As filed with the Securities and Exchange Commission on June 3,
1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 North Royal Atlanta Drive
Tucker, Georgia 30085
(770) 491-8962
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
LARRY G. AYERS
Vice President-Finance, Chief Financial Officer,
Secretary and Treasurer
Southern Electronics Corporation
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
(770) 491-8962
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of Communications to:
LEONARD A. SILVERSTEIN, ESQ.
Long, Aldridge & Norman, LLP
One Peachtree Center, Suite 5300
303 Peachtree Street
Atlanta, Georgia 30308-3201
(404) 527-4000
Approximate date of commencement of proposed sale to the
public: From time to time after the 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 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.
<PAGE>ii
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of shares Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 2,594,534 $6.00 $15,567,204 $5,368
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and
registration fee are based upon the average of the high and
low prices of the Registrant's Common Stock as reported in
the consolidated reporting system on May 28, 1996.
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 this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
2,594,534 Shares
SOUTHERN ELECTRONICS CORPORATION
Common Stock
The 2,594,534 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of Southern
Electronics Corporation (the "Company") offered hereby are being
offered for the account of certain selling stockholders (the
"Selling Stockholders"). The Company will not receive any
proceeds from the sale of the Shares. See "Selling
Stockholders."
The Selling Stockholders may sell the Shares offered hereby
from time to time, with such sales to consist of transactions
effected through registered broker dealers on the Nasdaq National
Market or such other national securities exchange or automated
interdealer quotation system on which shares of the Company's
Common Stock are then listed at market prices prevailing at the
time of the sale. Such brokers or dealers may receive
compensation in the form of commissions or otherwise in such
amounts as may be negotiated by them. As of the date of this
Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or
dealers in connection therewith. The Company will bear the
expenses in connection with the registration of the Shares being
offered hereby, including the fees of counsel to the Company, and
the Selling Stockholders will bear the expenses in connection
with the sale of the Shares, including commissions, concessions
or discounts to brokers or dealers and fees and expenses of
counsel or other advisors to the Selling Stockholders. See
"Plan of Distribution." To the extent that any of the Shares
offered hereby remain unsold upon the termination of this
offering, it is anticipated that the Selling Stockholders will be
eligible to resell such Shares pursuant to Rule 144 ("Rule 144")
promulgated under the Securities Act of 1933, as amended (the
"1933 Act").
The Common Stock of the Company is listed on the Nasdaq
National Market under the trading symbol "SECX." On May 28,
1996, the last reported sale price of the Company's Common Stock
on the Nasdaq National Market was $6.00 per share.
The Common Stock offered hereby involves a high degree of
risk. See "Risk Factors" at page 2.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June __, 1996.
<PAGE>2
No person has been authorized in connection with this
offering to give any information or to make any representation
not contained or incorporated by reference in this Prospectus,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sales hereunder
shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent
to the date hereof or the dates as of which information is
otherwise set forth or incorporated by reference herein. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which
it relates or an offer to any person in any jurisdiction where
such offer or solicitation would be unlawful.
RISK FACTORS
Vendor Relations. Although the Company purchases goods from
more than 140 vendors, it has negotiated favorable terms from
certain manufacturers by purchasing a substantial portion of its
products from them. During fiscal 1995, the Company purchased
approximately 23% of its inventory from two vendors. The
Company's loss of either of these vendors could materially
adversely affect the Company. No other vendor accounted for more
than 10% of the Company's purchases in fiscal 1995. There can be
no assurance that the Company will be able to maintain its
existing vendor relationships or secure additional vendors as
needed.
Competition. The microcomputer and cellular telephone
distribution industries are intensely competitive and are
characterized by pricing pressures and, in some cases, short
product cycles. Distributors that compete with the Company
include national distributors, other regional distributors and
manufacturers' direct sales organizations, many of which have
substantially greater technical, financial and other resources
than the Company. The Company's ability to compete favorably is,
in large part, dependent upon its availability to control
inventory and other operating costs, react timely and
appropriately to short- and long- term trends and competitively
price its products while preventing erosion of its margins.
There is no assurance that the Company will be able to continue
to do so.
Control by Current Stockholders. The principal stockholders,
directors and officers of the Company beneficially own 3,009,046
shares of Common Stock, inclusive of stock options for 613,416
shares of Common Stock exercisable within 60 days of the date
hereof, which represent 37.9% of the issued and outstanding
shares of Common Stock of the Company.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares
offered hereby is contained in the Registration Statement on Form
S-3 (of which this Prospectus forms a part) and the exhibits
relating thereto (the "Form S-3 Registration Statement") filed by
the Company with the Securities and Exchange Commission (the
"Commission") under the 1933 Act. The Company is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements, information statements and other
information with the Commission. Such reports, proxy statements,
information statements and other information can be inspected and
copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information also may be inspected at the
offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
<PAGE>3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the 1934 Act hereby are incorporated
by reference into this Prospectus as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year
ended June 30, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995;
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(5) The Company's Current Report on Form 8-K dated December
15, 1995 and Amendment No. 1 to Form 8-K/A dated
February 26, 1996 amending the Company's Current Report
on Form 8-K dated December 15, 1995; and
(6) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A
(Registration No. 0-16345) as filed with the Commission
on October 28, 1991.
