As filed with the Securities and Exchange Commission on November 10, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SOUTHERN ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2715444
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
4916 N. Royal Atlanta Drive
Tucker, Georgia 30084
(Address of principal executive offices and zip code)
SOUTHERN ELECTRONICS CORPORATION
1995 FORMULA STOCK OPTION PLAN
(Full titles of the plans)
Larry G. Ayers
Vice President - Finance,
Chief Financial Officer,
Secretary and Treasurer
Southern Electronics Corporation
4916 N. Royal Atlanta Drive
Tucker, Georgia 30084
(Name and address of agent for service)
(404) 491-8962
(Telephone number, including area code, of agent for service)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
[cover page continued]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common
Stock, $.01 200,000 $5.125(2) $1,025,000(2) $354.00
par value shares(1)
(1) Representing shares to be issued and sold by the Company upon the
exercise of options granted or to be granted under the Registrant's 1995
Formula Stock Option Plan (the "Formula Plan"). This Registration Statement
also covers such indeterminable number of additional shares as may become
issuable to prevent dilution in the event of stock splits, stock dividends or
similar transactions pursuant to the terms of the Formula Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given
to participants in the Formula Plan as required by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the year ended
June 30, 1995 (File No. 0-16345).
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 0-16345).
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") on Form 8-A (File
No. 0-16345).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in the registration statement
and to be a part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock registered hereby has been
passed upon by Powell, Goldstein, Frazer & Murphy, Sixteenth Floor,
191 Peachtree Street, Atlanta, Georgia 30303, counsel to the Registrant.
G. William Speer, a director of the Company, is also a partner of Powell,
Goldstein, Frazer & Murphy.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify its directors and officers
against civil and criminal liabilities. Directors and officers may be
indemnified against actual and reasonable expenses, judgments, fines and
amounts paid in settlement if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action, if they had no
reasonable cause to believe their conduct was unlawful. A director or
officer may be indemnified against actual and reasonable expenses incurred in
connection with a derivative suit if he or she acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.
Indemnification is required for expenses incurred by a director or officer
who is successful on the merits or otherwise in the proceeding in question.
This statutory indemnification is not exclusive of any rights provided by any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The Registrant's Bylaws require the Registrant to indemnify its
directors and officers to the fullest extent permitted and in the manner
required by the DGCL. In addition, the Registrant's Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, no
director of the Registrant will be liable to the Registrant or the
Registrant's stockholders for monetary damages for breaches of fiduciary duty
as a director.
The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities,
including liabilities under the Securities Act.
The Registrant has entered into a form of indemnification agreement
("Indemnification Agreement") with each of its officers and directors. The
Indemnification Agreement is intended to provide indemnification to the
fullest extent permitted by the DGCL and sets forth certain procedures to be
followed should an indemnification situation arise. The Indemnification
Agreement does not provide for indemnity where the indemnitee has other
indemnification or insurance coverage for the subject claim or if, with
respect to the matters giving rise to the claim, he or she (i) received an
improper personal benefit, (ii) violated paragraph 16(b) of the 1934 Act or
(iii) committed certain acts of dishonesty.
The Formula Plan provides that in addition to any other rights of
indemnification members of the committee administering the Formula Plan may
have, such members will be indemnified against reasonable expenses (including
attorneys' fees) actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they may be parties by reason of action taken or failure to
act under or in connection with the Formula Plan or any option granted
thereunder, and against all judgments and amounts paid in settlement in any
action, suit or proceeding except those in which the member is adjudged
liable for gross negligence or misconduct in the performance of his or her
duties; provided that within 60 days after institution of any action, suit or
proceeding, a committee member must in writing offer the Company the
opportunity, at its own expense, to handle and defend the same. The
indemnification rights afforded to committee members are also provided
generally to the directors of the Registrant.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K.
Exhibit
Number Description
4(a) Certificate of Incorporation of the Registrant, as
amended.(1)
4(b) Amended and Restated Bylaws of the Registrant.(2)
5 Opinion of counsel with respect to the securities
being registered.
