<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
DELAWARE 3577 95-3086563
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
--------------------------
</TABLE>
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
(724) 746-5500
(Address, including Zip Code, and Telephone Number,
including Area Code of Registrant's Principal Executive Offices)
--------------------------
<TABLE>
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<S> <C>
FRED C. YOUNG WITH A COPY TO:
PRESIDENT, CHIEF OPERATING OFFICER AND SECRETARY RONALD BASSO, ESQ.
BLACK BOX CORPORATION BUCHANAN INGERSOLL
1000 PARK DRIVE PROFESSIONAL CORPORATION
LAWRENCE, PENNSYLVANIA 15055 ONE OXFORD CENTRE
(724) 746-5500 301 GRANT STREET, 20TH FLOOR
(Name, Address, including Zip Code, PITTSBURGH, PENNSYLVANIA 15219-1410
and Telephone Number, including Area Code, (412) 562-3943
of Agent for Service)
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
--------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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=================================================================================================================================
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Amount to Be Offering Price Aggregate Offering Registration
Securities to Be Registered Registered Per Share(1) (2) Price(1) (2) Fee(2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,181,885 $37.5625 $44,394,555.31 $13,097
=================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculation of the registration fee.
(2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933
on the basis of high and low sale prices of the Registrant's Common Stock
on the Nasdaq National Market on May 14, 1998.
--------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further Amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold, nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 18, 1998
PROSPECTUS
1,181,885 SHARES
BLACK BOX CORPORATION
COMMON STOCK
This Prospectus relates to 1,181,885 shares (the "Shares") of common stock,
par value $.001 per share (the "Common Stock"), of Black Box Corporation, a
Delaware corporation ("Black Box," the "Registrant" or the "Company"), that may
be issued from time to time in connection with future business combinations,
mergers and/or acquisitions (the "Acquisitions") at such prices and on such
terms to be determined at the time of issuance. No period of time has been fixed
within which the Shares may be offered or sold. This Prospectus (as supplemented
or amended from time to time) may be used from time to time by persons (and
their transferees) who have received or will receive Shares issued by the
Company in Acquisitions and who wish to offer and sell such Shares in
transactions in which they and any brokers through whom such Shares are sold may
be deemed to be underwriters within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"). Such persons will not be entitled to use this
Prospectus for any purposes until they shall have first obtained the written
consent of the Company for such use, which consent may limit the number of such
Shares that may be offered and the period of time during which they may be
offered.
The Common Stock is quoted on the Nasdaq National Market (the "Nasdaq")
under the symbol "BBOX." On May 14, 1998, the closing sale price of the Common
Stock on the Nasdaq was $37.5625 per share.
The Shares of Common Stock issued in connection with Acquisitions may be
resold by the recipients thereof. See "Securities Covered by this Prospectus"
for information related to resales pursuant to this Prospectus of Common Stock
issued pursuant to this Prospectus.
SEE "CERTAIN FACTORS" HEREIN FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
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 OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus (unless amended or supplemented) may only be used in
connection with the issuance of Common Stock in connection with Acquisitions
that would be exempt from registration but for the possibility of integration
with other transactions. If the issuance of Common Stock in connection with an
Acquisition would not be exempt from registration even if integration is not
taken into account, then offerees of the Common Stock in such an Acquisition
will be furnished with copies of this Prospectus, as amended by a supplement to
this Prospectus (a "Prospectus Supplement") or a post-effective amendment (a
"Post-Effective Amendment") to the Registration Statement on Form S-4 of which
this Prospectus is a part. This Prospectus will be furnished to security holders
of the businesses or properties to be acquired.
If an Acquisition has a material financial effect upon the Company, a
Current Report on Form 8-K will be filed subsequent to the Acquisition
containing financial and other information about the Acquisition that would be
material to subsequent acquirors of the Shares offered hereby, including pro
forma financial information for the Company and historical financial information
for the company being acquired. A Current Report on Form 8-K will also be filed
when an Acquisition does not have a per se material effect upon the Company, but
if aggregated with other Acquisitions since the date of the Company's most
recent audited financial statements, would have such a material effect as set
forth in Rule 3-05 under Regulation S-X promulgated by the Securities and
Exchange Commission (the "Commission").
