As filed with the Securities and Exchange Commission on
January 12, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SED INTERNATIONAL HOLDINGS, INC.
(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 NORTH ROYAL ATLANTA DRIVE, TUCKER, GEORGIA 30085
Address of Principal Executive Offices)
SED INTERNATIONAL HOLDINGS, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
_______________
LARRY G. AYERS COPY TO:
VICE PRESIDENT-FINANCE, CHIEF FINANCIAL LEONARD A. SILVERSTEIN, ESQ.
OFFICER, SECRETARY AND TREASURER LONG ALDRIDGE & NORMAN LLP
SED INTERNATIONAL HOLDINGS, INC. ONE PEACHTREE CENTER, SUITE 5300
4916 NORTH ROYAL ATLANTA DRIVE 303 PEACHTREE STREET, N.E.
TUCKER, GEORGIA 30085 ATLANTA, GEORGIA 30308
(Name and Address of Agent for Service) (404) 527-4000
(770) 491-8962
(Telephone Number, Including Area Code,
of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
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 . . . . . . 186,000 $10.88 $2,023,680 $ 613.24
3,500 13.38 46,830 14.19
160,500 12.63 2,027,115 614.28
------- ------- ---------- ---------
TOTAL . . . . . . . 350,000 $4,097,625 $1,241.71
</TABLE>
_____
(1) The shares of common stock being registered represent (i) 164,000 shares of
common stock which may be acquired pursuant to outstanding options under
the SED International Holdings, Inc. 1997 Stock Option Plan (the "1997
Plan") and (ii) 186,000 shares of common stock which may be issued as
restricted stock or acquired pursuant to options available for grant in the
future under the 1997 Plan. 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
1997 Plan become operative.
(2) The offering price for the shares which may be issued as restricted stock
or acquired pursuant to options available for grant in the future under the
1997 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 common
stock on January 8, 1998 as quoted on the Nasdaq National Market.
<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 SED International Holdings, Inc. 1997 Stock Option Plan as
required by Rule 428(b)(1) of the rules promulgated under the Securities Act of
1933, as amended.
<PAGE>
PROSPECTUS
SED INTERNATIONAL HOLDINGS, INC.
350,000 SHARES
COMMON STOCK
_______________
This Prospectus relates to reoffers and resales by certain affiliates (the
"Selling Stockholders") of SED International Holdings, Inc. (the "Company") of
up to 350,000 shares of common stock, $.01 par value, of the Company (the
"Common Stock"), issuable upon the exercise of stock options granted or to be
granted by the Company pursuant to the Company's 1997 Stock Option Plan (the
"1997 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 1997 Plan.
The sale of the shares offered hereby 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 shares of Common Stock are listed on the Nasdaq National Market under
the trading symbol "SECX." On January 8, 1998, the last reported sale price for
the shares of Common Stock on the Nasdaq National Market was $10.75 per share.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
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 January 12, 1998
_______________
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>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 3
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . 4
MANNER OF SALE. . . . . . . . . . . . . . . . . . . . . . . . 6
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . 6
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 (the
"Washington Address") 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. Copies of
such materials can be obtained from the Public Reference Section of the
Commission at the Washington Address at prescribed rates. In addition, the
reports, proxy statements and other information can be obtained from the
Commission's website at http:www.sec.gov. 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, on which
the Common Stock is listed.
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 the 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 made to the Registration Statement, including the
exhibits thereto. Copies of the 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 facilities. 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 document 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, SED International Holdings, Inc., 4916 North
Royal Atlanta Drive, Tucker, Georgia 30085.
<PAGE>
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 (770) 491-8962.
Up to 350,000 shares of Common Stock offered hereby will be issued to the
Selling Stockholders by the Company upon the exercise of stock options or as
restricted stock granted or to be granted pursuant to the 1997 Plan. Of such
shares, 163,000 shares are subject to stock options outstanding as of the date
of this Prospectus.
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 a Selling Stockholder, the number
of shares of Common Stock beneficially owned by such Selling Stockholder prior
to this offering, the number of shares underlying unexercisable options, 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 by such Selling
Stockholder after the completion of this offering. 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 or 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>
Shares Owned Prior Shares Shares Owned After
to Offering Underlying Completion of Offering
Percent Unexercisable Number of Shares Percent of
Name and Address Number of Class Options(1) Offered Hereby(1) Number Class
<S> <C> <C> <C> <C> <C> <C>
Gerald Diamond ...............520,578 (2) 6.7% 80,000 80,000 520,578 6.7%
Ray D. Risner ................ 47,333 (3) * 20,000 20,000 47,333 *
Larry G. Ayers ............... 72,271 (4) 1.0 -0- -0- 72,271 1.0
Mark Diamond ................. 99,965 (5) 1.4 20,000 20,000 99,847 1.4
Jean Diamond ................. 46,000 (6) * 20,000 20,000 46,000 *
Brian D. Paterson ............ 24,520 (7) * 20,000 20,000 24,520 *
Harvey R. Linder ............. -0- * 3,000 3,000 0 *
</TABLE>
(1) The outstanding options granted to the Selling Stockholders pursuant to the
1997 Plan are not exercisable within 60 days of the date of this
Prospectus. Pursuant to rules adopted by the Commission, the Selling
Stockholders are not deemed the "beneficial owners" of shares underlying
options that are not exercisable within 60 days. Such underlying shares
are hence not included in the column labeled "Shares Owned Prior to
Offering," but are listed separately in the column labeled "Shares
Underlying Unexercisable Options."