In addition, all reports and documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the
filing of such documents.
The Company will provide without charge to each person to
whom this Prospectus is delivered, at the request of such person,
a copy of any or all of the foregoing documents incorporated
herein by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
into the foregoing documents). The Company also will provide
without charge upon request a copy of the Company's latest Annual
Report to Stockholders. Requests should be directed to Larry G.
Ayers, Vice President-Finance, Chief Financial Officer, Secretary
and Treasurer, Southern Electronics Corporation, 4916 North Royal
Atlanta Drive, Tucker, Georgia 30085; Telephone No. (770)
491-8962.
<PAGE>4
THE COMPANY
General
The Company, through its wholly-owned operating subsidiary,
SED, is a distributor of microcomputers, computer peripheral
products and cellular telephone products. These products are
sold through a centralized telemarketing sales force to an
active, nonexclusive, nationwide customer base of over 9,000
value-added resellers ("VARs") and dealers of microcomputer
products located primarily in the Southeastern United States,
dealers and resellers located in Latin America and resellers of
cellular telephones located primarily in Southeastern and
South-Central United States. The Company's principal executive
offices are located at 4916 North Royal Atlanta Drive,
Tucker, Georgia 30085, and its telephone number is (770)
491-8962.
The Company distributes from its distribution facilities in
Tucker, Georgia and Miami, Florida computer-related products of
nationally recognized manufacturers such as AOC International
(USA) Ltd., Cyrix Corporation, Epson America, Inc.,
Hewlett-Packard Company, Maxtor Corporation, Panasonic
Communications & Systems Company and Seagate Technology, Inc.
The Company also distributes cellular telephone products from
these facilities and is a direct distributor of NEC America, Inc.
and an indirect distributor of other nationally recognized
cellular telephone product manufacturers such as Motorola
Cellular Subscriber Group, Nokia Mobile Phones and Toshiba
America Consumer Products, Inc.
The Company and SED were organized in June 1986 and acquired
substantially all of the assets of Southern Electronics
Distributors, Inc., a Georgia corporation (the "Predecessor"), on
July 2, 1986. The Company, through SED, is conducting the
business formerly operated by the Predecessor. The Predecessor
originally was engaged in the business of wholesale distribution
of consumer electronics products primarily to independent
retailers in small-to-medium-sized markets in the Southeastern
United States. In response to a perceived consolidation in the
retail consumer electronics market resulting from increased
competition, the Company began shifting its product mix by the
end of fiscal 1987 toward microcomputers and computer peripheral
products. The Company added sales of cellular telephone products
during fiscal 1988. The Company substantially completed its
strategic refocusing by the end of fiscal 1988.
SELLING STOCKHOLDERS
The Selling Stockholders are SED Associates, a Georgia
general partnership ("SED Associates"), ZS SED L.P., a Delaware
limited partnership ("ZS SED"), ZS Southern L.P., a Delaware
limited partnership ("ZS Southern"), David Steiner, Enrique
Dillon, Norberto Roman and Jorge E. Stein. Of the 2,594,534
Shares offered hereby (35.4% of the presently outstanding shares
of Common Stock as of May 15, 1996), 733,101 Shares, 843,623
Shares and 742,810 Shares beneficially are owned by and offered
for the accounts of SED Associates, ZS SED and ZS Southern,
respectively. In addition, 175,000 Shares beneficially are owned
by and offered for the account of David Steiner, 50,000 Shares
beneficially are owned by and offered for the account of Enrique
Dillon and 25,000 Shares each beneficially are owned by and
offered for the respective accounts of Messrs. Roman and Stein.
Prior to this offering, SED Associates, ZS SED and ZS Southern
owned of record 733,101, 843,623 and 742,810 shares of
Common Stock, respectively, and Messrs. Steiner, Dillon, Roman
and Stein owned of record 175,000, 50,000, 25,000 and 25,000
shares of Common Stock, respectively. If all of the Shares
offered by the Selling Stockholders are sold, none of the
preceding persons or entities will have beneficial ownership of
any shares of the Company's Common Stock.
SED Associates is a general partnership whose general
partners are Gerald Diamond, Mark Diamond, Trust FBO Julie
Diamond Paterson, and ZS Partners, a New York general partnership
of which Messrs. Michel Zaleski and Ned L. Sherwood are its
general partners. Messrs. Zaleski and Sherwood also serve as
general partners of ZS SED and ZS Southern. Gerald Diamond
serves as Chairman of the Board and Chief Executive Officer of
the Company and formerly served as the Company's President; Mr.
