BLACK BOX CORP, DEF 14A, 1996-07-08

BLACK BOX CORP
DEF 14A, 1996-07-08
COMPUTER COMMUNICATIONS EQUIPMENT

Previous: MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/, 10QSB, 1996-07-08

Next: BP PRUDHOE BAY ROYALTY TRUST, SC 13D, 1996-07-08

<PAGE> 1

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.ah-11(c) or
Section 240.14a-12

BLACK BOX CORPORATION
(Name of Registrant as Specified In Its Charter)

BLACK BOX CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________

2) Aggregate number of securities to which transaction applies:

________________________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

________________________________________________________________________

4) Proposed maximum aggregate value of transaction:

________________________________________________________________________

*Set forth the amount on which the filing fee is calculated and state how
it was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

________________________________________________________________________

2) Form, Schedule or Registration Statement No.:

________________________________________________________________________

3) Filing Party:

________________________________________________________________________

4) Date Filed:

________________________________________________________________________

<PAGE> 2

BLACK BOX CORPORATION
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 12, 1996
------------------------

To the Stockholders of
Black Box Corporation:

The Annual Meeting of Stockholders of Black Box Corporation will be held at
the offices of Arthur Andersen LLP, One PPG Place, 21st Floor, Pittsburgh,
Pennsylvania 15222 on Monday, August 12, 1996, at 11:00 a.m., to consider and
act upon the following matters:

1. The election of eight (8) members of the Board of Directors;

2. The approval of an amendment to the 1992 Stock Option Plan to
increase the number of shares authorized under the Plan;

3. The approval of an amendment to the 1992 Director Stock Option Plan
to increase the number of shares authorized under the Plan;

4. Ratification of the appointment of Arthur Andersen LLP as the
independent public accountants of the Company for the fiscal year
ending March 31, 1997; and

5. Such other matters as may properly come before the meeting.

The Board of Directors has established the close of business on Friday,
June 21, 1996, as the record date for the determination of the stockholders
entitled to notice of and to vote at the Annual Meeting.

IT IS REQUESTED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THAT
YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO
Frederick C. Young, Secretary

July 3, 1996
<PAGE> 3

BLACK BOX CORPORATION
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
------------------------

PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS

AUGUST 12, 1996

This proxy statement is being furnished to the holders of the Common Stock,
par value $.001 per share (the "Common Stock"), of Black Box Corporation, a
Delaware corporation (the "Company"), in connection with the solicitation by the
Board of Directors of the Company (the "Board of Directors" or the "Board") of
proxies to be voted at the annual meeting of stockholders (the "Annual Meeting")
scheduled to be held on Monday, August 12, 1996, at 11:00 a.m., at the offices
of Arthur Andersen LLP, One PPG Place, 21st Floor, Pittsburgh, Pennsylvania
15222, or at any adjournment thereof. This proxy statement was first mailed to
stockholders on or about July 5, 1996. A copy of the Company's Annual Report to
Stockholders for the year ended March 31, 1996 is being furnished with this
proxy statement.

Only holders of the Common Stock of record as of the close of business on
Friday, June 21, 1996 are entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof. On that date, 16,349,569 shares of Common
Stock, each entitled to one vote per share, were outstanding.

All shares of Common Stock represented by valid proxies received by the
Secretary of the Company prior to the Annual Meeting will be voted as specified
in the proxy. If no specification is made, the shares will be voted FOR the
election of each of the Board's nominees to the Board of Directors and each of
the matters submitted by the Board of Directors for vote by the stockholders.
Unless otherwise indicated by the stockholder, the proxy card also confers
discretionary authority on the Board-appointed proxies to vote the shares
represented by the proxy on any matter that is properly presented for action at
the Annual Meeting. A stockholder giving a proxy has the power to revoke it any
time prior to its exercise by delivering to the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date (though no
revocation shall be effective until notice thereof has been given to the
Secretary of the Company), or by attendance at the meeting and voting his or her
shares in person.

Under the Company's Second Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), and Restated By-Laws, as amended
(the "By-Laws"), and applicable state law, abstentions and broker non-votes
(which arise from proxies delivered by brokers and others, where the record
holder has not received direction on voting and does not have discretionary
authority to vote on one or more matters) are each included in the determination
of the number of shares present and voting. Abstentions and broker non-votes are
tabulated on the proposals presented to stockholders. Abstentions will have the
effect of a vote against the proposals presented in this Proxy Statement, except
in director elections, where they have no effect. Broker non-votes will have the
effect of a vote against the proposal to ratify the appointment of Arthur
Andersen LLP as the independent public accountants of the Company for the fiscal
year ended March 31, 1997, but will have no effect on the election of directors
or the proposed amendments to stock option plans.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES NAMED BELOW FOR ELECTION AS DIRECTOR, FOR APPROVAL OF AN INCREASE IN
THE NUMBER OF SHARES FOR WHICH OPTIONS MAY BE GRANTED UNDER THE 1992 STOCK
OPTION PLAN FROM 2,200,000 TO 2,450,000, FOR OF AN INCREASE IN THE NUMBER OF
SHARES FOR WHICH OPTIONS MAY BE GRANTED UNDER THE 1992 DIRECTORS STOCK OPTION
PLAN FROM 25,000 TO 75,000 AND FOR THE RATIFICATION OF THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING MARCH 31, 1997.
<PAGE> 4

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's By-Laws provide that the number of directors constituting the
entire Board shall be nine (9), or such other number as shall be fixed by the
stockholders or by the Board of Directors. At present, the Board has fixed the
number of directors at eight (8) members.

All directors of the Company are elected each year. Therefore, eight (8)
directors are to be elected at the Annual Meeting to hold office for a term of
one (1) year and until their respective successors are elected and qualified,
subject to the right of the stockholders to remove any director as provided in
the By-Laws. Any vacancy in the office of a director may be filled by the
stockholders. In the absence of a stockholder vote, a vacancy in the office of a
director may be filled by the remaining directors then in office, even if less
than a quorum, or by the sole remaining director. Any director elected by the
Board of Directors to fill a vacancy shall serve until his successor is elected
and has qualified or until his or her earlier death, resignation or removal. If
the Board of Directors increases the number of directors, any vacancy so created
may be filled by the Board of Directors.

The holders of Common Stock have one vote for each share owned as of the
record date in the election of directors. The eight (8) nominees receiving the
greatest number of affirmative votes will be elected as directors for terms
expiring in 1997.

The persons named as proxies on the enclosed proxy card were selected by
the Board of Directors and have advised the Board of Directors that, unless
authority is withheld, they intend to vote the shares represented by them at the
Annual Meeting for the election of William F. Andrews, Michael E. Barker,
Jeffery M. Boetticher, Ronald D. Fisher, William R. Newlin, William Norred,
Brian D. Young and Frederick C. Young, nominees of the Board of Directors, each
of whom presently serves as a director of the Company.

The Board of Directors knows of no reason why any nominee for director
would be unable to serve as director. If at the time of the Annual Meeting any
of the named nominees is unable or unwilling to serve as a director of the
Company, the persons named as proxies intend to vote for such substitute as may
be nominated by the Board of Directors.

The following sets forth certain information concerning the Company's
nominees for election to the Board of Directors at the Annual Meeting.

WILLIAM F. ANDREWS, 64, was elected a director of the Company on May 18,
1992. He currently is Chairman of Schrader, Inc., a worldwide manufacturer of
automotive tire valves and industrial valves and is Chairman of Scovill
Fasteners, Inc. a leading manufacture of apparel fasteners. He was Chairman,
President and Chief Executive Officer and a director of Amdura Corporation from
January 1993 to January 1995, and was also an advisor/consultant to Investor
International (U.S.), Inc. and had held such position since February 1992. Prior
to such time, Mr. Andrews was the President and Chief Executive Officer of UNR
Industries, Inc. from April 1990 to January 1992. He is also a director of
Navistar (International Harvester), Southern New England Telephone Company,
Corrections Corporation of America, Johnson Controls, SNETCO, Katy Industries,
Northwestern Steel & Wire and Process Technology Holdings.

