<PAGE>
As filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 333-______
================================================================================
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
of incorporation or organization) Identification No.)
4916 N. ROYAL ATLANTA DRIVE, TUCKER, GEORGIA 30085
(Address of principal executive offices, including zip code)
SOUTHERN ELECTRONICS CORPORATION
1991 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS
WITH NON-EMPLOYEE DIRECTORS
(Full title of the plans)
_______________
LARRY G. AYERS COPY TO:
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL
OFFICER, SECRETARY AND TREASURER
SOUTHERN ELECTRONICS CORPORATION LEONARD A. SILVERSTEIN, ESQ.
4916 N. ROYAL ATLANTA DRIVE LONG, ALDRIDGE & NORMAN, LLP
TUCKER, GEORGIA 30085 ONE PEACHTREE CENTER, SUITE 5300
(Name and address of agent for service) 303 PEACHTREE STREET
(770) 491-8962 ATLANTA, GEORGIA 30308
(Telephone number, including area code, (404) 527-4000
of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered (1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 126,921 $16.125 $2,046,601 $ 620.18
- -----------------------------------------------------------------------------------------------------------------------------------
75,000 9.00 675,000 204.55
- -----------------------------------------------------------------------------------------------------------------------------------
10,000 8.62 86,200 26.12
- -----------------------------------------------------------------------------------------------------------------------------------
224,000 7.50 1,680,000 509.09
- -----------------------------------------------------------------------------------------------------------------------------------
11,879 5.63 66,879 20.27
- -----------------------------------------------------------------------------------------------------------------------------------
3,000 10.75 32,250 9.77
- -----------------------------------------------------------------------------------------------------------------------------------
48,200 9.25 445,850 135.11
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 8.13 8,130 2.46
- -----------------------------------------------------------------------------------------------------------------------------------
26,000 6.00 156,000 47.27
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 526,000 $5,196,910 $1,574.82
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares of Common Stock being registered represent (i) 373,079 shares of
Common Stock which may be acquired pursuant to outstanding options under the
Southern Electronics Corporation 1991 Stock Option Plan (the "1991 Plan");
(ii) 126,921 shares of Common Stock which may be acquired pursuant to
options available for grant in the future under the 1991 Plan; and (iii)
26,000 shares of Common Stock which may be acquired pursuant to four non-
qualified stock option agreements between the Registrant and two of its non-
employee directors (collectively, the "Directors' Agreements"). An
undetermined number of additional shares may be issued, or the shares
registered hereunder may be combined into an undetermined lesser number of
shares, if the antidilution provisions of the 1991 Plan and/or the
Directors' Agreements become operative.
(2) The offering prices for the 373,079 shares subject to currently outstanding
options under the 1991 Plan and the 26,000 shares subject to outstanding
options under the Directors' Agreements are the applicable option exercise
prices for each currently outstanding option. The offering price of the
126,921 shares which may be acquired pursuant to options available for grant
in the future under the 1991 Plan is not presently determinable, is
estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee, and is based upon the average of the high
and low prices of the Registrant's Common Stock on September 2, 1997 as
quoted on the Nasdaq National Market.
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
<PAGE>
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 1991 Plan and the Directors' Agreements as required by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.
-------------------------------
<PAGE>
PROSPECTUS
SOUTHERN ELECTRONICS CORPORATION
1,680,000 SHARES
COMMON STOCK
-------------------------------
This Prospectus relates to reoffers and resales by certain affiliates (the
"Selling Stockholders") of Southern Electronics Corporation (the "Company") of
up to 1,680,000 shares of common stock, $.01 par value (the "Common Stock") of
the Company, issuable upon the exercise of stock options granted or to be
granted by the Company pursuant to the Company's 1991 Stock Option Plan (the
"1991 Plan"). The number of shares offered hereby may be adjusted as a result
of events such as stock splits, stock dividends or similar transactions pursuant
to the terms of the 1991 Plan.