10 1995 Formula Stock Option Plan, together with related
form of Non-Qualified Stock Option Agreement.(3)
24(a) Consent of counsel (included in Exhibit 5).
24(b) Consent of independent auditors.
25 Power of Attorney (see signature pages to this
Registration Statement).
__________________
(1) Incorporated by reference to Exhibit 3.1 of the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1995 (File No. 0-16345).
(2) Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 filed with the Commission on September 5,
1986 (Registration No. 33-8494).
(3) Incorporated by reference to Appendix A to the Registrant's Proxy
Statement dated October 13, 1995 (File No. 0-16345).
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;
(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 the registration
statement or any material change to such information in the 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 or Form S-8 and 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 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 Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(h) 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 foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such 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.
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 Atlanta, Georgia, on the 9th day of November,
1995.
SOUTHERN ELECTRONICS CORPORATION
By: /S/ LARRY G. AYERS
Larry G. Ayers
Vice President - Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald Diamond and Larry G. Ayers, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ GERALD DIAMOND Chairman of the Board, Chief November 9, 1995
Gerald Diamond Executive Officer and Director
(Principal Executive Officer)
/S/ LARRY G. AYERS Vice President - Finance, November 9, 1995
Larry G. Ayers Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/S/ STEWART I. AARON Director November 9, 1995
Stewart I. Aaron
/S/ RAY D. RISNER Director November 9, 1995
Ray D. Risner
/S/ CARY ROSENTHAL Director November 9, 1995
Cary Rosenthal
Director November 9, 1995
G. William Speer
/S/ MICHEL ZALESKI Director November 9, 1995
Michel Zaleski
22671179
EXHIBIT INDEX
Exhibit
Number Description Page
4(a) Certificate of Incorporation of
the Registrant, as amended.(1)
4(b) Amended and Restated Bylaws of
the Registrant.(2)
5 Opinion of counsel with respect
to the securities being
registered.
10 1995 Formula Stock Option Plan,
together with related form of
Non-Qualified Stock Option
Agreement.(3)
24(a) Consent of counsel (included in
Exhibit 5).
24(b) Consent of independent auditors.
25 Power of Attorney (see signature
pages to this Registration
Statement).
__________________
(1) Incorporated by reference to Exhibit 3.1 of the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1995 (File No. 0-16345).
(2) Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 filed with the Commission on September 5,
1986 (Registration No. 33-8494).
(3) Incorporated by reference to Appendix A to the Registrant's Proxy
Statement dated October 13, 1995 (File No. 0-16345).
22671179
November 10, 1995
Southern Electronics Corporation
4916 North Royal Atlanta Drive
Tucker, Georgia 30084
Re: Registration Statement on Form S-8; 1995 Formula Stock Option Plan
Gentlemen:
We have served as counsel for Southern Electronics Corporation, a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to a Registration
Statement on Form S-8 (the "Registration Statement"), of an aggregate of
200,000 shares (the "Shares") of common stock, $.01 par value, of the Company
to be offered and sold by the Company pursuant to its 1995 Formula Stock
Option Plan (the "Formula Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company, the adoption of the Formula Plan, and the authorization of the
grants of options to purchase the Shares as we have deemed necessary and
advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all certified, conformed or photostatic copies. As
to questions of fact material and relevant to our opinion, we have relied
upon certificates or representations of representatives of the Company and of
appropriate public officials.
We are admitted to practice in the State of Georgia, and we express no
opinion as to matters under or involving laws of any jurisdiction other than
the State of Georgia and its political subdivisions, the laws of the United
States of America, and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the exercise of options and payment therefor and upon the
issuance and delivery of the Shares as provided in the Formula
Plan and as contemplated in the Registration Statement, the Shares
will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY
22671182
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Southern Electronics Corporation on Form S-8 of our report dated August 18,
1995, appearing in the Annual Report on Form 10-K of Southern Electronics
Corporation for the year ended June 20, 1995.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 9, 1995