MICHAEL E. BARKER, 48, was elected director of the Company on March 14,
1991. He is currently a principal at Safeguard Scientific. He was Chairman of
the Board of the Company from March 14, 1991 to November 8, 1995 and president
of the Company from October 16, 1992, to June 3, 1994. He formerly held the
position of Chairman of the Board of MICOM Communications Corp. ("MICOM") from
January 1990 to February 1992. He was a principal of Odyssey Partners, L.P.
("Odyssey Partners") from July 1989 until February 1995.

JEFFERY M. BOETTICHER, 45, was elected President and Chief Executive
Officer of the Company on June 3, 1994, and a director of the Company on October
16, 1992. He is currently Chairman of the Board of the Company, serving in such
position since November 8, 1995. Mr. Boetticher was elected President and Chief
Executive Officer of Black Box Corporation of Pennsylvania ("Black Box--PA"), a
wholly-owned subsidiary

2
<PAGE> 5

of the Company on March 14, 1991, and served in various senior level executive
positions with Black Box--PA since 1987. He is also a director of Holden
Corporation, CME Information Services, Inc. and the Pittsburgh High Technology
Council.

RONALD D. FISHER, 48, was elected a director of the Company on May 18,
1992. He is currently Vice Chairman of Softbank Holdings, Inc. Prior to this he
was the Chairman and Chief Executive Officer of Phoenix Technologies Ltd. He has
been the CEO of Phoenix Technologies Ltd. since January 1990. He is also a
director of Phoenix Technologies Ltd., MicroTouch Systems, Inc. and Xionics
Dowment Technologies, Inc.

WILLIAM R. NEWLIN, 55, was elected a director of the Company on December
18, 1995. He has served as President and Chief Executive Officer of Buchanan
Ingersoll Professional Corporation (attorneys at law) since 1980. He is also a
director of Kennametal Inc., National City Bank of Pennsylvania, Parker/Hunter
Incorporated, the Pittsburgh High Technology Council and CME Information
Services, Inc. He is also a General Partner of the CEO Venture Fund (a private
venture capital fund).

The Company engaged Buchanan Ingersoll Professional Corporation to perform
legal services during fiscal 1996 and fiscal 1997.

WILLIAM NORRED, 55, was elected a director of the Company on May 18, 1992.
He is currently the President and Chief Executive Officer of Sportsmen's Lodge
and has held these positions since August 1990. He is also the President and
Chief Executive Officer of Quor Resorts, Inc. and has held these positions since
October 1987. He has over 20 years of experience in the data communications
industry, including the founding of MICOM Systems, Inc. (the predecessor of
MICOM) in 1973.

BRIAN D. YOUNG, 41, was elected a director of the Company on September 17,
1988. From February 1989 through January 1992, he was President of the Company.
He has been a General Partner of Eos Partners, L.P. (investment partnership)
since January 1994. He was a General Partner of Odyssey Partners from February
1986 to December 1993. He is also a director of Gundle Environmental Systems,
Inc., Archer Resources, Ltd. and The Caldor Corporation.

FREDERICK C. YOUNG, 40, was elected a director of the Company on December
18, 1995. He is currently Senior Vice President, Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary of the Company. He served as Vice
President and Chief Financial Officer of Black Box Corporation since joining the
Company in 1991 and was promoted to Senior Vice President and Chief Operating
Officer in May 1996. Prior to that, he was Chief Financial Officer of Genicom
Corporation and held financial management positions with IBM and General
Electric.

BOARD OF DIRECTORS AND CERTAIN BOARD COMMITTEES

The Company's Board of Directors held six meetings during the fiscal year
ended March 31, 1996 ("fiscal 1996"). Each director attended at least 75% of the
aggregate of the number of meetings of the Board of Directors and any committee
of which he was a member.

During fiscal 1996, directors who were not employees of the Company
received directors' fees of $7,500 per annum and an additional fee of $375 for
each meeting of the Board of Directors attended in person. In addition, the
Company maintains directors' and officers' liability insurance.

AUDIT COMMITTEE

The Board has an Audit Committee consisting of Messrs. Brian Young (as
Chairman), Andrews and Barker. The Audit Committee's duties include recommending
to the Board of Directors the appointment of the independent auditors of the
Company, reviewing with the independent auditors their report as well as any
recommendations with respect to the Company's accounting policies, procedures
and internal controls. In addition, this committee is charged with reviewing the
independent auditor's fees for audit and non-audit services, and determining
whether there are any conflicts of interest in financial or business matters
between the Company and any of its officers or employees. The Audit Committee
met twice in fiscal 1996.

3
<PAGE> 6

COMPENSATION COMMITTEE

The Board has a Compensation Committee, consisting of Messrs. Barker (as
Chairman), Norred and Fisher, which is responsible for reviewing and approving
the compensation of the executive officers of the Company, and approving and
recommending changes to the incentive plans of the Company. The Compensation
Committee met once in fiscal 1996.

OPTION COMMITTEE

The Board has an Option Committee, consisting of Messrs. Brian Young (as
Chairman) and Andrews, which is responsible for administering the Company's
Employee Stock Option Plan and Director Stock Option Plan. The Option Committee
met once in fiscal 1996.

NOMINATING COMMITTEE; NOMINATION PROCEDURES

The Company does not have a standing nominating committee. The Board of
Directors, however, is responsible for the evaluation and recommendation of
qualified nominees, as well as other matters pertaining to Board composition and
size. The Board will give appropriate consideration to qualified persons
recommended by stockholders for nomination as director in accordance with the
Company's By-Laws, as summarized below.

In general, such recommendations can only be made by a stockholder entitled
to notice of, and to vote at, a meeting at which directors are to be elected,
must be in writing and must be received by the Secretary of the Company within a
prescribed period prior to the annual or special meeting, as the case may be. A
copy of the By-Laws is available from the Company upon request.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth all cash compensation paid by the Company
and its subsidiaries, as well as other compensation paid or accrued, to the
Company's chief executive officer, to the other executive officers of the
Company at the end of fiscal 1996 and certain former officers who resigned in
fiscal 1996 whose annual salary and bonus in fiscal year 1996 exceeded $100,000
(the "Named Executive Officers") for each of fiscal years 1994, 1995 and 1996,
respectively. Such compensation was paid for services rendered in all capacities
to the Company and its subsidiaries:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL PAYOUTS
COMPENSATION AWARDS ---------
------------------ -------- LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS PAYOUTS(2) COMPENSATION(3)
- ---------------------------------- ---- ------- ------- -------- --------- ---------------
($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Jeffery M. Boetticher, 1996 297,681 384,045 220,000 -0- 6,439
Chairman of the Board (1) 1995 260,393 323,784 275,000 -0- 6,065
President and Chief 1994 234,423 242,000 40,000 600,000 5,012
Executive Officer

Per Ejrup, 1996 280,256 293,345 175,000 -0- -0-
Vice President 1995 222,759 260,618 30,000 -0- -0-
1994 200,196 88,000 20,000 271,000 -0-

Michael W. Luckett, (4) 1996 165,339 0 65,000 -0- -0-
Vice President 1995 100,962 94,842 35,000 -0- -0-
1994 -- -- -- -- --
</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL PAYOUTS
COMPENSATION AWARDS ---------
------------------ -------- LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS PAYOUTS(2) COMPENSATION(3)
- ---------------------------------- ---- ------- ------- -------- --------- ---------------
($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Shaw, (5) 1996 130,000 -0- -0- -0- 5,106
Vice President 1995 125,731 75,000 -0- -0- 5,946
1994 130,000 82,492 5,000 250,000 4,544

Frederick C. Young, 1996 221,154 324,045 178,000 -0- 6,493
Senior Vice President, 1995 191,769 259,872 230,000 -0- 6,027
Chief Operating Officer, 1994 180,000 188,250 50,000 450,000 4,602
Chief Financial Officer,
Secretary & Treasurer
</TABLE>

- ---------

(1) Mr. Boetticher became Chairman of the Board on November 8, 1995 and
President and Chief Executive Officer of the Company as of June 3, 1994.