The sale of the shares offered hereby may be effected from time to time in
transactions in the over-the-counter market or on negotiated transactions or
through a combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
The shares of Common Stock of the Company are listed on the Nasdaq National
Market under the trading symbol "SECX." On September 2, 1997, the last
reported sale price for the shares of Common Stock on the Nasdaq National Market
was $16.125 per share.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 September 5, 1997
-------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.................................................... __
GENERAL INFORMATION...................................................... __
SELLING STOCKHOLDERS..................................................... __
MANNER OF SALE........................................................... __
DOCUMENTS INCORPORATED BY REFERENCE...................................... __
EXPERTS.................................................................. __
LEGAL OPINION............................................................ __
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http:www.sec.gov.
Quotations relating to the Common Stock appear on the Nasdaq National Market.
Reports, proxy statements and other information concerning the Company also can
be inspected at the offices of the Nasdaq National Market, 1753 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus, which is a part of the
Registration Statement, does not contain all information set forth in, or
annexed as exhibits to, the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission. For
further information with respect to the Company and the shares of Common Stock
offered hereby, reference is hereby made to such Registration Statement,
including the exhibits thereto. Copies of such Registration Statement,
including exhibits, may be obtained from the aforementioned public reference
facilities of the Commission upon payment of the prescribed fees, or may be
examined without charge at such facility. Statements contained herein
concerning any document filed as an exhibit are not necessarily complete and, in
each instance, reference is made to the copy of such documents filed as an
exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such reference.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to: Larry G.
Ayers, Vice President-Finance, Southern Electronics Corporation, 4916 North
Royal Atlanta Drive, Tucker, Georgia 30085.
GENERAL INFORMATION
The Company is a Delaware corporation with its principal executive offices
located at 4916 North Royal Atlanta Drive, Tucker, Georgia 30085. Its telephone
number is (404) 491-8962.
The 1,680,000 shares of Common Stock offered hereby will be issued to
the Selling Stockholders by the Company upon the exercise of stock options
granted or to be granted pursuant to the Plan. Of such shares, 1,392,336 shares
are subject to stock options outstanding as of the date of this Prospectus.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth as of the date of this Prospectus the
name of each person eligible to use this Prospectus as Selling Stockholder, the
number of shares of Common Stock beneficially owned by such Selling Stockholder
prior to this offering, the number of shares that the Selling Stockholder is
eligible to reoffer and resell hereby and the number of shares of Common Stock
to be owned after the completion of the offering made hereby. According to
rules adopted by the Commission, one is a "beneficial owner" of securities if
one has or shares the power to vote or direct the voting of, or to direct the
disposition of, the securities. Except as otherwise noted, the indicated owners
have sole voting and investment power with respect to shares beneficially owned.
An asterisk (*) indicates beneficial ownership of less than 1% of the
outstanding shares of Common Stock of the Company. The business address of each
Selling Stockholder is 4916 North Royal Atlanta Drive, Tucker, Georgia 30085.
<TABLE>
<CAPTION>
Shares Owned Prior Shares Owned After
to Offering Completion of Offering
--------------------------------------- Number of Shares ------------------------
Name and Address Number Percent of Class Offered Hereby Number Percent of Class
- ------------------- ------------------ ------------------- ---------------------- ------ ----------------
<S> <C> <C> <C> <C> <C>
Gerald Diamond 520,578 (1) 6.7% 516,666 3,912 *
Ray D. Risner 47,333 (2) * 17,333 29,999 *
Larry G. Ayers 72,271 (3) 1.0 62,000 10,271 *
Mark Diamond 99,847 (4) 1.4 60,333 39,514 *
Jean Diamond 46,000 (5) * 46,000 0 *
Brian D. Paterson 24,520 (6) * 17,333 7,187 *
- --------------
</TABLE>
(1) The shares indicated include 516,666 shares subject to options granted
under the 1991 Plan which are exercisable within 60 days and 3,912 shares
held of record by Mr. Diamond as trustee for the benefit of his
grandchildren. The shares indicated do not include 46,000 shares subject
to options exercisable within 60 days by Jean Diamond, the wife of Mr.
