECTRONICS CORPORATION
(Exact name of issuer as specified in its charter)
TEXAS 74-1763541
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 1998 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
(Full title of the plan)
STEPHEN J. CHAPKO
KENT ELECTRONICS CORPORATION
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Name and address of agent for service)
(281) 243-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed maximum Proposed
Title of securities to be Amount to be offering price maximum aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,500,000(3) $13.32 $19,974,607 $5,553
============================================================================================================
</TABLE>
(1) Represents the maximum number of shares of Common Stock of the Registrant
which could be purchased upon exercise of all stock options now outstanding
or which may hereafter be granted under the Amended and Restated 1998 Stock
Option Plan and the 1999 Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the option exercise prices of options to
acquire 703,070 shares of Common Stock which have been granted under the
Amended and Restated 1998 Stock Option Plan, 86,250 shares of Common Stock
which have been granted under the 1999 Stock Option Plan and the average of
the high and low prices reported on the New York Stock Exchange Composite
Tape on August 24, 1999.
(3) There are also registered hereunder 500,000 preferred stock purchase rights
associated with the shares of Common Stock being registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Kent Electronics Corporation (the
"Company"), are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended April 3, 1999;
(b) The description of the Company's Common Stock contained in a registration
statement on Form 8-A filed on May 20, 1986 under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(c) The description of the Preferred Stock Purchase Rights contained in a
registration statement on Form 8-A/A filed on September 18, 1998, under
Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
or is threatened to be made a named defendant by reason of his position as
director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as
director or officer, such conduct was in the corporation's best interests, or,
in all other cases, that such conduct was not opposed to the corporation's best
interests. In the case of any criminal proceeding, a director or officer may be
indemnified only if he had no reasonable cause to believe his conduct was
unlawful. If a director or officer is wholly successful, on the merits or
otherwise, in connection with such a proceeding, such indemnification is
mandatory.
1
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Section 6.10 of the Amended and Restated Bylaws of the Company provides for
indemnification of present and former officers and directors of the Company to
the maximum extent permissible under applicable provisions of the Texas Business
Corporation Act and expressly authorizes the Company to purchase insurance on
behalf of its directors, officers and employees. The Company has purchased a
directors and officers liability insurance policy which provides for insurance
of the directors and officers of the Company against certain liabilities they
may incur in their capacities as such.
In addition, Article X of Kent's Amended and Restated Articles of
Incorporation states as follows:
"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 of omissions of such director
occurring prior to such amendment or repeal."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
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ITEM 8. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
*4.1 Amended and Restated Articles of Incorporation of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-3 (Registration
No. 333-20265) filed with the Commission on January 23, 1997.
*4.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the Fiscal Year Ended
March 30, 1991.
*4.3 Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the Fiscal Quarter Ended September 26,
1998 (the "1999 Second Quarter Form 10-Q").
*4.4 Specimen stock certificate for the Common Stock of Kent
Electronics Corporation. Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-2 (Registration
No. 33-40066) filed with the Commission on April 19, 1991.
*4.5 Amended and Restated Rights Agreement dated as of September 3,
1998 between Kent Electronics Corporation and ChaseMellon
Shareholder Services, L.L.C. Incorporated by reference to
Exhibit 4 to the 1999 Second Quarter Form 10-Q.
5.1 Opinion and consent of Locke Liddell & Sapp LLP
23.1 Consent of Grant Thornton LLP
*99.1 Amended and Restated 1998 Stock Option Plan. Incorporated by
reference to Exhibit 10.34 to the Company's Annual Report on
Form 10-K for the Fiscal Year Ended April 3, 1999 (the "1999
Form 10-K").
*99.2 1999 Stock Option Plan. Incorporated by reference to Exhibit 10.35
to the 1999 Form 10-K.
____________________
* Incorporated by reference
3
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ITEM 9. UNDERTAKINGS.
(a) 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, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required or 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Act 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
4
<PAGE>
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, 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 Act and will be governed by the final adjudication of
such issue.
5
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, State of Texas, on this 31st day of
August, 1999.
