As filed with the Securities and Exchange Commission on November 10, 1995
Registration No. ________
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 of (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
1991 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, $.01 250,000 $5.125(2) $1,281,250(2) $442.00
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 1991 Stock
Option Plan (the "1991 Plan"). The purpose of this filing is to register
250,000 additional shares approved for issuance under the 1991 Plan pursuant
to an amendment to such plan (including the aforementioned amendment, the
aggregate number of shares approved for issuance under the 1991 Plan is
870,000). 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 1991 Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (Registration
No. 33-55730) are hereby incorporated by reference. The changes contained in
this filing with respect to the aforementioned registration statement pertain
only to the number of shares registered under the 1991 Plan.
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
5 Opinion of counsel with respect to the securities
being registered.
10 Second Amendment to the 1991 Plan dated November
9, 1995.(1)
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 Appendix A to the Registrant's Proxy
Statement dated October 13, 1995 (File No. 0-16345).
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.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
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
22671176<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of counsel with respect to the securities
being registered.
10 Second Amendment to the 1991 Plan dated
November 9, 1995.(1)
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 Appendix A to the Registrant's Proxy
Statement dated October 13, 1995 (File No. 0-16345).
22671176
November 10, 1995
Southern Electronics Corporation
4916 North Royal Atlanta Drive
Tucker, Georgia 30084
Re: Registration Statement on Form S-8; 1991 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 to a Registration
Statement on Form S-8 (the "Registration Statement"), of an aggregate of
250,000 shares (the "Shares") of common stock, $.01 par value, of the Company
to be offered and sold by the Company pursuant to its 1991 Stock Option Plan
(the "1991 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 1991 Plan, and the documents to be issued upon
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 1991 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
22671180
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Southern Electronics Corporation on Amendment No. 1 to 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 30, 1995.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 9, 1995