Diamond, as to which he disclaims beneficial ownership. The shares
indicated also do not include the shares owned of record by SED Associates,
a general partnership of which Gerald Diamond is the managing partner. As
managing partner, Mr. Diamond has sole voting and investment power with
respect to the Common Stock owned by SED Associates. Therefore, Mr.
Diamond is deemed the indirect beneficial owner of the shares of Common
Stock owned of record by SED Associates.
(2) The shares indicated include 30,000 shares of restricted stock that will
vest on May 23, 1998, and 17,333 shares subject to options granted under
the 1991 Plan which are exercisable within 60 days.
(3) The shares indicated include 10,000 shares of restricted stock that will
vest on October 14, 1999, 62,000 shares subject to options granted under
the 1991 Plan which are exercisable within 60 days and 19 shares held by
Mr. Ayers immediate family members.
(4) The shares indicated include 10,000 shares of restricted stock that will
vest on October 14, 1999, 89,583 shares subject to options exercisable
within 60 days, 60,333 of which options were granted under the 1991 Plan,
and 132 shares held of record by Mr. Diamond as trustee of a trust for the
benefit of his sister, Julie Diamond Paterson.
(5) The shares indicated include 46,000 subject to options granted under the
1991 Plan which are exercisable in 60 days. The shares indicated do not
include 516,666 shares subject to options exercisable within 60 days by
Gerald Diamond, the husband of Jean Diamond and 3,912
2
<PAGE>
shares held of record by Mr. Diamond as trustee for the benefit of their
grandchildren, as to which Ms. Diamond disclaims beneficial ownership. The
shares indicated also do not include the shares owned of record by SED
Associates of which Mr. Diamond is deemed the indirect beneficial owner as
described in footnote (1).
(6) All of the shares indicated are subject to options exercisable within 60
days which were granted under the 1991 Plan.
The positions held by the Selling Stockholders with the Company and/or its
wholly-owned subsidiary SED International, Inc. ("SED International") during the
past three years are as follows:
GERALD DIAMOND. Mr. Diamond has been a director of the Company since 1980
and currently serves as Chairman of the Board and Chief Executive Officer of the
Company and SED International. He was elected President and Chairman of the
Board of the Company and SED International in June 1986 and has served in two or
more capacities as Chairman of the Board, Chief Executive Officer and President
of the Company and SED International from that time up until May 1995.
RAY D. RISNER. Mr. Risner has been a director of the Company since
November 1994 and has served as President and Chief Operating Officer of the
Company since May 1995. Mr. Risner served as Executive Vice President-
Administration from February 1995 to May 1995. He has served as President and
Chief Operating Officer of SED International since August 1995. Mr. Risner
served as Vice Chairman of RJM Group, Inc., a private investment advisory firm,
from 1989 to 1994.
LARRY G. AYERS. Mr. Ayers was elected Vice President-Finance, Secretary
and Treasurer of the Company in June 1986, Secretary in August 1986 and Chief
Financial Officer in November 1989. He was elected Vice President-Finance and
Treasurer of SED International in June 1986, Secretary in August 1986 and Chief
Financial Officer in November 1989.
MARK DIAMOND. Mr. Diamond has been a director of the Company since
September 1996. He has been employed by the Company on a full-time basis in the
Sales Department since January 1987. In February 1991, Mr. Diamond was elected
Vice President - Sales of SED International in May 1993, he was elected
Executive Vice President - Marketing of SED International and in February 1994,
he was elected Executive Vice President - Sales of SED International. In July
1995, Mr. Diamond was elected Executive Vice President of the Company and in
August 1995, he was elected Executive Vice President of SED International.