Zaleski serves as a director of the
<PAGE>5
Company and SED and formerly served as Vice President of the
Company and of SED; Mark Diamond serves as Executive Vice
President of the Company and of SED; and Mr. Sherwood formerly
served as a director of the Company and SED. Mark Diamond and
Julie Diamond Paterson are the son and daughter, respectively, of
Gerald Diamond.
SED Associates, ZS SED and ZS Southern purchased their
respective shares from the Company pursuant to a Subscription and
Stockholders Agreement dated July 2, 1986 (the "Stockholders
Agreement"). Pursuant to the terms of the SED Associates
Partnership Agreement, ZS Partners is entitled to 20% of the
income and gain recognized by SED Associates from the sale of
the Company's Common Stock owned of record by the partnership,
with the remaining 80% of the income and gain allocated to the
other partners of the partnership in proportion to the
number of shares of Common Stock deemed sold on that partner's
behalf. Gerald Diamond is the Managing Partner of SED Associates
and, as such, has sole voting and investment power with respect
to the Common Stock owned by SED Associates.
Mr. Steiner acquired his shares following the acquisition on
December 14, 1995 of substantially all of the assets of U.S.
Computer of North America, Inc., a Florida corporation (US
Computer"), of which Mr. Steiner was sole shareholder, by USC
Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company ("USC"). Pursuant to an Employment
Agreement executed December 14, 1995, between Steiner and USC,
Steiner joined USC as its Vice President-Hewlett-Packard Company
Exports, with responsibility for sales and marketing of
Hewlett-Packard Company products in Latin America. Steiner and
USC also executed a Non-Competition Agreement, dated December 14,
1995, under which Steiner agreed not to compete with USC, the
Company or their respective affiliates for a specified period
following the closing, other than as an employee of USC.
Messrs. Dillon, Roman and Stein (the "Dinorall
Stockholders") received their shares pursuant to an Assignment
Agreement dated as of December 14, 1995 (the "Option Agreement")
whereby the Dinorall Stockholders assigned to the Company, in
exchange, in part, for an aggregate of 100,000 shares of the
Company's Common Stock, an outstanding option to purchase all of
the issued and outstanding capital stock of US Computer from its
sole shareholder, David Steiner.
Pursuant to the Stockholders Agreement and the Option
Agreement and in connection with the offering of the Shares
hereunder, the Company has separately agreed to indemnify and
hold harmless SED Associates, ZS SED and ZS Southern and each of
their respective officers, directors and each person, if any, who
controls such entity within the meaning of the 1933 Act and the
Dinorall Stockholders (each an "Indemnified Party") against any
and all losses, claims, damages or liabilities (or actions in
respect thereof), joint or several, and certain expenses
(collectively, a "Loss" or "Losses") to which such Indemnified
Party may become subject, insofar as such Losses arise out of or
are based upon any untrue statement or alleged untrue statement
of a material fact made, or omission or alleged omission to state
a material fact required to be stated, or necessary to make the
statements in light of the circumstances in which made, not
misleading in the Form S-3 Registration Statement to which this
Prospectus forms a part, other than any untrue statement or
alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information
furnished by such Indemnified Party specifically for inclusion
herein and any distribution of the Shares in violation of the
plan of distribution as set forth below in the section captioned
"Plan of Distribution." Each of SED Associates, ZS SED, ZS
Southern and the Dinorall Stockholders have agreed to
indemnify and hold harmless the Company and its directors,
officers, agents and control persons to the same extent as
the foregoing indemnity by the Company but only with reference to
written information relating to them furnished specifically for
inclusion herein.
<PAGE>6
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Stockholders, the partners of ZS SED, SED Associates and ZS
Southern, or by any pledgees or donees of the foregoing, with
such sales to consist of transactions effected through registered
broker dealers on the Nasdaq National Market or such other
national securities exchange or automated interdealer quotation
system on which shares of Common Stock are then listed, at market
prices then prevailing. Brokers or dealers will receive
commissions, concessions or discounts from the Selling
Stockholders and/or the purchasers of the Shares in amounts to be
negotiated prior to the sale. In addition, any Shares covered by
this Prospectus that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus. To
the extent that any of the Shares offered hereby remain unsold
upon the termination of this offering, it is anticipated that the
Selling Stockholders will be eligible to resell such shares
pursuant to Rule 144.
The Selling Stockholders will bear all expenses in
connection with the sale of the Shares, including commissions,
concessions or discounts to brokers or dealers and fees and
expenses of counsel or other advisors to the Selling
Stockholders. The Company will bear the expenses in connection
with the registration of the Shares, including the fees of
counsel to the Company.
The Selling Stockholders and any broker or dealer who acts
in connection with the sale of the Shares hereunder may be deemed
to be "underwriters" within the meaning of Section 2(11) of the
1933 Act, and any compensation received by them and any profit on
any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed
upon for the Company by Long, Aldridge & Norman, LLP, Atlanta,
Georgia, special counsel to the Company.