(2) The shares indicated include 516,666 shares subject to options 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 2,572 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.
(3) The shares indicated include 30,000 shares of restricted stock that will
vest on May 23, 1998, and 17,333 shares subject to options which are
exercisable within 60 days.
<PAGE>
(4) The shares indicated include 10,000 shares of restricted stock that will
vest on October 14, 1999, 62,000 shares subject to options which are
exercisable within 60 days and 19 shares held by Mr. Ayers' immediate
family members.
(5) 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 and 191 shares held of record by Mr. Diamond as trustee of a
trust for the benefit of his sister, Julie Diamond Paterson.
(6) The shares indicated include 46,000 subject to options 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 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 (2).
(7) All of the shares indicated are subject to options exercisable within 60
days.
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 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 of
the Company 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 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 in various capacities 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 D. 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 has served in
various capacities, most recently as Vice President - Purchasing of SED
International from October 1996 to August 1997.
HARVEY R. LINDER. Mr. Linder has served as Vice President and General
Counsel since December 1, 1997. He served as Vice President, General Counsel
and Secretary of Orion Management Services, Inc. from November 1996 to
July 1997 and of LaRoche Industries Inc. from 1988 to February 1996. Mr. Linder
also has served as an independent arbitrator and mediator since March 1996 to
the present.
<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 Company's Report on Form 10-Q for the quarter ended September 30,
1997.
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (Commission File No. 0-16345) as declared
effective by the Commission on October 26, 1987.
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 the related 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, 1997 have been audited by
Deloitte & Touche, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority 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, N.E., Suite 5300,
Atlanta, Georgia 30308, counsel to the Company.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by SED International
Holdings, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby are incorporated herein by reference as of their
respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended June
30, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and
(3) The description of the Company's common stock as contained in the
Company's Registration Statement on Form 8-A (Commission File No.
0-16345) as declared effective by the Commission on October 26,
1987.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The description of indemnification of directors and officers of the
Company contained in Item 15 of the Company's Registration Statement on Form S-3
(Commission File No. 333-35069) as declared by the Commission effective
September 30, 1997, is hereby incorporated herein by reference.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Long Aldridge & Norman LLP.
10.1 1997 Stock Option Plan dated August 27, 1997(1).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Long Aldridge & Norman, LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (see signature pages to this Registration
Statement).
_____
(1) Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
dated October 8, 1997 (File No. 0-16345).
<PAGE>
ITEM 9. UNDERTAKINGS
A. Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange 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
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Securities Act and will be
governed by the final adjudication of such issue.
<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 9th day of January, 1998.
SED INTERNATIONAL HOLDINGS, INC.
(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 January 9, 1997.
Signatures Title
/s/ GERALD DIAMOND Chairman of the Board, Chief Executive Officer and
Gerald Diamond Director (principal executive officer)
/s/ LARRY G. AYERS Vice President-Finance and Chief Financial Officer
Larry G. Ayers (principal financial and accounting officer)
/s/ STEWART I. AARON Director
Stewart I. Aaron
/s/ JOEL COHEN Director
Joel Cohen
/s/ MARK DIAMOND Director
Mark Diamond
/s/ RAY D. RISNER Director
Ray D. Risner
/s/ CARY ROSENTHAL Director
Cary Rosenthal
<PAGE>
EXHIBIT 5.1
January 9, 1997
Board of Directors
SED International Holdings, Inc.
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
Re: SED International Holdings, Inc.
1997 Stock Option Plan --
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to SED International Holdings, Inc., 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
350,000 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company. The Shares represent (i) 164,000 shares of
Common Stock which may be acquired upon the exercise of options previously
granted under the Company's 1997 Stock Option Plan (the "1997 Plan") and (ii)
186,000 shares of Common Stock which may be issued as restricted stock or
acquired upon the exercise of options which may be granted in the future under
the 1997 Plan.
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, including, without limitation, the
record of corporate proceedings and the 1997 Plan. 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. 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 set forth in 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
<PAGE>
of the Shares pursuant to the 1997 Plan. 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 upon the exercise of options granted in
accordance with the terms of the 1997 Plan, against payment in full of
the exercise price therefor, if any, established in accordance with
the 1997 Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ LEONARD A. SILVERSTEIN
Leonard A. Silverstein, Esq.
Partner
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SED International Holdings, Inc. (formerly Southern Electronics Corporation) on
Form S-8 of our report dated August 13, 1997, appearing in the Annual Report on
Form 10-K of SED International Holdings, Inc. (formerly 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.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
January 12, 1998