(2) Represents amounts earned under Black Box's Key Employee Incentive
Compensation Plan. Amounts earned in fiscal 1992, 1993 and 1994 were paid in
June 1993.

(3) Represents amounts accrued by the employer for the individual under the
401(k) plan of the Company.

(4) Mr. Luckett was hired in fiscal 1995 and resigned his position at the
Company in January 1996.

(5) Mr. Shaw resigned his position at the Company in June 1995.

STOCK OPTION PLANS

The Board of Directors and stockholders of the Company have adopted the
Company's 1992 Employee Stock Option Plan, as amended (the "Employee Plan"), and
have authorized the issuance of options and stock appreciation rights covering
up to 2,200,000 shares of Common Stock under this plan (subject to appropriate
adjustments in the event of stock splits, stock dividends and similar dilutive
events). Options and stock appreciation rights may be granted under the Employee
Plan to key salaried employees (including those who may also be directors but
who are not members of the option Committee) of the Company and its
subsidiaries.

The Board of Directors and stockholders have also adopted the Company's
1992 Director Stock Option Plan, as amended (the "Director Plan"), and have
authorized the issuance of options and stock appreciation rights covering up to
25,000 shares of Common Stock under this plan (subject to appropriate
adjustments in the event of stock splits, stock dividends and similar dilutive
events). Under the Director Plan, options and stock appreciation rights may be
granted by the Option Committee to non-employee Directors of the Company (other
than members of the Option Committee).

5
<PAGE> 8

The following table sets forth information concerning the stock options
granted to each of the Company's Named Executive Officers in fiscal 1996:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTION PRICE APPRECIATION
GRANTED TO FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
- -------------------- ------------ ------------ ----------- ---------- --------------- ---------------
(#) (%) ($/SHARE) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Jeffery M.
Boetticher......... 102,000 12.6% 14.25 04/04/05 955,629(2) 2,316,420(3)
118,000 14.6% 15.75 08/09/05 1,168,793(4) 2,961,965(5)
Per Ejrup............ 175,000 21.7% 15.75 08/09/05 1,733,380(4) 4,392,745(5)
Michael W. Luckett... 65,000 8.1% 15.75 01/16/96(6) -- --
Frederick C. Young... 102,000 12.6% 14.25 04/04/05 955,629(2) 2,316,420(3)
76,000 9.4% 15.75 08/09/05 752,782(4) 1,907,706(5)
All Stockholders..... 16,302,254 14.25 152,752,120(2) 370,224,188(3)
15.75 161,555,337(4) 409,186,575(5)
</TABLE>

- ---------

(1) Assumes, from the date of grant of the option through its ten year
expiration date, a hypothetical 5% and 10% per year appreciation (compounded
annually) in the fair market value of the Common Stock. The 5% and 10% rates
of appreciation are set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, in the Common Stock. If the Common Stock does not increase in value
from the date of grant of the stock option, such option would be valueless.

(2) Assumes a fair market value of the Common Stock of $23.62 per share.

(3) Assumes a fair market value of the Common Stock of $36.96 per share.

(4) Assumes a fair market value of the Common Stock of $25.66 per share.

(5) Assumes a fair market value of the Common Stock of $40.85 per share.

(6) Mr. Luckett resigned his position at the Company in January 1996.

The following table sets forth information with respect to each of the
Company's Named Executive Officers concerning the exercise of options during
fiscal 1996 and unexercised options held as of March 31, 1996:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES ACQUIRED VALUE AT FISCAL AT FISCAL
NAME ON EXERCISE REALIZED YEAR END YEAR END
- ------------------------- --------------- -------- ---------------- --------------------
(#) ($) (# EXERCISABLE/ ($ EXERCISABLE/
# UNEXERCISABLE) $ UNEXERCISABLE)
<S> <C> <C> <C> <C>
Jeffery M. Boetticher.... -0- -0- 208,332/416,668 1,618,190/1,697,008
Per Ejrup................ 26,667 218,355 10,000/201,667 36,900/298,135
Michael W. Luckett....... 11,666 87,728 0/0 0/0
Kenneth C. Shaw.......... 18,332 143,657 0/0 0/0
Frederick C. Young....... -0- -0- 151,999/348,001 1,137,186/1,481,072
</TABLE>

6
<PAGE> 9

The following table sets forth information with respect to each of the
Company's Named Executive Officers concerning the long-term incentive plan
awards in fiscal 1996:

LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR

PERIOD UNTIL ESTIMATED FUTURE PAYOUTS UNDER
NAME PAYOUT(1) NON-STOCK PRICE-BASED PLANS(2)
- ------------------------- ---------------- ------------------------------
($)
<S> <C> <C>
Jeffery M. Boetticher.... fiscal 1996-1998 900,000
Per Ejrup................ fiscal 1996-1998 700,000
Michael W. Luckett(3).... -- --
Kenneth C. Shaw(4)....... -- --
Frederick C. Young....... fiscal 1996-1998 750,000
</TABLE>

- ---------

(1) Payment of the incentive plan is based on the Company meeting or exceeding
cumulative three-year targets for both revenue and earnings before interest,
taxes and amortization ("EBITA"). The three-year period covers fiscal 1996,
1997 and 1998. If the targets are achieved, lump-sum cash payments are to be
made following the completion of the fiscal 1998 audit and within the first
45 days of fiscal 1999.

(2) The incentive plan specifies a fixed lump-sum if the established targets are
achieved.

(3) Mr. Luckett resigned his position at the Company in January 1996.

(4) Mr. Shaw resigned his position at the Company in June 1995.

REPORT OF THE COMPENSATION COMMITTEE AND OPTION COMMITTEE

The Compensation Committee of the Board of Directors is charged with
administering the Company's compensation programs for executive officers,
including basic compensation and incentive compensation plans. The Option
Committee of the Board of Directors is charged with administering the Company's
stock option plans, including the Employee Plan. The Company believes that its
total executive compensation package should be designed to facilitate the
achievement of short- and long-range Company goals, to recognize individual
executive performance and contribution, and to promote increased value creation
for the Company's stockholders. To this end, the Company, the Compensation
Committee and the Option Committee seek to:

- Hire, train, develop, compensate and retain the highest quality
executives possible for the Company's success.

- Reward executives for outstanding contributions to the achievement of the
Company's goals and overall success.

- Provide incentives for executives to align their goals with those of the
stockholders through pay-for-performance and growth-driven compensation
in the form of cash compensation and stock option plans.

BASIC COMPENSATION

Basic compensation for executives is paid based upon performance,
experience, the requirements of the position and the executive's relative
ability to impact the Company's overall growth and success. The Company and the
Compensation Committee believe that the basic compensation paid to the Company's
executives is competitive with that paid to executives of the peer group of
companies identified in the performance graph. The cash compensation paid during
fiscal 1996 to the Company's executives as a group is in the middle range
compared with that of such peer group. Historically, in making compensation
decisions the Company has relied upon its Board of Directors and the
Compensation Committee regarding their collective knowledge of the industry, the
functions that Company executives perform and comparative salaries. Salaries and
bonuses for fiscal 1996 were set in February 1995.