EXPERTS
The Company's consolidated financial statements and the
financial statement schedule incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the
year ended June 30, 1995 and the financial statements of U.S.
Computer of North America, Inc. as of December 13, 1995 and for
the period January 1, 1995 through December 13, 1995,
incorporated in this prospectus by reference from the Company's
Current Report on Form 8-K, as amended on Form 8-K/A dated
February 26, 1996, have been audited by Deloitte & Touche, LLP,
independent auditors, as stated in their reports which are
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration
Fee $ 5,368
Nasdaq Additional Listing Fee 0
Accountants' Fees and Expenses 4,000
Legal Fees and Expenses 15,000
Printing and Engraving Expenses 3,000
Blue Sky Fees and Expenses 2,500
Miscellaneous Expenses 10,132
Total Expenses $40,000
The foregoing amounts, except for the Securities and
Exchange Commission Registration Fee and the Nasdaq Additional
Listing Fee, are estimated. The Company has agreed to pay all of
the above expenses. The Selling Stockholders have agreed to pay
all broker or dealer fees, discounts and expenses, and all
transfer and other taxes on the sale of the Shares.
<PAGE>II-2
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware Corporation to
indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action,
suit or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was
illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation in the performance of
his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
In accordance with Delaware Law, the Certificate of
Incorporation of the Company (listed as Exhibit 4(a) to
this Registration Statement) contains a provision to limit the
personal liability of the directors of the Company for
violations of their fiduciary duty to the fullest extent
permitted by Delaware law.
Article XI of the Amended and Restated By-laws of the
Company provides for indemnification of the officers
and directors of the Company to the fullest extent permitted by
Delaware Law.
<PAGE>II-3
Item 16. Exhibits
<TABLE>
Document with which Designation of
Exhibit was previously such Exhibit in
Exhibit No. Description filed with Commission that Document
<S> <C> <C> <C>
2(a) Agreement and Plan of Reorganiza- Current Report on Form 8-K 2
tion dated December 14, 1995 by for event occurring on
and among USC Acquisition December 14, 1995
Corporation, U.S. Computer of
North America, Inc. and David
Steiner
4(a) Certificate of Incorporation, as Annual Report on Form 10-K 3.1
amended, of the Company for the year ended June 30, 1995
4(b) Amended and Restated By-laws Registration Statement on Form 3.2
of the Company S-1, filed September 5, 1986
(Reg. No. 33-8494)
5 Opinion of Long, Aldridge &
Norman, LLP
10(a) Assignment Agreement dated
December 14, 1995 by and among
SEC, Enrique Dillon, Norberto
Roman and Jorge E. Stein
10(b) Subscription and Stockholders Registration Statement on Form 9.1
Agreement dated July 2, 1986 by S-1, filed September 5, 1986
and among SED Holding Company, (Reg. No. 33-8494)
Inc., ZS SED L.P., ZS Southern
L.P. and SED Associates
23(a) Consent of Deloitte & Touche LLP
regarding Southern Electronics
Corporation
23(b) Consent of Long, Aldridge &
Norman, LLP (included in its
opinion filed as Exhibit 5)
24 Powers of Attorney. See signature
page to this Registration Statement.
</TABLE>
<PAGE>II-4
Item 17. Undertakings
A. Rule 415 Offering.
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
"1933 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 the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission (the "Commission") by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the 1933 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. Subsequent Documents Incorporated by Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 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. Indemnification of Officers, Directors and Controlling
Persons.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.
<PAGE>II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Tucker, State of Georgia, as of May 31, 1996.
SOUTHERN ELECTRONICS CORPORATION
By: /s/ Gerald Diamond
Gerald Diamond
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints GERALD DIAMOND
and RAY D. RISNER, 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 and 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
either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated as of May 31, 1996.