JEAN DIAMOND. Ms. Diamond has been Vice President - Credit of SED
International since August 1994.
BRIAN PATERSON. Mr. Paterson has served as Senior Vice President -
Purchasing/Marketing of the Company and SED International since August 1997.
Mr. Paterson has been employed by SED International since 1992 and served in
various capacities, most recently as Vice President - Purchasing of SED
International from October 1996 to August 1997.
3
<PAGE>
MANNER OF SALE
The offering being made hereby is not underwritten. The sale of the
shares offered hereby by the Selling Stockholders may be effected from time to
time in transactions in the over-the-counter market or in negotiated
transactions or through a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for which such broker-dealers may act as agents or to whom they sell as
principals, or both.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
Number 0-16345) are hereby incorporated by reference into this Prospectus;
(1) The Company's Annual Report on Form 10-K for the year ended June
30, 1997.
(2) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated October 26, 1987 (Commission File No.
0-16345).
All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
EXPERTS
The consolidated financial statements and financial statement
schedules appearing in the Company's Annual Report on Form 10-K for the year
ended June 30, 1997, incorporated by reference in this Prospectus, have been
audited by Deloitte & Touche LLP, independent auditors, and are incorporated
herein by reference in reliance upon the authority of said firm as experts in
accounting and auditing.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been
passed upon by Long Aldridge & Norman LLP, 303 Peachtree Street, Suite 5300,
Atlanta, Georgia 30308, counsel to the Company.
4
<PAGE>
PROSPECTUS
SOUTHERN ELECTRONICS CORPORATION
53,000 SHARES
COMMON STOCK
-------------------------------
This Prospectus relates to reoffers and resales by certain affiliates
(the "Selling Stockholders") of Southern Electronics Corporation (the "Company")
of up to 53,000 shares of common stock, $.01 par value (the "Common Stock") of
the Company, issuable upon the exercise of stock options granted by the Company
pursuant to non-qualified stock option agreements (the "Agreements") between the
Company and each of the Selling Stockholders. The number of shares offered
hereby may be adjusted as a result of events such as stock splits, stock
dividends or similar transactions pursuant to the terms of the Agreements.
The sale of the shares offered hereby may be effected from time to
time in transactions in the over-the-counter market or on negotiated
transactions or through a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
The shares of Common Stock of the Company are listed on the Nasdaq
National Market under the trading symbol "SECX." On September 2, 1997, the
last reported sale price for the shares of Common Stock on the Nasdaq National
Market was $16.125 per share.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY T HE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 September 5, 1997
-------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.................................................... __
GENERAL INFORMATION...................................................... __
SELLING STOCKHOLDERS..................................................... __
MANNER OF SALE........................................................... __
DOCUMENTS INCORPORATED BY REFERENCE...................................... __
EXPERTS.................................................................. __
LEGAL OPINION............................................................ __
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http:www.sec.gov.
Quotations relating to the Common Stock appear on the Nasdaq National Market.
Reports, proxy statements and other information concerning the Company also can
be inspected at the offices of the Nasdaq National Market, 1753 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus, which is a part of the
Registration Statement, does not contain all information set forth in, or
annexed as exhibits to, the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission. For
further information with respect to the Company and the shares of Common Stock
offered hereby, reference is hereby made to such Registration Statement,
including the exhibits thereto. Copies of such Registration Statement,
including exhibits, may be obtained from the aforementioned public reference
facilities of the Commission upon payment of the prescribed fees, or may be
examined without charge at such facility. Statements contained herein
concerning any document filed as an exhibit are not necessarily complete and, in
each instance, reference is made to the copy of such documents filed as an
exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such reference.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to: Larry G.
Ayers, Vice President-Finance, Southern Electronics Corporation, 4916 North
Royal Atlanta Drive, Tucker, Georgia 30085.
