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As filed with the Securities and Exchange Commission on September 2, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLACK BOX CORPORATION
DELAWARE 95-3086563
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
(Address of principal executive offices)
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BLACK BOX CORPORATION
1992 STOCK OPTION PLAN
(Full title of the plan)
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<S> <C>
ANNA M. BAIRD, CHIEF FINANCIAL OFFICER COPIES OF COMMUNICATIONS TO:
BLACK BOX CORPORATION Ronald Basso, Esquire
1000 PARK DRIVE Buchanan Ingersoll Professional Corporation
LAWRENCE, PENNSYLVANIA 15055 One Oxford Centre
(Name and address of agent for service) 301 Grant Street, 20th Floor
412-873-6788 Pittsburgh, PA 15219-1410
(Telephone number of agent for service) 412-562-8800
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock
(par value $.001 2,444 $24.75(1) $60,489(1) $ 19(1)
per share)
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190,000 $21.44(1) $4,073,600(1) $1,235(1)
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3,000 $33.25(1) $99,750(1) $31(1)
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804,556 $35.375(2) $28,461,168.50(2) $8,625(2)
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TOTAL 1,000,000 ----- $32,695,007.50 $9,910
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(1) In accordance with Rule 457(h), such price is the price at which the
options with respect to such shares may be exercised.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). In accordance with Rule 457(h), such price is the average
of the high and low sale prices for the Common Stock as quoted on the
NASDAQ National Market on August 28, 1997, as reported in The Wall Street
Journal, Midwest Edition, on August 29, 1997.
<PAGE> 2
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Black Box Corporation, formerly known as MB Communications, Inc. (the
"Corporation"), hereby incorporates by reference into this Registration
Statement the information contained in the Corporation's earlier Registration
Statements, File Nos. 33-75254, 33-92656 and 333-1978 relating to the
Corporation's 1992 Stock Option Plan and amendments thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Pittsburgh, Commonwealth
of Pennsylvania, on this 11th day of August, 1997.
BLACK BOX CORPORATION
By: /s/ Frederick C. Young
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Frederick C. Young
President and
Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Jeffery M. Boetticher and Frederick C.
Young, and each of them, such person's true and lawful attorney's-in-fact and
agents, with full power of substitution and revocation, for such person and in
such person's name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments to this Registration
Statement) and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 11, 1997.
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Signature Capacity
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<S> <C>
/s/ William F. Andrews Director
- ------------------------------------------
William F. Andrews
/s/ Michael E. Barker Director
- ------------------------------------------
Michael E. Barker
/s/ Jeffery M. Boetticher Chairman of the Board
- ------------------------------------------ and Chief Executive Officer
Jeffery M. Boetticher
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<S> <C>
/s/ William R. Newlin Director
- -----------------------------------------
William R. Newlin
/s/ William Norred Director
- -----------------------------------------
William Norred
/s/ Brian D. Young Director
- -----------------------------------------
Brian D. Young
/s/ Frederick C. Young Director, President and Chief Operating Officer
- -----------------------------------------
Frederick C. Young
/s/ Anna M. Baird Vice President, Chief Financial Officer and
- ----------------------------------------- principal accounting officer
Anna M. Baird
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Independent Public Accountant
23.02 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit 5.01)
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EXHIBIT NO. 5.01
August 29, 1997
Board of Directors
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
Gentlemen:
We have acted as counsel to Black Box Corporation, a Delaware
corporation (the "Corporation"), in connection with the proposed issuance by
the Corporation of up to 1,000,000 additional shares of the Corporation's
common stock, par value $.001 per share (the "Capital Stock"), pursuant to the
terms of the Black Box Corporation 1992 Stock Option Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express
the opinions contained herein. In the examination of such documents, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
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EXHIBIT NO. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 2, 1997, included (or incorporated by reference) in Black Box Corporation's
Form 10-K for the year ended March 31, 1997, and all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Pittsburgh, Pennsylvania
September 2, 1997