7
<PAGE> 10

The primary goals for executives, in their own respective positions, are to
help the Company achieve its yearly sales, profit and growth targets as
established by the Board of Directors. Salaries for the executives are reviewed
by the Compensation Committee on an annual basis and may be increased or
decreased based upon the Compensation Committee's decision that they are
competitive in the industry, and/or that a particular executive's contributions
to the Company have been significant during the year.

As a group, the Company's executives received salary increases averaging
18% for fiscal 1996.

INCENTIVE COMPENSATION PLANS

The Company has a variable compensation plan covering all employees,
including executive officers. This plan provides for the payment of a bonus to
participants, equal to a percentage of base salary, in the event that certain
annual performance targets for revenue and operating profits are achieved. Any
payments under this plan are subject to approval by the Board of Directors on an
annual basis. Payments made to the Company's Named Executive Officers in fiscal
1996 under this plan are set forth in the Summary Compensation Table under the
caption "Annual Compensation--Bonus."

The Company also had a long-term incentive compensation plan which covers
certain key employees in fiscal 1992, 1993 and 1994. Amounts paid under this
plan were, shown in the Summary Compensation Table under the caption "Long-Term
Compensation--Payouts--LTIP Payouts," based upon the attainment of certain
annual performance targets for revenue and operating profits over a period of
three years. A similar long-term plan has been established covering fiscal 1996,
1997 and 1998 and is payable following the completion of the fiscal 1998 audit
and within the first 45 days of fiscal 1999, if the three-year targets are
achieved. See "Executive Compensation and Other Information--Long-Term Incentive
Plan Awards in Last Fiscal Year."

The Company's incentive compensation plans are predicated on the Company's
belief that executives contribute to stockholder returns by increasing the
Company's stock price, maximizing earnings and profit, and providing for
long-term growth.

STOCK OPTION PLAN

In fiscal 1993, the Company's Board of Directors and stockholders approved
the Employee Plan, pursuant to which stock options may be granted by the Option
Committee to key employees, including those who may be executive officers of the
Company. This plan was amended in fiscal 1995 and fiscal 1996 pursuant to a vote
of stockholders to increase the number of shares available for the grant of
options thereunder. Information with respect to the options granted to the Named
Executive Officers in fiscal 1996 is set forth in the table entitled "Option
Grants in Last Fiscal Year" appearing elsewhere in this proxy statement. The
Option Committee believes that the options granted are consistent with the
Company's overall compensation policies and the individual compensation packages
of each Named Executive Officer.

Historically the Company has issued Non-Qualified Stock Options at the fair
market value on the date of grant. The Option Committee's anticipates continuing
this pratice in the future.

CHIEF EXECUTIVE OFFICER'S COMPENSATION ANALYSIS

In determining the total compensation for the Chief Executive Officer, the
Compensation Committee used the same criteria described above in the opening
paragraphs of this section and the Basic Compensation section. In addition, the
Committee considered the Company's performance against goals established by the
Board of Directors at the beginning of the year.

The Compensation and Option Committees believe that the increase in base
salary and grants of options to the Chief Executive Officer were appropriate for
fiscal 1996 because of the performance of the Company, the individual
performance of Mr. Boetticher, general executive compensation trends and the
overall business environment.

8
<PAGE> 11

SUMMARY

In the aggregate, an average of 44% of the Company's Named Executive
Officers' cash compensation for fiscal 1996 came from incentives directly
related to Company performance. The Company believes that the compensation paid
to its executives for fiscal 1996 was reasonable in view of the Company's
performance and the contributions of those executives to that performance, as
well as the comparison of their compensation with that of other companies in the
peer group listed in the performance graph.

<TABLE>
<S> <C>
COMPENSATION COMMITTEE: OPTION COMMITTEE:
Michael E. Barker, Chairman Brian D. Young, Chairman
Ronald D. Fisher William F. Andrews
William Norred
</TABLE>

9
<PAGE> 12

PERFORMANCE GRAPH

The following graph compares cumulative total stockholder return on the
Company's Common Stock with the cumulative total stockholder return of the
companies listed in the Nasdaq Market Value Index and with a peer group of
companies constructed by the Company (the "Peer Group") for the period from June
6, 1994 to May 31, 1996. The Peer Group consists of the following companies: CDW
Computer Centers, Inc., Micro Warehouse, Inc., Premier Farnell plc (formerly
Premier Industrial Corporation), Sigma-Aldrich Corporation and Viking Office
Products, Inc.

<TABLE>
<CAPTION>
Measurement Period BLACK BOX NASDAQ MARKET PEER
(Fiscal Year Covered) CORPORATION INDEX GROUP INDEX
<S> <C> <C> <C>
6/6/94 100 100 100
6/94 87 95 91
9/94 106 103 106
12/94 128 102 107
3/95 126 111 110
6/95 121 127 134
9/95 157 143 139
12/95 139 144 139
3/96 145 151 164
5/96 177 171 156
</TABLE>

The above graph represents and compares the value, through May 31, 1996, of
a hypothetical investment of $100 made on June 6, 1994, the date of the spin-off
of MICOM, in each of (i) the Company's Common Stock, (ii) the Nasdaq Market
Index, and (iii) the companies comprising the Peer Group, assuming, in each
case, the reinvestment of dividends. The cumulative stockholder return through
March 31, 1996 indicates that the Company has under performed both its Peer
Group and the Nasdaq Market Value Index. However, subsequent to March 31, 1996
through May 31, 1996, the Company's stock has out performed both its Peer Group
and the Nasdaq Market Value Index.

The Company believes any comparisons of the price of the Company's Common
Stock before June 6, 1994, would not be useful to stockholders since the value
of the Company's Common Stock prior to that date included the value of MICOM,
which was spun off at that time. On June 3, 1994, the date on which the spin-off
was consummated, the closing price of the post-spin-off Company Common Stock was
$12.00. On June 6, 1994, the last trading day prior to the consummation of the
spin-off, the closing price of historical combined common stock was $21.25.

10
<PAGE> 13

The Peer Group has changed from fiscal 1995 as Inmac Corp. was purchased by
Micro Warehouse during fiscal 1996. The Company replaced Inmac Corp. with CDW
Computer Centers, Inc. Last year's peer group (the "Old Peer Group"), excluding
Inmac Corp. which was involuntarily removed, is presented below for comparison.

<TABLE>
<CAPTION>
Measurement Period BLACK BOX NASDAQ MARKET OLD PEER
(Fiscal Year Covered) CORPORATION INDEX GROUP
<S> <C> <C> <C>
6/6/94 100 100 100
6/94 87 95 92
9/94 106 103 105
12/94 128 102 104
3/95 126 111 108
6/95 121 127 129
9/95 157 143 134
12/95 139 144 136
3/96 145 151 161
5/96 177 171 144
</TABLE>

11
<PAGE> 14

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of Mr.
Barker, as Chairman, and Messrs. Fisher and Norred. The Option Committee of the
Board of Directors consists of Mr. Young, as Chairman, and Mr. Andrews.

Mr. Barker was formerly Chairman of the Board of the Company from March
1991 until November 1995, although he received no compensation from the Company
for serving in such capacity; however, he did receive certain fees under a
services agreement with Odyssey Investors, Inc. This services agreement provided
for the provision of consulting and advisory services by Odyssey Investors, Inc.
for an annual fee of $150,000. Beginning January 1, 1995, one-half of this fee
was paid to Odyssey Investors and one-half to Mr. Barker, a former principal of
Odyssey Partners which is affiliated with Odyssey Investors, Inc. In fiscal 1996
and fiscal 1995 Mr. Barker received $65,250 and $18,750, respectively. This
services agreement expired in December 1995.

Mr. Barker was formerly the President of the Company until June 3, 1994
preceded by Mr. Brian Young as President from February 1989 until January 1992.

