<PAGE>
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 1996 NON-EMPLOYEE DIRECTOR 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 100,000(3) $16.36 $1,636,300 $455
============================================================================================================
</TABLE>
(1) Represents the maximum number of additional 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
1996 Non-Employee Director 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 10,000 shares of Common Stock which have been granted under the
Amended and Restated 1996 Non-Employee Director 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 33,334 preferred stock purchase rights
associated with the shares of Common Stock being registered.
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-20367 relating to the 1996 Non-Employee Director Stock Option
Plan are incorporated herein by reference.
================================================================================
<PAGE>
EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction E
of Form S-8 to register additional shares of Common Stock in connection with the
Amended and Restated 1996 Non-Employee Director Stock Option Plan of Kent
Electronics Corporation.
----------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 1996 Non-Employee Director Stock Option Plan
_____________________
* Incorporated by reference
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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>
2
<PAGE>
EXHIBIT INDEX
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 1996 Non-Employee Director
Stock Option Plan
__________________
*Incorporated by reference
3
<PAGE>
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 non-employee directors of
the Company of up to 100,000 additional 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 1996 Non-Employee
Director Stock Option Plan (the "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 Plan have been duly exercised in accordance with their respective
terms and the terms of the Plan, 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
<PAGE>
Exhibit 99.1
------------
KENT ELECTRONICS CORPORATION
AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE V
---------
PURPOSE
Kent Electronics Corporation, a Texas corporation (the "Company"), is
dependent for the successful conduct of its business on the initiative, effort
and judgment of its directors. This Amended and Restated 1996 Non-Employee
Director Stock Option Plan (the "Plan") is intended to provide the independent
directors of the Company additional compensation for their service as directors
and an incentive, through options to acquire stock in the Company, to increase
the value of the Company's common stock, without par value ("Common Stock").
ARTICLE VI
----------
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company (the
"Board"). Subject to the express provisions of the Plan and the policies of
each stock exchange on which any of the Company's stock at any time may be
traded, the Board shall have plenary authority (i) to construe and interpret the
Plan, (ii) to define the terms used therein, (iii) to prescribe, amend and
rescind rules and regulations relating to the Plan, and (iv) to make all other
determinations necessary or advisable for the administration of the Plan. All
determinations and interpretations made by the Board shall be binding and
conclusive on all participants in the Plan and their legal representatives and
beneficiaries. No member of the Board shall be liable for any action, failure
to act, determination or interpretation made in good faith with respect to the
Plan or any transaction under the Plan.
ARTICLE VII
-----------
ELIGIBILITY AND PARTICIPATION
Under the Plan each director who is not a full-time employee of the Company or
any of its subsidiaries (each, a "Non-Employee Director") shall, effective as of
the date of his initial election to the Board, be granted a stock option to
purchase from the Company a certain number of shares of Common Stock to be
determined as follows: 7,500 shares if his initial election is at the Company's
annual meeting of shareholders or after the Company's annual meeting of
shareholders, but before the end of the Company's second fiscal quarter; 5,625
shares if his initial election is during the Company's third fiscal quarter;
3,750 shares if his initial election is during the Company's fourth fiscal
quarter; and 1,875 shares if his initial election is during the Company's first
fiscal quarter, but before the Company's annual meeting of shareholders. In
addition, each Non-Employee Director (i) shall, after his initial election to
the Board and effective as of the date of each annual meeting of shareholders
beginning with the Company's 1998 annual meeting of shareholders, be granted a
stock option to purchase from the Company 7,500 shares of Common Stock and (ii)
shall, effective as of September 3, 1997, be granted a stock option to purchase
from the Company 2,500 shares of Common Stock. All options to purchase Common
Stock granted under this Article III shall be at a price determined and set
forth in Article IV.
1
<PAGE>
ARTICLE VII
-----------
TERMS AND CONDITIONS OF STOCK OPTIONS;
STOCK OPTION PRICE; TRANSFERABILITY
(a) Each stock option granted under the Plan shall be evidenced by a Stock
Option Agreement (the "Agreement") in such form as may be hereafter approved by
the Board on the advice of counsel to the Company. The Agreement shall be
executed by the Company and the optionee. The sale of the shares issued on the
exercise of a stock option by any person subject to Section 16 of the 1934 Act
shall not be allowed until at least six months after the later of (i) the
approval of this Plan by the shareholders of the Company in accordance with
Article VIII hereof or (ii) the grant of the stock option. Such determination
for each stock option is to be made prior to or at the time that stock option is
granted. Each stock option granted hereunder shall expire if not exercised
within five years of the date of grant.