Signatures Title
/s/ Gerald Diamond Chairman of the Board, Chief Executive
Gerald Diamond Officer and Director (Principal
Executive Officer)
/s/ Larry G. Ayers Vice President-Finance, Chief
Larry G. Ayers Financial Officer, Secretary and
Treasurer (Principal Financial
and Accounting Officer)
/s/ Stewart I. Aaron* Director
Stewart I. Aaron
/s/ Ray D. Risner* Director
Ray D. Risner
/s/ Cary Rosenthal* Director
Cary Rosenthal
_____________________ Director
G. William Speer
/s/ Michel Zaleski* Director
Michel Zaleski
*By: /s/ Gerald Diamond
Gerald Diamond
as Attorney in Fact
<PAGE>II-6
INDEX OF EXHIBITS
<TABLE>
Document with which Designation of
Exhibit was previously such Exhibit in
Exhibit No. Description filed with Commission that Document
<S> <C> <C> <C>
2(a) Agreement and Plan of Reorganiza- Current Report on Form 8-K 2
tion dated December 14, 1995 for event occurring on
by and among USC Acquisition December 14, 1995
Corporation, U.S. Computer of
North America, Inc. and David
Steiner
4(a) Certificate of Incorporation Annual Report on Form 10-K 3.1
of the Company for the year ended June 30,
1995
4(b) Amended and Restated By-laws Registration Statement on 3.2
of the Company Form S-1, filed September 5,
1986 (Reg. No. 33-8494)
5 Opinion of Long, Aldridge &
Norman, LLP
10(a) Assignment Agreement dated
December 14, 1995 by and among
SEC, Enrique Dillon, Norberto
Roman and Jorge E. Stein
10(b) Subscription and Stockholders Registration Statement on Form 9.1
Agreement dated July 2, 1986 by S-1, filed September 5, 1986
and among SED Holding Company, (Reg. No. 33-8494)
Inc., ZS SED L.P., ZS Southern
L.P. and SED Associates
23(a) Consent of Deloitte & Touche LLP
regarding Southern Electronics
Corporation
23(b) Consent of Long, Aldridge &
Norman, LLP (included in
Exhibit 5)
24 Powers of Attorney. See signature
page to this Registration Statement.
<PAGE>
</TABLE>
LONG, ALDRIDGE & NORMAN, LLP
June 3, 1996
Southern Electronics Corporation
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
Re: Southern Electronics Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Southern Electronics
Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") and the filing thereof
with the Securities and Exchange Commission (the "Commission")
for the reoffer and resale of certain securities of the Company
owned of record by SED Associates, a Georgia general partnership,
ZS SED L.P., a Delaware limited partnership, ZS Southern L.P., a
Delaware limited partnership, and David Steiner, Enrique
Dillon, Norberto Roman and Jorge E. Stein (the "Selling
Stockholders"). Pursuant to the Registration Statement, the
Company intends to register under the Securities Act of 1933, as
amended, 2,594,534 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of the Company.
The opinion hereinafter set forth is given to the Company
pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation
S-K. The only opinion rendered by this firm consists of the
matter set forth in numbered paragraph (1) below (our "Opinion"),
and no opinion is implied or to be inferred beyond such matter.
Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this
letter.
In rendering our Opinion, we have examined such agreements,
documents, instruments and records as we deemed necessary or
appropriate under the circumstances for us to express our
Opinion, including without limitation, resolutions duly adopted
by consent action by the Board of Directors of the Company on May
8, 1996 authorizing and approving the preparation and filing of
the Registration Statement. In making all of our examinations,
we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the
original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any
persons or entities where due execution and delivery by such
persons or entities is a prerequisite to the effectiveness of
such documents.
<PAGE>
As to various factual matters that are material to our
Opinion, we have relied upon the factual statements set forth in
a certificate of an officer of the Company and a certificate of a
public official. We have not independently verified or
investigated, nor do we assume any responsibility for, the
factual accuracy or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state.
Because the Company is organized under, and the subject of our
Opinion therefore is governed by, the General Corporation Law of
the State of Delaware (the "Delaware Code"), we do not herein
express any opinion concerning any matter respecting or
affected by any laws other than the laws set forth in the
Delaware Code that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in
transactions such as those described in the Registration
Statement. The Opinion hereinafter set forth is based
upon pertinent laws and facts in existence as of the date hereof,
and we expressly disclaim any obligation to advise you of changes
to such pertinent laws or facts that hereafter may come to our
attention.
Based upon and subject to the foregoing, we are of the
Opinion that:
(1) the Shares are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to this firm
under the heading "Legal Matters" in the Prospectus forming a
part of the Registration Statement.
Very truly yours,
LONG, ALDRIDGE & NORMAN, LLP
ASSIGNMENT AGREEMENT
This Assignment Agreement (this "Agreement") is made and
entered into as of the 14th day of December, 1995, between
Southern Electronics Corporation, a Delaware corporation
("Assignee"), and Enrique Dillon, Norberto Roman and Jorge
Eduardo Stein, residents of the State of Florida (Dillon, Roman
and Stein are hereinafter referred to individually as an
"Assignor" and collectively as the "Assignors"), and Dinorall
Corporation, a Florida corporation ("Dinorall").