In October 1994, Mr. Barker entered into a Quotaholder Agreement with Black
Box do Brazil Industria e Comercio Ltda. ("Black Box Brazil"), a subsidiary of
the Company (the "Quotaholder Agreement"). The Quotaholder Agreement provided
for Mr. Barker to receive 27,000 quotas (the equivalent of shares), or 15%
equity ownership, in Black Box Brazil in return for providing managerial
expertise to Black Box Brazil. Under the Quotaholder Agreement, the Company has
the option to purchase Mr. Barker's (and another party's) quotas after three
years and is obligated to purchase such quotas after five years based upon a
predetermined formula. The Quotaholder Agreement further provides for
pre-emptive rights in the event that additional quotas are issued, and restricts
Mr. Barker from competing with Black Box Brazil for a period of two years after
having had any affiliation with Black Box Brazil.

Mr. Norred founded MICOM Systems, Inc., the predecessor of the Company, and
served as its President and Chief Executive Officer until December 1987.

CHANGE OF CONTROL AGREEMENTS

The Company has change of control agreements with Jeffery M. Boetticher,
Chairman of the Board, President and Chief Executive Officer, and Frederick C.
Young, Senior Vice President, Chief Operating Officer, Chief Financial Officer,
Secretary and Treasurer. The purpose of these agreements is to encourage these
executives to remain with the Company, and thereby assure the Company of the
continued availability of their services and their advice, in the event of an
attempted change in control of the Company. Each of these agreements is for a
five-year term and becomes operative only upon a "change in control" of the
Company, as defined in the agreements. If, within the term of the agreement and
after a change of control, the executive's employment is terminated by the
Company other than for cause or is terminated by the executive for "good reason"
(such as a reduction in salary or benefits or diminution in duties), the
executive will be entitled to a lump sum payment of generally up to three times
the sum of his base salary (as defined) plus the average cash award received by
him under the Company's incentive compensation or bonus plan for the prior two
years. The Company is also required to maintain the executive's other benefits
(life insurance, health insurance, etc.) through the unexpired term of the
agreement. The agreement also provides for the immediate vesting of any
outstanding stock appreciation rights or options. The executive may terminate
his employment without cause, in which case the executive is not entitled to
receive further salary and benefits under the agreement. In addition, the
Company may terminate the executive for "cause" (as defined), at which time all
salary and other benefits to the executive would cease.

12
<PAGE> 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information available to the Company as of
June 1, 1996, regarding the beneficial ownership of the Company's Common Stock
by all those known by the Company to be beneficial owners of more than five
percent of its outstanding Common Stock.

<TABLE>
<CAPTION>
NUMBER OF PERCENT
SHARES OF SHARES
--------- ---------
<S> <C> <C>
Janus Capital Corporation (1)..................................... 1,426,800 8.7%
100 Fillmore Street, Suite 300, Denver, CO 80206-4924
RCM Capital Management (2)........................................ 1,616,500 9.9%
Four Embarcadero Center, Suite 2900, San Francisco, California
94111
Goldman Sachs Group, L.P. (3)..................................... 866,602 5.3%
85 Broad Street, New York, New York 10004
</TABLE>

- ---------

(1) Janus Capital is a registered investment advisor. All shares held with
shared voting power and shared dispositive power.

(2) Includes shares held by RCM Limited, L.P. and RCM General Corporation. RCM
Capital Management is a registered investment advisor, whose General Partner
is RCM Limited, L.P. RCM General Corporation is the General Partner of RCM
Limited, L.P. Of the 1,616,500 shares beneficially owned, 1,457,500 are held
with sole voting power, 1,581,500 shares are held with sole dispositive
power and 35,000 shares are held with shared dispositive power.

(3) Includes shares held by Goldman Sachs & Co. and Goldman Sachs Equity
Portfolios, Inc. Goldman Sachs & Co. is a registered broker-dealer and
registered investment advisor. Goldman Sachs Equity Portfolios Inc. is a
registered investment company. All shares held with shared voting power and
shared dispositive power.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information available to the Company
as of June 1, 1996 regarding the shares of the Company's Common Stock
beneficially owned by (i) each of the Company's directors and nominees; (ii)
each of the Company's Named Executive Officers (excluding former executive
officers); and (iii) all directors and executive officers of the Company as a
group.

<TABLE>
<CAPTION>
NUMBER OF PERCENT
SHARES OF SHARES
--------- ---------
<S> <C> <C>
William F. Andrews (1)............................................ 7,000 *
Michael E. Barker................................................. 0 *
Jeffery M. Boetticher (2)(3)...................................... 261,499 1.6%
Per Ejrup......................................................... 0 *
Ronald D. Fisher (1).............................................. 5,000 *
William R. Newlin................................................. 15,100 *
William Norred (1)................................................ 5,000 *
Brian D. Young.................................................... 0 *
Frederick C. Young (3)............................................ 210,070 1.3%
All directors and executive officers as a group (12 persons)
(1)-(3)......................................................... 547,334 3.3%
</TABLE>

- ---------

(1) Includes, for each of Messrs. Andrews, Fisher and Norred, 5,000 shares
pursuant to rights to acquire such shares as a result of options granted
pursuant to the Director Plan.

(2) Includes 2,500 shares owned by Mr. Boetticher's spouse for which he
disclaims beneficial ownership.

(3) Includes, for Messrs. Boetticher and Frederick C. Young, and for all
directors and executive officers as a group, 258,999, 202,666 and 520,330
shares, respectively, acquirable within 60 days of June 1, 1996, pursuant to
options granted under the Employee Plan and the Director Plan.

* Represents less than 1% of the common stock outstanding.

13
<PAGE> 16

PROPOSAL 2

APPROVAL OF AMENDMENTS TO COMPANY EMPLOYEE STOCK OPTION PLAN

In November 1992, the Board of Directors and stockholders adopted the
Employee Plan. The Employee Plan authorized the issuance of options and stock
appreciation rights covering up to 1,000,000 shares of Common Stock (subject to
appropriate adjustments in the event of stock-splits, stock dividends and
similar dilutive events). In August 1994, the Board of Directors adopted and the
stockholders approved an increase in the number of shares available for the
grant of options under the Plan from 1,000,000 to 1,600,000. In August 1995, the
Board of Directors adopted and the stockholders approved an increase in the
number of shares available for the grant of options under the Plan from
1,600,000 to 2,200,000. The Employee Plan constitutes a key element of the
Company's incentive program which and is utilized to attract, retain and
motivate key employees of the Company and to align key employee and stockholder
interests.

As a result of the prior grant of stock options under the Employee Plan,
the number of shares currently available for grant of stock options or stock
appreciation rights is 1,501 shares. The Board of Directors has determined that
this amount is insufficient to continue to maintain the Company's needs under
its incentive program. As a result, the Board has adopted and proposes that the
stockholders approve an amendment to the Employee Plan which will increase the
total number of shares available for the grant of stock options under the
Employee Plan by 250,000 shares, thereby increasing the aggregate number of
shares which would be available for the grant of options or stock appreciation
rights from 2,200,000 to 2,450,000.

The Board believes that the increase in the number of shares available for
issuance under the Employee Plan will strengthen the Company's ability to
attract, retain and motivate key employees of the Company and motivate such
parties to attain individual performance and overall corporate goals. The
affirmative vote by the holders of a majority of the shares of Common Stock
entitled to vote and present at the meeting is required to approve the amendment
to the Employee Plan.

Because executive officers (who also may be members of the Board of
Directors) are eligible to receive awards under the Employee Plan, each of them
may be deemed to have a personal interest in the adoption of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF PROPOSAL 2.

SUMMARY PLAN DESCRIPTION

The following description is not a complete statement of the Employee Plan
and is qualified in its entirety by reference to the complete text of the
Employee Plan, a copy of which is available from the Company upon request.