(b) The per share stock option price shall be an amount equal to the Fair
Market Value (as defined below) of the Common Stock on the date of grant of the
stock option. In no event shall the stock option price be less than the par
value of the Company's Common Stock.
(c) Except as set forth below, the stock options granted hereunder shall not
be transferable otherwise than by will or operation of the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended (the "Code"), or Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder. During the lifetime of the optionee, stock options granted
hereunder shall be exercisable only by the optionee, the optionee's guardian or
legal representative. In addition to non-transferable stock options, the Board
may grant stock options that are transferable, without payment of consideration,
to immediate family members of the optionee or to trusts or partnerships for
such family members; the Board may also amend outstanding stock options to
provide for such transferability.
(d) No stock option granted hereunder shall be exercisable unless the Plan and
all shares issuable on the exercise thereof have been registered under the
Securities Act of 1933, as amended (the "1933 Act") and all other applicable
securities laws, and there is available for delivery a prospectus meeting the
requirements of Section 10 of the 1933 Act, or the Company shall have first
received the opinion of its counsel that registration under the 1933 Act and all
other applicable securities laws is not required in connection with such
issuance. At the time of exercise, if the shares with respect to which the
stock option is being exercised have not been registered under the 1933 Act and
all other applicable securities laws, the Company may require the optionee to
provide the Company whatever written assurance counsel for the Company may
require that the shares are being acquired for investment and not with a view to
the distribution thereof, and that the shares will not be disposed of without
the written opinion of such counsel that registration under the 1933 Act and all
other applicable securities laws is not required. Share certificates issued to
the optionee upon exercise of the stock option shall bear a legend to the
foregoing effect to the extent counsel for the Company deems it advisable.
(e) For all purposes under the Plan, the Fair Market Value of a share of
Common Stock on a particular date, or on the most recent prior date on which
Common Stock was traded, shall be equal to the reported closing price per share
as reported by the New York Stock Exchange, Inc. or other principal exchange or
market on which the Common Stock is traded. In the event Common Stock is not
publicly traded at the time a determination of its value is required to be made
hereunder, the determination of its Fair Market Value shall be made by the Board
of Directors in such manner as it deems appropriate.
(f) A stock option shall lapse in the following situations:
2
<PAGE>
(1) If the directorship of a Non-Employee Director terminates for any
reason other than death, all unexercised stock options theretofore granted shall
expire ten days after the date of such termination of directorship, unless such
stock options shall have terminated earlier under the terms or under other
provisions of the Plan.
(2) If the directorship of a Non-Employee Director terminates by reason of
death, all unexercised stock options, if any, shall become immediately
exercisable and may be exercised until the expiration of one year from the date
of death of the Non-Employee Director or until the expiration of the term of the
stock option, whichever is earlier. Such stock option may be exercised by any
designated beneficiary of the Non-Employee Director, subject to all other
provisions of the Plan.
ARTICLE IX
----------
SHARES SUBJECT TO PLAN AND DURATION OF PLAN
The term of the Plan shall continue until the earlier to occur of (i) May 7,
2006, ten years from the effective date of the Plan as originally approved by
the shareholders of the Company, or (ii) the date on which there have been
granted to Non-Employee Directors pursuant to the Plan stock options to purchase
an aggregate of 200,000 shares of the Common Stock; provided, however, that all
outstanding stock options granted under the Plan shall continue to be governed
by the terms and conditions of the Plan. Shares subject to stock options under
the Plan may be either authorized and unissued shares or issued shares that have
been acquired by the Company and held in its treasury, in the sole discretion of
the Board. When stock options have been granted under the Plan and have lapsed
unexercised or partially unexercised or have been surrendered for cancellation
by the optionee thereof, the unexercised shares which were subject thereto may
be reoptioned under the Plan.