GENERAL INFORMATION
The Company is a Delaware corporation with its principal executive offices
located at 4916 North Royal Atlanta Drive, Tucker, Georgia 30085. Its telephone
number is (404) 491-8962.
The 53,000 shares of Common Stock offered hereby will be issued to the
Selling Stockholders by the Company upon the exercise of stock options granted
pursuant to the Agreements. All of such shares are subject to stock options
outstanding as of the date of this Prospectus.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth as of the date of this Prospectus the
name of each person eligible to use this Prospectus as Selling Stockholder, the
number of shares of Common Stock beneficially owned by such Selling Stockholder
prior to this offering, the number of shares that the Selling Stockholder is
eligible to reoffer and resell hereby and the number of shares of Common Stock
to be owned after the completion of the offering made hereby. According to
rules adopted by the Commission, one is a "beneficial owner" of securities if
one has or shares the power to vote or direct the voting of, or to direct the
disposition of, the securities. Except as otherwise noted, the indicated owners
have sole voting and investment power with respect to shares beneficially owned.
An asterisk (*) indicates beneficial ownership of less than 1% of the
outstanding shares of Common Stock of the Company. The business address of each
Selling Stockholder is 4916 North Royal Atlanta Drive, Tucker, Georgia 30085.
<TABLE>
<CAPTION>
Shares Owned Prior Shares Owned After
to Offering Completion of Offering
--------------------------------------- Number of Shares -----------------------------
Name and Address Number Percent of Class Offered Hereby Number Percent of Class
- ------------------ ------------------ ------------------- -------------- -------- ------------------
<S> <C> <C> <C> <C> <C>
Cary Rosenthal 51,500 (1) * 21,500 30,000 *
William Speer 61,500 (1) * 31,500 30,000 *
- --------------
</TABLE>
(1) All the shares indicated are subject to options exercisable within 60 days.
The Selling Stockholders are non-employee directors of the Company.
MANNER OF SALE
The offering being made hereby is not underwritten. The sale of the shares
offered hereby by the Selling Stockholders may be effected from time to time in
transactions in the over-the-counter market or in negotiated transactions or
through a combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the shares for which such
broker-dealers may act as agents or to whom they sell as principals, or both.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
Number 0-16345) are hereby incorporated by reference into this Prospectus;
(1) The Company's Annual Report on Form 10-K for the year ended June 30,
1997.
(2) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated October 26, 1987 (Commission File No.
0-16345).
All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering registered hereby shall
2
<PAGE>
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
EXPERTS
The consolidated financial statements and financial statement schedules
appearing in the Company's Annual Report on Form 10-K for the year ended June
30, 1997, incorporated by reference in this Prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon by Long Aldridge & Norman LLP, 303 Peachtree Street, Suite 5300, Atlanta,
Georgia 30308, counsel to the Company.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The contents of the Registration Statement on Form S-8 (File 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 issuable pursuant to the exercise of options under the 1991 Plan and
the Directors' Agreements.
ITEM 8. EXHIBITS
--------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Long, Aldridge & Norman, LLP.+
10.1 Third Amendment to the 1991 Plan dated September 12, 1996(1)
10.2 Non-Qualified Stock Option Agreement dated as of
May 21, 1993 between the Registrant and Cary
Rosenthal(2)
10.3 Non-Qualified Stock Option Agreement dated as of
May 21, 1993 between the Registrant and William
Speer(3)
10.4 Non-Qualified Stock Option Agreement dated as of
September 13, 1994, between the Registrant and Cary
Rosenthal(2)
10.5 Non-Qualified Stock Option Agreement dated as of
September 13, 1994, between the Registrant and William
Speer(3)
23.1 Consent of Deloitte & Touche LLP.+
23.2 Consent of Long, Aldridge & Norman, LLP (included
in Exhibit 5).
24 Powers of Attorney (see signature pages to this
Registration Statement).
________________________
+ Filed herewith.
(1) Incorporated by reference to Appendix A to the Registrant's Proxy
Statement dated October 13, 1996 (File No. 0-16345).