ADMINISTRATION. The Employee Plan is administered by a committee consisting
of at least two directors of the Company who are appointed by and serve at the
pleasure of the Board of Directors (the "Option Committee"). The Option
Committee, from time to time at its discretion, makes determinations with
respect to the persons who shall be granted options ("Options") or stock
appreciation rights ("Rights"), the number of shares of the Common Stock that
may be purchased pursuant to such Options or Rights and the designation of
Options as Incentive Stock Options or Non-Qualified Stock Options, as defined
below. The interpretation and construction by the Committee of any provisions of
the Employee Plan or of an Option or Right granted thereunder is binding and
conclusive on all optionees and on their legal representatives and
beneficiaries.

TYPES OF OPTIONS. The Committee, in its discretion, may grant Options to
purchase shares of Common Stock either in the form of incentive stock options
("Incentive Stock Options") qualified as such under the Internal Revenue Code of
1986, as amended (the "Code"), or other options ("Non-Qualified Stock Options"),
as designated in the optionee's stock option agreement. Historically, the
Company has only granted Non-Qualified Stock Options.

14
<PAGE> 17

RIGHTS. The Committee, in its discretion, may grant Rights either alone,
simultaneously with the grant of an Incentive Stock Option or Non-Qualified
Stock Option and in conjunction therewith, or subsequent to the grant of a
Non-Qualified Stock Option and in conjunction therewith or in the alternative
thereto.

ELIGIBILITY. Any key salaried employee who is not a member of the Option
Committee may be granted Incentive Stock Options, NonQualified Stock Options or
Rights under the Employee Plan until November 30, 2002.

EXERCISE PRICE. The Option Committee shall determine the exercise price for
each Option or Right granted under the Employee Plan, provided however, that the
exercise price: (1) in the case of an Incentive Stock Option granted to an
employee, other than an employee who owns more than 10% of the total combined
voting power of all classes of outstanding stock of the Company (a "Ten-Percent
Stockholder"), shall not be less than the fair market value of the shares to
which the Option relates on the date of grant; (2) in the case of an Incentive
Stock Option granted to an employee who is a Ten-Percent Stockholder, shall not
be less than 110% of the fair market value of the shares to which the Option
relates on the date of grant; (3) in the case of a Right granted alone, shall
not be less than 100% of the fair market value of the shares to which the Right
relates.

All Non-Qualified Stock Options granted to date have been at the fair
market value on the date of grant and the Committee anticipates continuing this
practice.

EXERCISE PERIOD AND EXERCISE OF OPTIONS OR RIGHTS. An Option or Right may
be exercised in whole at any time, or in part from time to time, within such
period or periods as may be determined by the Option Committee and set forth in
the grantee's agreement, provided that: (1) no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from the date of grant; and
(2) no Incentive Stock Option granted to an employee who is a Ten-Percent
Stockholder shall be exercisable after the expiration of five years from its
date of grant. Options granted to date have vested in the grantee after three
years from the date of the grant. Options are not transferable by the optionee
except by will or by the laws of descent and distribution.

TERMINATION OF EMPLOYMENT; DISABILITY; DEATH. Upon termination of
employment, an Option or Right previously granted to an employee, unless
otherwise specified by the Option Committee and to the extent not previously
exercised, shall terminate and become null and void, provided that: (i) if the
employee shall die while in the employ of the Company or within three (3) months
of retirement from such employment or within one (1) year of retirement from
employment by reason of disability, the legal representative or heirs of such
employee shall be entitled to exercise such Option or Right (to the extent
otherwise exercisable) for a one-year period following the date of death; (ii)
if the employment shall have been terminated by reason of retirement, disability
or termination other than for cause (as defined in the Employee Plan), then such
employee shall be entitled to exercise such Option or Right (to the extent
otherwise exercisable) at any time up to (a) three months after termination by
reason of retirement or other than for cause and (b) one (1) year after
termination by reason of disability. If an employee voluntarily terminates his
employment or is terminated for cause, any Option or Right, unless otherwise
specified by the Option Committee, shall immediately terminate.

PAYMENT. The exercise price of shares purchased pursuant to an Option shall
be paid in full at the time of any exercise either in cash or by certified
check; provided, however, to the extent that the terms of such Option provide,
the purchase price may be paid for, in whole or in part, by delivering
previously-owned shares of Common Stock or, in part, by promissory note (for not
more than 80% of such purchase price subject to applicable margin requirements).

LIMITATION ON ANNUAL AWARDS. The aggregate fair market value of stock for
which Incentive Stock Options are exercisable for the first time by an optionee
during any calendar year under the terms of the Employee Plan shall not exceed
the sum of $100,000.

15
<PAGE> 18

its sole discretion, deems appropriate. In addition, in the event of any such
change, the Option Committee shall make any further adjustment as may be
appropriate to the maximum number of shares which may be acquired under the
Employee Plan pursuant to the exercise of Options and Rights, the maximum number
of shares which may be so acquired by one employee and the number of shares and
prices per share subject to outstanding Options and Rights as shall be equitable
to prevent dilution or enlargement of rights under such Options or Rights, and
the determination of the Option Committee as to these matters shall be
conclusive.

In the event of a "change in control" of the Company, as defined in the
Employee Plan, all then outstanding Options and Rights shall immediately become
exercisable. The Option Committee, in its discretion, may determine that, upon
the occurrence of a change in control transaction, each Option or Right
outstanding under the Employee Plan shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each share subject to such Option or Right, cash in an amount equal to the
excess of the fair market value of such share immediately prior to such
transaction over the exercise price per share of such Option or Right.

The Board of Directors or the Option Committee, as the case may be, may,
from time to time, amend the Employee Plan, provided that no amendment shall be
made, without the approval of the stockholders of the Company, that will (i)
increase the total number of shares reserved for Options under the Employee Plan
(other than an increase resulting from an adjustment of outstanding Common
Stock), (ii) reduce the exercise price of any Incentive Stock Option granted
under the Employee Plan below the price required by the Employee Plan, (iii)
modify the provisions of the Employee Plan relating to eligibility, or (iv)
materially increase the benefits accruing to participants under the Employee
Plan. The rights and obligations under any Option or Right granted before
amendment of the Employee Plan or any unexercised portion of such Option or
Right shall not be adversely affected by amendment of the Employee Plan, Option
or Right without the consent of the holder of such Option or Right. The Board of
Directors may at any time suspend or terminate the Employee Plan.

TERM OF PLAN. Options and Rights may be granted under the Employee Plan
until November 30, 2002.

FEDERAL INCOME TAX CONSEQUENCES

The following summary is based upon an interpretation of present federal
tax laws and regulations and may be inapplicable if such laws and regulations
are changed. The Employee Plan is not subject to the protective provisions of
the Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Code.

An optionee will not be required to recognize any income for federal income
tax purposes at the time of grant of an Incentive Stock Option, nor is the
Company entitled to any deduction. The exercise of an Incentive Stock Option is
also not a taxable event, although the difference between the option price and
the fair market value on the date of exercise is an item of tax preference for
purposes of the alternative minimum tax. If stock acquired upon exercise of an
Incentive Stock Option is held for two years from the date the Option was
granted and one year from the date the stock was transferred to the optionee
(the "ISO Holding Period"), then the optionee will have a long-term capital gain
or loss on the sale of such stock measured by the difference between the amount
realized and the option price. If the ISO Holding Period is not met, then, upon
disposition of such shares (a "disqualifying disposition"), the optionee will
realize compensation taxable as ordinary income in an amount equal to the excess
of the fair market value of the shares at the time of exercise over the option
price, limited, however, to the gain on sale. Any additional gain would be
taxable as long-term or short-term capital gain. If the Incentive Stock Option
is exercised by delivery of previously-owned shares of common stock in partial
or full payment of the option price, no gain or loss will ordinarily be
recognized by the optionee on the transfer of such previously-owned shares.
However, if the previously-owned shares transferred were acquired through the
exercise of an Incentive Stock Option, the optionee may realize ordinary income
with respect to the shares used to exercise an Incentive Stock Option if such
transferred shares have not been held for the ISO Holding Period. If the
optionee recognizes ordinary income upon a disqualifying disposition, the
Company generally will be entitled to a tax deduction in the same amount.