All expenses of this offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of Shares
by the Company in business combination transactions, although finder's fees may
be paid with respect to specific Acquisitions. Any person receiving a finder's
fee may be deemed to be an underwriter with the meaning of Section 2(11) of the
Securities Act, as amended.
This Prospectus may not be used in connection with reoffers and resales by
persons who receive Shares covered by this Prospectus (the "Selling
Shareholders") and who may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act unless accompanied by a Prospectus
Supplement or Post-Effective Amendment, if required, naming such persons as
Selling Shareholders and providing other information. Resales or reoffers by
Selling Shareholders may only be made pursuant to Rule 145(d) under the
Securities Act or an exemption from registration under the Securities Act.
THE DATE OF THIS PROSPECTUS IS _____, 1998.
2
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and files reports and other
information with the Securities and Exchange Commission (the "Commission") in
accordance therewith. Reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities of the Securities and Exchange Commission located at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York,
New York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
In addition, reports, proxy statements, registration statements and certain
other filings made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the Internet's World Wide Web, located at
http://www.sec.gov. The Registration Statement of which this Prospectus forms a
part, including all exhibits thereto and amendments thereof, has been filed with
the Commission through EDGAR.
The Company has filed with the Commission a registration statement on Form
S-4 (herein together with all schedules, amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock to be offered and sold from time to time. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain portions of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock to be offered and sold from time to time, reference
is made to the Registration Statement. Statements contained in this Prospectus
regarding the contents of any contract or other document referred to are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement may be inspected at the principal offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such
materials may be obtained upon written request from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C., at prescribed
rates.
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the securities to which this Prospectus relates shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or any of its subsidiaries since the date hereof or that
the information contained herein is correct as of any time subsequent to its
date. This Prospectus does not constitute an offer to sell or an solicitation of
an offer to purchase any securities other than the securities to which it
relates or an offer to sell or a solicitation of an offer to purchase securities
offered by this Prospectus in any jurisdiction in which such an offer or
solicitation is not lawful.
In addition, the Common Stock is quoted on the Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
3
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
BLACK BOX CORPORATION, 1000 PARK DRIVE, LAWRENCE, PENNSYLVANIA 15055, ATTENTION:
ANNA M. BAIRD, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER, TELEPHONE:
724-746-5500. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE
FINAL INVESTMENT DECISION MUST BE MADE.
Incorporated herein by reference and made a part of this Prospectus are the
following documents filed by the Company with the Commission pursuant to the
Exchange Act:
Annual Report on Form 10-K, for the fiscal year ended March 31, 1997;
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997;
Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; and
The description of the Common Stock, which is registered under Section 12 of the
Exchange Act, contained in the Company's registration statement on Form 8-A,
filed with the Commission on December 14, 1992.
All other reports and other documents filed by the Company since March 31, 1997,
pursuant to Section 13(a) or 15(d) of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of this offering will be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. All information appearing in this
Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.
The Company will provide without charge to each person who receives
this Prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: Black Box Corporation, 1000 Park Drive,
Lawrence, Pennsylvania 15055, Attention: Anna M. Baird, Vice President, Chief
Financial Officer and Treasurer, telephone: 724-746-5500.
4
<PAGE> 5
CERTAIN FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered in evaluating the
Company and its business before purchasing the Shares offered hereby.
With the exception of the historical information contained in this
Prospectus, the matters described herein are forward-looking statements
concerning the future operations of the Company. Such statements are typically
identified by the words "believe," "expect," "anticipate," "estimate" and other
similar expressions. These statements involve risk and uncertainties which could
be effected by changing worldwide economies, fluctuating foreign currencies
compared to the US dollar and rapid changes in technologies. Such statements are
made pursuant to safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and are based on the information available to the Company at
the time the statement is made. Changes in the above identified risks could have
a material impact on such forward-looking statements.
COMPETITION. Black Box competes with a variety of manufacturers, direct
marketers, computer resellers and manufacturers' sales organizations, some of
which are significantly larger, have significantly greater resources and/or are
less leveraged than Black Box. Black Box also competes with some of its
suppliers. Black Box believes the principal competitive factors in its markets
are product selection, technical support, vendor reputation, customer base,
customer service and speed of delivery. Black Box believes it competes
effectively with respect to these factors; however, there can be no assurance
that Black Box will be able to continue to compete effectively against existing
competitors or new competitors that may enter its markets in the future.
Black Box believes there are no dominant competitors in the industry.