ARTICLE X
---------
ADJUSTMENTS
(a) Adjustments Upon Changes in Capitalization. Subject to any required
action by the Company's directors and shareholders, the number of shares
provided for in each outstanding stock option and the price per share thereof,
and the number of shares provided for in the Plan, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Company's Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock), a stock
split, a reverse stock split, or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company, and shall
also be proportionately adjusted in the event of a spin-off, spin-out, or other
distribution of assets to shareholders of the Company, to the extent necessary
to prevent dilution of the interests of grantees pursuant to the Plan or of the
other shareholders of the Company, as applicable. If the Company shall engage
in a merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Company's Common Stock, then a number of stock options proportionate to the
number of such involved shares), shall become exercisable for the securities and
other consideration to which a holder of the number of shares of the Company's
Common Stock subject to each such stock option would have been entitled to
receive in any such merger, consolidation, reorganization or recapitalization.
(b) If, while unexercised stock options remain outstanding under the Plan, (i)
the Company is merged into or consolidated with another corporation under
circumstances where the Company is not the surviving corporation or where the
Common Stock is converted into other securities, cash or other property in
connection with such merger or consolidation, (ii) the Company is recapitalized
in such a manner that shares of the Common Stock are converted into or exchanged
for other securities of the Company, (iii) the Company sells or otherwise
disposes of substantially all of its assets to another person, corporation or
entity, (iv) over 30% of the Common Stock of the Company is
3
<PAGE>
acquired by another person, corporation or entity in exchange for stock (or
stock and securities) of such corporation or (v) over 30% of the then
outstanding Common Stock is acquired in a single transaction or a series of
related transactions, then, unless the terms of the transaction described in
clauses (i), (ii), (iii), (iv) or (v) above provide that after the effective
date of such merger, consolidation, recapitalization, exchange, sale or
acquisition, as the case may be, each holder of an outstanding stock option
shall be entitled, upon exercise of such stock option to receive, in lieu of
shares of the Company's Common Stock, shares of such stock or other securities
of the Company or the surviving or acquiring corporation or such other property
at the same rate per share as the holders of shares of the Company's Common
Stock received pursuant to the terms of the merger, consolidation, exchange,
recapitalization, sale or acquisition, all outstanding stock options shall be
cancelled as of the effective date of any such merger, consolidation,
recapitalization, exchange, sale or acquisition. At least 30 days notice of such
cancellation shall be given to each holder of a stock option and each holder of
a stock option shall have the right to exercise such stock options in full
during a 30-day period preceding the effective date of such merger,
consolidation, recapitalization, exchange, sale or acquisition.
(c) Change of Par Value. In the event of a change in the Company's Common
Stock which is limited to a change of all of its authorized shares without par
value into the same number of shares with a par value, the shares resulting from
any such change shall be deemed to be Common Stock within the meaning of the
Plan.
(d) Miscellaneous. The adjustments provided for in this Article shall be made
by the Board whose determination in that respect shall be final, binding and
conclusive. Except as hereinbefore expressly provided in this Article, the
holder of a stock option shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock or other stock not actually issued
and delivered to the holder, and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect and no adjustment by reason thereof shall be made with respect to the
number or price of shares of the Company's Common Stock subject to any stock
option. The grant of a stock option pursuant to the Plan shall not affect in
any way the right or power of the Company to, among other things, make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve or liquidate or
sell or transfer all or any part of its business or assets.
ARTICLE XI
----------
POWER TO AMEND
The Board of Directors may amend, terminate or suspend this Plan at any time
and from time to time; provided, however, that the Plan shall not be amended
more than once every six months, other than to comport with changes in the Code,
ERISA, or the regulations thereunder, or the regulations thereunder. However,
no termination or amendment of the Plan may, without the consent of the holder
of any Option then outstanding, adversely affect the rights of such holder under
the Options.
ARTICLE XII
-----------
EFFECTIVE DATE; SHAREHOLDER APPROVAL
The Plan shall be effective as of September 3, 1997, the date on which it
received the unanimous approval of the Board. However, the Plan and all stock
options granted under the Plan shall be void if the Plan is not approved by the
shareholders within 12 months from the date the Plan is approved by the Board.
The Plan shall be deemed approved by the holders of the outstanding voting stock
of the Company by the affirmative votes of the holders of a majority of the
outstanding voting stock of the Company present, or represented, and entitled to
vote at a meeting of such shareholders duly held in accordance with the
applicable laws of the state or other jurisdiction in which the Company is
incorporated. No stock option granted under the Plan shall be exercisable in
whole or in part unless and until such shareholder approval is obtained.
4