RECITALS
WHEREAS, David Steiner, a resident of the State of Florida
("Steiner"), U. S. Computer of North America, Inc., a Florida
corporation ("U.S. Computer"), and Dinorall have entered into
that certain Agreement dated as of May 2, 1995 by which Steiner
granted Dinorall an option to purchase all of the issued and
outstanding shares of U.S. Computer (the "Option Agreement");
WHEREAS, Dinorall has assigned the Option Agreement to
Assignors pursuant to an agreement dated December 14, 1995
("Dinorall Assignment");
WHEREAS, Steiner, U.S. Computer and USC Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary
of Assignee ("USC"), have entered into that certain Agreement and
Plan of Reorganization dated as of December 14, 1995 by which USC
shall exchange certain shares of the common stock of Assignee,
par value $.01 per share (the "SEC Stock"), for substantially all
of the assets of U.S. Computer;
WHEREAS, in order to consummate the acquisition of the
assets of U.S. Computer, Assignors desire to assign to Assignee
all of the Assignors' rights under the Option Agreement
and Assignee desires to accept such assignment and in
consideration therefor Assignee desires to pay certain sums and
transfer certain shares of SEC Stock to Assignors; and
WHEREAS, Steiner and U.S. Computer desire to consent to such
assignment;
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Assignors' Representations and Warranties. In order to
induce Assignee to acquire the Option Agreement, Assignors do
hereby represent and warrant, jointly and severally, as follows:
(a) Assignors own all right, title and interest in the
Option Agreement; the Option Agreement is free and clear of any
and all liens, restrictions, claims or other encumbrances
whatsoever; and Assignors have not assigned, transferred or
conveyed to any person or entity any interest in the Option
Agreement;
<PAGE>2
(b) Each of the Assignors has the right, power and
capacity to execute, deliver and perform the Dinorall Assignment
and this Agreement and to consummate the transactions
contemplated thereby and hereby. The Dinorall Assignment and
this Agreement each has been duly and validly executed and
delivered by each of the Assignors and constitutes each of the
Assignor's legal, valid and binding obligation, enforceable in
accordance with its terms, except as may be limited by
bankruptcy, insolvency or other laws generally affecting
creditors' rights. Execution and delivery of the Dinorall
Assignment and this Agreement by each of the Assignors, the
consummation by each of the Assignors of the transactions
contemplated therein and herein, and the performance of the
covenants and agreements set forth therein and herein will not,
with or without the giving of notice or the lapse of time, or
both, (i) violate, conflict with or result in a breach or default
under or cause the termination of any term of any material
mortgage, indenture, contract, license, permit, instrument, trust
document or other agreement, document or instrument to which any
of the Assignors is a party or by which any of the Assignors or
any of his respective properties may be bound; or (ii) violate
any provision of law, statute, rule, regulation, court order,
judgment or decree, or ruling of any governmental authority, to
which any of the Assignors is a party or by which any of the
Assignors or his properties may be bound.
(c) Dinorall has the right, power and authority to
execute, deliver and perform the Option Agreement, Dinorall
Assignment and this Agreement and to consummate the transactions
contemplated thereby and hereby. The execution, delivery and
performance of the Option Agreement, Dinorall Assignment and this
Agreement, and the consummation of the transactions contemplated
thereby and hereby, have been duly and validly authorized by all
necessary action, corporate or otherwise, on the part of
Dinorall. The Option Agreement, Dinorall Assignment and this
Agreement and each other document, agreement and instrument
executed by Dinorall in connection with the transactions
contemplated thereby and hereby has been duly and validly
executed and delivered by Dinorall and constitutes Dinorall's
legal, valid and binding obligation, enforceable in accordance
with their respective terms, except as may be limited by
bankruptcy, insolvency or other laws generally affecting
creditors' rights.
2. Assignment of Option. Assignors do hereby assign,
transfer and convey to Assignee all of Assignors' rights, titles
and interests in and to the Option Agreement, free and clear of
any and all liens, restrictions, claims or other encumbrances
whatsoever.
3. Transfer of Consideration. Assignee does hereby issue,
transfer and convey to Assignors One Hundred Thousand (100,000)
shares of SEC Stock, together with $400,000 payable by check of
Assignee, to be distributed in the following manner:
a. To Enrique Dillon, 50,000 shares of SEC Stock and
$200,000.
b. To Norberto Roman, 25,000 shares of SEC Stock and
$100,000.
c. To Jorge Eduardo Stein, 25,000 shares of SEC Stock and
$100,000.
<PAGE>3
4. Registration. (a) As soon as reasonably practicable
after the date hereof,Assignee shall file with the Securities and
Exchange Commission (the "Commission") a registration statement
(the "Registration Statement") relating to the offer and sale of
the SEC Stock held by each Assignor (collectively, the
"Registered Stock") on Form S-3 and thereafter use its best
efforts to have the Registration Statement declared effective
under the Securities Act of 1933, as amended (the "Securities
Act"). Assignee represents and warrants that it is able to use
Form S-3 to register the SEC Stock for the benefit of Assignors
under the Registration Statement and that it will not file a
registration statement for the sale of shares of common stock of
SEC for any other shareholder of SEC (other than pursuant to a
Form S-8 or Form S-4 or any similar form) prior to filing the
Registration Statement.
(b) Assignee shall use its best efforts to keep such
Registration Statement continuously effective in order to permit
the Prospectus forming part thereof to be usable by Assignors for
a period of not more than two years from the date it is declared
effective by the Commission or such shorter period that will
terminate when all the Registered Stock has been sold pursuant to
the Registration Statement.