(2) Incorporated by reference to Exhibit 10.18 of the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1992 (File No. 0-16345).
(3) Incorporated by reference to Exhibit 10.19 of the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1992 (File No. 0-16345).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), 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 Tucker, State of Georgia,
on this 5th day of September, 1997.
SOUTHERN ELECTRONICS CORPORATION
(Registrant)
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, Ray D. Risner and Larry G. Ayers,
and any of them, as his true and lawful attorneys-in-fact, each acting alone,
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 any post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact (or any of them) and
agents or their substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of August 26, 1997.
Signatures Title
- ---------- -----
/S/ Gerald Diamond Chairman of the Board, Chief Executive
- ----------------------------- Officer and Director
Gerald Diamond (principal executive officer)
/S/ Larry G. Ayers Vice President-Finance and Chief
- ----------------------------- Financial Officer (principal financial
Larry G. Ayers and accounting officer)
/S/ Stewart I. Aaron Director
- -----------------------------
Stewart I. Aaron
/S/ Mark Diamond Director
- -----------------------------
Mark Diamond
/S/ Ray D. Risner Director
- -----------------------------
Ray D. Risner
/S/ Cary Rosenthal Director
- -----------------------------
Cary Rosenthal
Director
- -----------------------------
G. William Speer
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5 Opinion of Long, Aldridge & Norman, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Long, Aldridge & Norman, LLP (included in
Exhibit 5).
24 Powers of Attorney (see signature pages to this Registration
Statement).
<PAGE>
EXHIBIT 5
OPINION OF LONG, ALDRIDGE & NORMAN, LLP
<PAGE>
EXHIBIT 5
LONG ALDRIDGE & NORMAN LLP
ONE PEACHTREE CENTER
SUITE 5300
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
September 5, 1997
Board of Directors
Southern Electronics Corporation
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
Re: Southern Electronics Corporation
1991 Stock Option Plan and Directors' Agreements --
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Southern Electronics Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission (the "Commission").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended (the "Securities Act"), an aggregate of
526,000 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company. The Shares represent (i) 373,079 shares of
Common Stock which are issuable upon the exercise of outstanding options granted
under the Southern Electronics Corporation 1991 Stock Option Plan (the "1991
Plan"); (ii) 126,921 shares of Common Stock which may be acquired upon the
exercise of options which may be granted in the future under the 1991 Plan; and
(iii) 26,000 shares of Common Stock which may be acquired pursuant to four non-
qualified stock option agreements between the Company and two of its non-
employee directors (collectively, the "Directors' Agreements").
The opinion hereinafter set forth is given to the Company pursuant to Item
8 of Form S-8 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 other opinion is implied or to be inferred beyond such
matters. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with regard
to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
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,
<PAGE>
Board of Directors
September 5, 1997
Page 2
including, without limitation, the record of corporate proceedings, the 1991
Plan and the Directors' Agreements. 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 other than the Company where due execution
and delivery by such persons or entities is a prerequisite to the effectiveness
of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers 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. We do not herein express any
opinion concerning any matter respecting or affected by any laws other than the
laws of the State of Georgia and the General Corporation Law of the State of
Delaware that are now in effect and that, in the exercise of reasonable
professional judgment, are normally considered in transactions such as those
contemplated by the issuance of the Shares pursuant to the 1991 Plan and the
Directors' Agreements. 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 following opinion:
(1) the Shares, when issued in accordance with the terms of the 1991 Plan
or a Directors' Agreement, as applicable, against payment in full of
the purchase price therefor, if any, set forth in the 1991 Plan or the
Directors' Agreement, as applicable , will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: Leonard A. Silverstein
<PAGE>
EXHIBIT 23.1
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 13,
1997, appearing in the Annual Report on Form 10-K of Southern Electronics
Corporation for the year ended June 30, 1997, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 4, 1997