16
<PAGE> 19

An optionee will not be required to recognize any income for federal income
tax purposes at the time of grant of a Non-Qualified Stock Option, nor is the
Company then entitled to any deduction. Upon exercise of a Non-Qualified Stock
Option, the optionee will realize compensation taxable as ordinary income in an
amount measured by the excess, if any, of the fair market value of the shares on
the date of exercise over the option price. The Company will be entitled to a
deduction in the same amount and at the same time. Upon the sale of shares
acquired on exercise of a Non-Qualified Stock Option, the optionee will realize
capital gain (or loss) measured by the difference between the amount realized
and the fair market value of the shares on the date of exercise. If the exercise
price of a Non-Qualified Stock Option is paid in whole or in part in shares of
common stock, the tax results to the optionee are (i) a tax-free exchange of
previously owned shares for an equivalent number of new shares and (ii) the
realization of ordinary income in an amount equal to the fair market value on
the date of exercise of any additional shares received in excess of the number
exchanged.

The foregoing rules regarding time of taxation of optionees upon the
disposition of stock acquired upon the exercise of an Incentive Stock Option and
upon the exercise of a Non-Qualified Stock Option may differ somewhat with
respect to Options that are exercised within six months of the date of grant by
optionees who are subject to the short-swing profit restrictions of Section
16(b) of the Exchange Act.

If the option price is paid by an optionee in part by promissory note, the
interest paid by the optionee under the promissory note is investment
indebtedness which is deductible by the optionee as an itemized deduction from
gross income to the extent the optionee has net investment income; interest that
is disallowed because of this limitation may be carried over to succeeding tax
years and is deductible in the carryover year, subject to the net investment
income limitation.

Rights are treated very similarly to Options for tax purposes. The holder
of a Right will not normally realize any taxable income upon the grant of a
Right. Upon the exercise of a Right, the person exercising the Right will
realize compensation taxable as ordinary income equal to either (i) the cash
received upon the exercise of the Right or (ii) if shares are received upon the
exercise of the Right, the fair market value of such shares as of the exercise
date. The basis of any shares acquired upon exercise of a Right will be their
fair market value on the date of exercise, and the holding period will commence
at that time. The Company will be entitled to a deduction for compensation paid
in the same amount which the holder of the Right realizes as ordinary income.

PROPOSAL 3

APPROVAL OF AMENDMENTS TO COMPANY DIRECTOR STOCK OPTION PLAN

In November 1992, the Board of Directors and stockholders adopted the
Director Plan. The Director Plan authorized the issuance of options and stock
appreciation rights covering up to 25,000 shares of Common Stock subject to
appropriate adjustments in the event of stock-splits, stock dividends and
similar dilutive events). The Director Plan constitutes a key element of the
Company's incentive program which is utilized to attract and retain the services
of persons capable of filling director positions of the Company.

As a result of the prior grant of stock options under the Director Plan, no
shares are currently available for grant of stock options or stock appreciation
rights. The Board of Directors has determined that this amount is insufficient
to continue to maintain the Company's needs with the changes in board
representation after the sale of the Odyssey ownership. As a result, the Board
has adopted and proposes that the stockholders approve an amendment to the
Director Plan which will increase the total number of shares available for the
grant of stock options under the Director Plan by 50,000 shares, thereby
increasing the aggregate number of shares which would be available for the grant
of options or stock appreciation rights from 25,000 to 75,000.

The Board believes that the increase in the number of shares available for
issuance under the Director Plan will strengthen the Company's ability to
attract and retain directors capable of filling such position. The affirmative
vote by the holders of a majority of the shares of Common Stock entitled to vote
and present at the meeting is required to approve the amendment to the Director
Plan.

17
<PAGE> 20

Because non-employee Directors who are not member of the Option Committee
are eligible to receive awards under the Directors Plan, each of them may be
deemed to have a personal interest in the adoption of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF PROPOSAL 3.

SUMMARY PLAN DESCRIPTION

The following description is not a complete statement of the Director Plan
and is qualified in its entirety by reference to the complete text of the
Director Plan, a copy of which is available from the Company upon request.

ADMINISTRATION. The Director Plan is administered by a committee consisting
of at least two directors of the Company who are appointed by and serve at the
pleasure of the Board of Directors (the "Option Committee"). The Option
Committee, from time to time at its discretion, makes determinations with
respect to the persons who shall be granted options ("Options") or stock
appreciation rights ("Rights"), and the number of shares of the Common Stock
that may be purchased pursuant to such Options or Rights. The interpretation and
construction by the Committee of any provisions of the Director Plan or of an
Option or Right granted thereunder is binding and conclusive on all optionees
and on their legal representatives and beneficiaries.

TYPES OF OPTIONS. The Options granted under the Director Plan are not
intended to qualify as incentive stock options under the Internal Revenue Code
of 1986, as amended (the "Code").

RIGHTS. The Committee, in its discretion, may grant Rights either alone,
simultaneously with the grant of an Option and in conjunction therewith, or
subsequent to the grant of an Option and in conjunction therewith or in the
alternative thereto.

ELIGIBILITY. Any non-employee director who is not a member of the Option
Committee may be granted Options or Rights under the Director Plan until
November 30, 2002.

EXERCISE PRICE. The Option Committee shall determine the exercise price for
each Option or Right granted under the Director Plan; provided however, that the
exercise price, in the case of a Right granted alone, shall not be less than
100% of the fair market value of the shares to which the Right relates.

All Options granted to date have been at the fair market value on the date
of grant and the Committee anticipates continuing this practice.

TERMINATION OF EMPLOYMENT; DISABILITY; DEATH. Upon cessation of such
person's status as a director, an Option or Right previously granted to the
director, unless otherwise specified by the Option Committee and to the extent
not previously exercised, shall terminate and become null and void, provided
that: (i) if the director shall die while in the employ of the Company or within
three (3) months of retirement or within one (1) year of retirement by reason of
disability, the legal representative or heirs of such director shall be entitled
to exercise such Option or Right (to the extent otherwise exercisable) for a
one-year period following the date of death; (ii) if the employment shall have
been terminated by reason of retirement, disability or removal other than for
cause (as defined in the Director Plan), then such director shall be entitled to
exercise such Option or Right (to the extent otherwise exercisable) at any time
up to (a) three months after termination by reason of retirement or removal
other than for cause and (b) one (1) year after termination by reason of
disability. If a director voluntarily terminates his service or is terminated
for cause, any Option or Right, unless otherwise specified by the Option
Committee, shall immediately terminate.

18
<PAGE> 21

PAYMENT: The exercise price of shares purchased pursuant to an Option shall
be paid in full at the time of any exercise either in cash or by certified
check; provided, however, to the extent that the terms of such Option provide,
the purchase price may be paid for, in whole or in part, by delivering
previously-owned shares of Common Stock or, in part, by promissory note (for not
more than 80% of such purchase price subject to applicable margin regulations).