(c) In connection with the Registration Statement, the
following provisions shall apply:
(i) Assignee shall furnish to each Assignor,
prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each
amendment or supplement, if any, to the Prospectus included
therein and shall use its reasonable efforts to reflect in each
such document, when so filed with the Commission, such comments
as they reasonably may propose.
(ii) (1) Assignee shall advise each Assignor:
(i) when a Registration Statement and any
amendment thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto
has become effective; and
(ii) of any request by the Commission for
amendments or supplements to the Registration Statement or the
Prospectus included therein or for additional information.
(2) Assignee shall advise each Assignor:
(i) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose;
<PAGE>4
(ii) of the receipt by Assignee of any
notification with respect to the suspension of the qualification
of the securities included therein for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose; and
(iii) of the happening of any event that
requires the making of any changes in the Registration Statement
or the Prospectus so that, as of such date, the statements
therein are not misleading in any material respect and do not
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (which
advice shall be accompanied by an instruction to suspend the use
of the Prospectus until the requisite changes have been
made).
(iii) Assignee shall use its reasonable best
efforts to obtain the withdrawal of any order suspending the
effectiveness of any Registration Statement at the earliest
possible time.
(iv) Assignee shall deliver to Assignors, without
charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Registration Statement
and any amendment or supplement thereto as they may reasonably
request; and Assignee consents only to the use of the definitive
Prospectus or any amendment or supplement thereto by each of
them in connection with the offering or sale of the securities
covered by the definitive Prospectus or any amendment or
supplement thereto.
(v) Assignee shall cooperate with Assignors to
facilitate the timely preparation and delivery of certificates
representing such Registered Stock to be sold pursuant to
the Registration Statement free of any restrictive legends and in
such denominations and registered in such names as each Assignor
may request prior to sales of securities pursuant to the
Registration Statement, with each Assignor bearing the costs of
all stock transfer or other taxes associated with the sale or
transfer of such shares.
(vi) Upon the occurrence of any event contemplated
by paragraph (c)(ii)(2)(iii) above, Assignee shall promptly
prepare a post-effective amendment to the Registration Statement
or an amendment or supplement to the related definitive
Prospectus or file any other required document so that, as
thereafter delivered to purchasers of the securities included
therein, the definitive Prospectus will not include an untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
(d) Assignee shall bear all expenses incurred in
connection with the performance of its obligations under Section
4 hereof. Notwithstanding the foregoing, Assignee will not pay,
and each Assignor, as the case may be, will pay any discounts,
commissions or concessions attributable to the sale of such
securities, and any fees and expenses of any advisors
to Assignors.
<PAGE>5
5. Indemnification and Contribution.
(a) In connection with the Registration Statement,
Assignee agrees to indemnify and hold harmless each Assignor
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or other Federal or state statutory
law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement as declared effective by the Securities
and Exchange Commission or in any amendment thereof, or the
definitive Prospectus contained therein, or in any amendment
thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein in light of the circumstances in which made, not
misleading, and agrees to reimburse each such indemnified party
for any legal expenses reasonably and actually incurred by them
in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
Assignee will not be liable in any case to the extent that any
such loss, claim, damage or liability arise out of or is based
upon any (i) untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to Assignee by or
on behalf of each Assignor specifically for inclusion therein;
and (ii) any distribution of the shares included in the
Registration Statement in violation of the plan of distribution
described therein; and provided, however, that Assignee shall not
be liable for reasonable fees of more than one legal counsel for
Assignors.
(b) Each Assignor jointly and severally agrees to
indemnify and hold harmless (i) Assignee, (ii) each of its
directors, (iii) each of its officers and (iv) each agent and
each person who controls Assignee within the meaning of either
the Securities Act or the Exchange Act to the same extent as the
foregoing indemnity from Assignee to each Assignor but only with
reference to written information relating to them furnished by
Assignee by or on behalf of Assignors specifically for inclusion
in the documents referred to in the foregoing indemnity.
(c) Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5,
notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party
will not relieve it from liability under paragraph (a) or (b)
above unless and to the extent the indemnifying party was not
prejudiced thereby. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party
in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for
the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below) provided,
however, that such counsel shall be reasonably satisfactory to
the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the
<PAGE>6
indemnified party in an action, the indemnified party shall have
the right to employ separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the
indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different form
or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall
authorize in writing the indemnified party to employ separate
counsel at the expense of the indemnifying party; provided
further, however, that in no event shall the indemnifying party
be responsible for the reasonable and actual fees and expenses of
more than one legal counsel for all indemnified parties. An
indemnifying party will not, without the prior written consent to
the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit
or proceeding.