KENT ELECTRONICS CORPORATION
By: /s/ Morrie K. Abramson
-----------------------------
Morrie K. Abramson
Chairman of the Board and
Chief Executive Officer
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 Executive August 31, 1999
- ------------------------- Officer and Director
Morrie K. Abramson (Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, Chief Financial August 31, 1999
- ------------------------- Officer, Treasurer and Secretary
Stephen J. Chapko (Principal Financial Officer)
/s/ David D. Johnson Vice President, Corporate Controller August 31, 1999
- ------------------------- (Principal Accounting Officer)
David D. Johnson
/s/ Max S. Levit Director August 31, 1999
- -------------------------
Max S. Levit
/s/ Larry D. Olson Director August 31, 1999
- -------------------------
Larry D. Olson
/s/ David Siegel Director August 31, 1999
- -------------------------
David Siegel
/s/ Richard C. Webb Director August 31, 1999
- -------------------------
Richard C. Webb
/s/ Alvin L. Zimmerman Director August 31, 1999
- -------------------------
Alvin L. Zimmerman
</TABLE>
6
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INDEX OF EXHIBITS
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Exhibit Document
- ------- --------
*4.1 Amended and Restated Articles of Incorporation of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 (Registration No. 333-20265) filed
with the Commission on January 23, 1997.
*4.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the Fiscal Year Ended
March 30, 1991.
*4.3 Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the Quarter Ended September 26, 1998 (the
"1999 Second Quarter Form 10-Q").
*4.4 Specimen stock certificate for the Common Stock of Kent Electronics
Corporation. Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-2 (Registration No. 33-40066) filed
with the Commission on April 19, 1991.
*4.5 Amended and Restated Rights Agreement dated as of September 3, 1998
between Kent Electronics Corporation and ChaseMellon Shareholder
Services, L.L.C. Incorporated by reference to Exhibit 4 to the 1999
Second Quarter Form 10-Q.
5.1 Opinion and consent of Locke Liddell & Sapp LLP
23.1 Consent of Grant Thornton LLP
*99.1 Amended and Restated 1998 Stock Option Plan. Incorporated by reference
to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the
Fiscal Year Ended April 3, 1999 (the "1999 Form 10-K").
*99.2 1999 Stock Option Plan. Incorporated by reference to Exhibit 10.35 to
the 1999 Form 10-K.
- --------------------------------------
* Incorporated by reference
7
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August 31, 1999 Exhibit 5.1
-----------
Kent Electronics Corporation
1111 Gillingham Lane
Sugar Land, Texas 77478
Ladies and Gentlemen:
We have acted as counsel to Kent Electronics Corporation, a Texas corporation
(the "Company"), in connection with the registration, pursuant to a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of the offering and sale to certain employees and directors
of the Company of up to 1,500,000 shares of the Company's Common Stock, no par
value (the "Common Stock"), which may be issued upon the exercise of certain
options granted under the Company's Amended and Restated 1998 Stock Option Plan
(the "1998 Plan") and the Company's 1999 Stock Option Plan (the "1999 Plan").
In rendering this opinion, we have examined certain corporate documents of the
Company, including its amended and restated articles of incorporation, its
amended and restated by-laws and resolutions adopted by its board of directors
and committees thereof. We have also examined the Registration Statement,
together with the exhibits thereto, and such other documents which we have
deemed necessary for the purposes of expressing the opinion contained herein.
We have relied upon representations and certificates of officers of the Company
and public officials with respect to certain facts material to this opinion. We
have made no independent investigation regarding such representations and
certificates.
Based upon the foregoing, we are of the opinion that, when the options granted
under the 1998 Plan and the 1999 Plan have been duly exercised in accordance
with their respective terms and the terms of the 1998 Plan or the 1999 Plan, as
applicable, the Common Stock issued thereupon will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the 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 Securities Act and the rules
and regulations thereunder.
Very truly yours,
/s/ LOCKE LIDDELL & SAPP LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated May 11, 1999, accompanying the consolidated
financial statements and schedule included in the Annual Report of Kent
Electronics Corporation and Subsidiaries on Form 10-K for the year ended April
3, 1999 which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned reports.
GRANT THORNTON LLP
Houston, Texas
August 31, 1999