ADJUSTMENTS, AMENDMENT OR DISCONTINUANCE. In the event of any change in the
outstanding Common Stock through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or other like change in capital
structure of the Company, the Option Committee shall make such adjustment to
each outstanding Option and Right that it, in its sole discretion, deems
appropriate. In addition, in the event of any such change, the Option Committee
shall make any further adjustment as may be appropriate to the maximum number of
shares which may be acquired under the Director Plan pursuant to the exercise of
Options and Rights, the maximum number of shares which may be so acquired by one
director and the number of shares and prices per share subject to outstanding
Options and Rights as shall be equitable to prevent dilution or enlargement of
rights under such Options or Rights, and the determination of the Option
Committee as to these matters shall be conclusive.

In the event of a "change in control" of the Company, as defined in the
Director Plan, all then outstanding Options and Rights shall immediately become
exercisable. The Option Committee, in its discretion, may determine that, upon
the occurrence of a change in control transaction, each Option or Right
outstanding under the Director Plan shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each share subject to such Option or Right, cash in an amount equal to the
excess of the fair market value of such share immediately prior to such
transaction over the exercise price per share of such Option or Right.

The Board of Directors or the Option Committee, as the case may be, may,
from time to time, amend the Director Plan, provided that no amendment shall be
made, without the approval of the stockholders of the Company, that will (i)
increase the total number of shares reserved for Options under the Director Plan
(other than an increase resulting from an adjustment of outstanding Common
Stock), (ii) reduce the exercise price of any Option granted under the Director
Plan below the price required by the Director Plan, (iii) modify the provisions
of the Director Plan relating to eligibility, or (iv) materially increase the
benefits accruing to participants under the Director Plan. The rights and
obligations under any Option or Right granted before amendment of the Director
Plan or any unexercised portion of such Option or Right shall not be adversely
affected by amendment of the Director Plan, Option or Right without the consent
of the holder of such Option or Right. The Board of Directors may at any time
suspend or terminate the Director Plan.

TERM OF PLAN. Options and Rights may be granted under the Director Plan
until November 30, 2002.

FEDERAL INCOME TAX CONSEQUENCES

The following summary is based upon an interpretation of present federal
tax laws and regulations and may be inapplicable if such laws and regulations
are changed. The Director Plan is not subject to the protective provisions of
the Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Code.

An optionee will not be required to recognize any income for federal income
tax purposes at the time of grant of an Option, nor is the Company then entitled
to any deduction. Upon exercise of an Option, the optionee will realize
compensation taxable as ordinary income in an amount measured by the excess, if
any, of the fair market value of the shares on the date of exercise over the
option price. The Company will be entitled to a deduction in the same amount and
at the same time. Upon the sale of shares acquired on exercise of an Option, the
optionee will realize capital gain (or loss) measured by the difference between
the amount realized and the fair market value of the shares on the date of
exercise. If the exercise price of an Option is paid in whole or in part in
shares of common stock, the tax results to the optionee are (i) a tax-free
exchange of previously owned shares for an equivalent number of new shares and
(ii) the realization of ordinary income

19
<PAGE> 22

in an amount equal to the fair market value on the date of exercise of any
additional shares received in excess of the number exchanged.

The foregoing rules regarding time of taxation of optionees upon the
disposition of stock acquired upon the exercise of an Option may differ somewhat
with respect to Options that are exercised within six months of the date of
grant by the optionees because of the short-swing profit restrictions of Section
16(b) of the Exchange Act.

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Subject to stockholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has appointed Arthur Andersen LLP as the
independent public accountants of the Company for the fiscal year ending March
31, 1997. The affirmative vote of a majority of the shares of Common Stock
present and entitled to vote on this matter at the meeting is required for the
ratification of such appointment.

Unless otherwise directed by the stockholders, proxies will be voted for
the ratification of the appointment of Arthur Andersen LLP as independent
accountants of the Company for the fiscal year ending March 31, 1997. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting, will not be making a statement and will be available to respond to
appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF PROPOSAL 4.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

For fiscal 1996, two executive officers of the Company failed to file
reports on a timely basis for transactions subject to Section 16 of the Exchange
Act. Mr. Ejrup was late in reporting one transaction and Mr. Luckett, who
resigned his position at the Company in January, was late in reporting one
transaction. All late transactions were subsequently reported.

FORM 10-K ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION

A copy of the Annual Report on Form 10-K of the Company for the fiscal year
ended March 31, 1996, as filed with the Securities and Exchange Commission, is
available to stockholders. A stockholder may obtain a copy of the Form 10-K
without charge and a copy of any exhibits thereto upon payment of a reasonable
charge limited to the Company's costs of providing such exhibits by writing to
Investor Relations Department, Frederick C. Young, Chief Financial Officer,
Black Box Corporation, 1000 Park Drive, Lawrence, Pennsylvania 15055.

20
<PAGE> 23

OTHER MATTERS

The Company knows of no other matters to be presented for action at the
meeting. However, if any other matters should properly come before the meeting,
it is intended that votes will be cast pursuant to the proxy in respect thereto
in accordance with the best judgment of the persons acting as proxies.

The Company will pay the expenses in connection with the printing,
assembling and mailing to the holders of Common Stock of the Company the notice
of meeting, this proxy statement and the accompanying form of proxy. In addition
to the use of the mails, proxies may be solicited by directors, officers or
regular employees of the Company personally or by telephone or telegraph. The
Company may request the persons holding stock in their names, or in the names of
their nominees, to send proxy material to, and obtain proxies from, their
principals, and will reimburse such persons for their expense in so doing.

STOCKHOLDER PROPOSALS

Stockholders who intend to submit a proposal at the Annual Meeting of the
stockholders of the Company expected to be held in August 1997 must submit such
proposal to the attention of the Secretary of the Company at the address of its
executive offices no later than March 15, 1997.

21
<PAGE> 24
BLACK BOX CORPORATION

1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
------------------------

The undersigned stockholder hereby appoints Jeffery M. Boetticher and Brian
D. Young, and each of them, as proxies for the undersigned, each with full
power of substitution, for and in the name of the undersigned to act for the
undersigned and to vote, as designated on the reverse, to vote all of the
shares of stock of the Black Box Corporation (the "Company") that the
undersigned is entitled to vote at the 1996 Annual Meeting of Stockholders of
the Company, to be held on Monday, August 12, 1996, at 11:00 a.m., local time,
at the officers of Arthur Andersen LLP, One PPG Place, 21st Floor, Pittsburgh,
Pennsylvania 15222, to consider and act upon the following matters:

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

A [X] Please mark your
votes as in this
example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS NUMBERS 1, 2, 3 AND 4.

<TABLE>

FOR WITHHOLD NOMINEES: William F. Andrews
1. Election of Michael E. Barker
eight (8) [ ] [ ] Jeffery M. Boetticher
members of Ronald D. Fisher
the Board of William R. Newlin
Directors: William Norred
(Instructions: To withhold authority to vote for any individual Brian D. Young
nominee, write the nominee's name in the space below.) Frederick C. Young

FOR AGAINST ABSTAIN

2. The approval of an amendment to the 1992 [ ] [ ] [ ]
Stock Option Plan to increase the number of
shares authorized under the Plan; and

3. The approval of an amendment to the 1992 [ ] [ ] [ ]
Director Stock Option Plan to increase the
number of shares authorized under the Plan;
and

4. Ratification of the appointment of Arthur [ ] [ ] [ ]
Andersen LLP as the independent public
accountants of the Company for the fiscal
year ending March 31, 1997;

UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES SHALL VOTE
IN THE ELECTION OF DIRECTORS FOR THE NOMINEES LISTED ABOVE AND FOR EACH
OF THE OTHER PROPOSALS, AND SHALL HAVE DISCRETIONARY POWER TO VOTE UPON
SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.

Signature ----------------------------------------------- --------------------------------------- DATED: -------- , 1996
(SIGNATURE IF HELD JOINTLY)

IMPORTANT: Please sign exactly as your name appears hereon and mail it promptly even though you may plan to attend the meeting.
When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by a duly authorized person.

</TABLE>