(d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 5 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and
several obligation to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which such indemnified party may
be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the
Registration Statement which resulted in such Losses. If the
allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand,
and such indemnified party, on the other hand, in connection with
the statements or omissions or conduct or actions which resulted
in such Losses as well as any other relevant equitable
considerations. Relative fault shall be determined by reference
to whether any alleged untrue statement or omission relates to
information provided by or the conduct or actions of the
indemnifying party, on the one hand, or by the indemnified
party, on the other hand. The parties agree that it would not be
just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take
account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
<PAGE>7
(e) The provisions of this Section 5 will remain in
full force and effect, regardless of any investigation made by or
on behalf of any of Assignee or Assignors, and will survive the
sale by Assignors of securities covered by the Registration
Statement.
6. Validly Issued. When issued and delivered pursuant to
the terms of this Agreement, the SEC Stock will be duly
authorized, validly issued, fully paid and non-assessable.
The shares of SEC Stock to be issued hereunder have been, or will
be prior to the Registration Statement being declared effective
by the Securities and Exchange Commission, accepted for listing
on the NASDAQ National Market.
7. Notwithstanding anything herein to the contrary (i) the
Registration Statement will specify that Assignors' plan of
distribution will involve the sale of the Registered Stock only
through market transactions effected through registered broker
dealers on the National Association of Securities Dealers
Automated Quotations System or other exchange on which shares are
then listed at market prices prevailing at the time of the sale,
and (ii) Assignors acknowledge that the offering will not be
underwritten.
8. Nonsolicitation. Mr. Dillon, Mr. Roman, Mr. Stein and
Dinorall each hereby agree not to solicit the Hewlett-Packard
Company ("HP") to establish a direct distribution relationship
with HP for the distribution by Dinorall or any "Affiliate" of
Dinorall (as such term is defined herein) of HP's personal
computer or printer product lines for a period of six months from
the date hereof in the territory described on Exhibit A hereto.
For purposes of this Agreement:
"Person" means any individual, corporation, company,
partnership, limited partnership, joint venture, association or
other entity.
"Affiliate" means any Person that controls, is
controlled by or under common control with Dinorall.
9. Best Efforts; Further Assurances. The parties shall
use their best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary, proper or
advisable to consummate and make effective as promptly as
racticable the provisions contained herein and to cooperate with
each other in connection with the foregoing including the
execution and delivery of all such other documents, certificates,
agreements or instruments as may be necessary or desirable in
order to consummate or implement this Agreement.
10. Attorney's Fees and Costs. Except as provided in
Section 5 hereof, in the event that a dispute arises between the
parties hereto or any of them and suit is instituted, the
prevailing party in such litigation shall be entitled to recover
reasonable attorneys' fees and
<PAGE>8
other and expenses from the nonprevailing party, whether incurred
at the trial level or in any appellate proceeding.
11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
GEORGIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF
LAWS OR CHOICE OF LAW.
12. Binding Effect. This Agreement, and all the terms and
provisions hereof, shall be binding upon and shall inure to the
benefit of Assignors and Assignee and each of their respective
successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
ASSIGNORS:
Enrique Dillon
/s/ Enrique Dillon
Norberto Roman
/s/ Norberto Roman
Jorge Eduardo Stein
/s/ Jorge Eduardo Stein
ASSIGNEE:
Southern Electronics Corporation
By: /s/ Ray D. Risner
Ray D. Risner
President
[Signatures continued on the following page]
<PAGE>9
DINORALL:
Dinorall Corporation
By: /s/ Enrique Dillon
Enrique Dillon
President
<PAGE>10
CONSENT TO ASSIGNMENT
OF DINORALL OPTION
The undersigned, as parties to that certain Agreement dated
as of May 2, 1995 by which David Steiner, a resident of the State
of Florida and sole shareholder of U.S. Computer of North
America, Inc, a Florida corporation ("U.S. Computer"), granted
Dinorall Corporation, a Florida corporation ("Dinorall"), an
option to purchase all of the issued and outstanding shares of
U.S. Computer (the "Option"), hereby consent to the assignment of
such Option by Dinorall to Southern Electronics Corporation, a
Delaware corporation ("SEC"), pursuant to that certain Assignment
Agreement of even date herewith between Dinorall and SEC.
U. S. Computer of North America, Inc.
By: /s/ David Steiner
David Steiner
President
David Steiner
/s/ David Steiner (SEAL)
<PAGE>11
EXHIBIT A
Territory
"Territory" means all Latin America, including Paraguay,
except for Argentina, Brazil and Mexico.
Exhibit 23(a)
Consent of Deloitte & Touche LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Southern Electronics Corporation on Form S-3 of our
reports dated August 18, 1995, appearing in the Annual Report on
Form 10-K of Southern Electronics Corporation for the year ended
June 30, 1995 and our report dated February 12, 1996 appearing in
the Current Report on Amendment No. 1 to Form 8-K/A of Southern
Electronics Corporations dated February 26, 1996, and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
May 30, 1996