FOREIGN OPERATIONS. The Company currently offers businesses in 77 countries
access to more than 7,000 computer communications and networking products and
services. In Fiscal 1996, Fiscal 1997 and the first nine months of Fiscal 1998,
approximately 43%, 47%, and 48%, respectively, of the Company's revenues were
derived from operations conducted outside of the United States and Canada. Black
Box's worldwide operations in foreign countries are subject to the risks
normally associated with foreign operations, including, but not limited to,
possible changes in export or import restrictions, the inability to effect
currency exchanges, the impact of inflation and the modification or introduction
of other governmental policies with potentially adverse effects. In addition,
Black Box may be exposed to gains or losses attributable to fluctuations in
currency value. In an effort to reduce this exposure, the Company has in the
past, and may in the future, enter into forward exchange contracts to reduce the
impact of currency fluctuations in intercompany transactions denominated in
foreign currencies.
DEPENDENCE ON KEY PERSONNEL. The success of Black Box depends to a
significant degree upon the continued contributions of key management, technical
service, sales, marketing, and manufacturing personnel, many of whom would be
difficult to replace and most of whom are not subject to employment agreements
(although some are subject to non-compete agreements). If certain of these
employees were to leave Black Box, the business could be adversely affected. The
Company believes its future success will also depend in large part upon its
ability to attract and retain highly skilled managerial, technical service,
sales, marketing and manufacturing personnel. Competition for such personnel is
strong, and there can be no assurance that the Company will be successful in
this endeavor.
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THE COMPANY
The Company is a leading worldwide direct marketer and technical service
provider of computer communications and networking equipment and services. In
Fiscal 1997, the Company mailed 8.1 million catalogs and direct marketing pieces
in 11 languages to targeted customers including MIS and business professionals,
purchasing agents and resellers. Black Box catalogs offer businesses in 77
countries access to more than 7,000 computer communications and networking
products, the majority of which carry the BLACK BOX(R) private label. The
Company sells to businesses of all sizes around the world, including the
majority of the Fortune 500 companies in the United States.
Black Box differentiates itself from other direct marketers and
distributors through its private label brand, BLACK BOX(R), and through
unparalleled levels of technical support. The Black Box brand has earned a
reputation for high quality and reliability since the Company was founded in
1976. Black Box complements its catalog mailings with over 130 technical support
professionals, available seven days per week, 24 hours per day by phone, who are
trained to understand complex computer communications problems and to recommend
products which best meet customers' needs. Black Box's MIS and inventory
management systems enable it to ship 95% of orders for stock products on the day
the orders are received. The successful combination of cost-effective direct
marketing and high value technical support has resulted in the Company's
consistent growth in revenues and operating income and its high level of
customer satisfaction.
To take advantage of the increased utilization of computer systems and
networks around the world, Black Box has expanded its international presence
significantly during the past few years. In Fiscal 1997, 47% of total revenues
were generated outside of the United States and Canada. The Company operates
subsidiaries in 15 countries including the United Kingdom, France, Japan, Brazil
and Mexico. In addition, the Company has distributor arrangements in 62 other
countries.
The Company's principal executive offices are located at 1000 Park Drive,
Lawrence, Pennsylvania 15055. Its telephone number is 724-746-5500.
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SELECTED FINANCIAL INFORMATION
The following selected consolidated financial information for the five
fiscal years ended March 31, 1997 should be read in conjunction with, and is
qualified by, the more detailed information and financial statements available
as described under "Available Information" and "Incorporation of Certain
Documents by Reference."
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SELECTED FINANCIAL DATA
(In thousands, except percentages, per share amounts and ratios)
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Fiscal Year Ended March 31,
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1997 1996 1995 1994 1993
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OPERATIONS
Revenues $232,158 $193,427 $164,766 $142,004 $125,063
Gross profit margin 53.3% 54.8% 55.6% 53.9% 53.4%
Operating income before
amortization as a percentage
of revenues 21.3 21.6 22.5 22.3 23.6
Operating income as a percentage
of revenues 19.7 19.7 19.9 19.3 20.0
Income from continuing operations
before income taxes and
extraordinary item as a
percentage of revenues 18.0 16.9 15.5 14.6 11.7
Net income as a percentage of
revenues 10.5 9.4 8.8 9.4 5.3
Effective tax rate 42.0 44.0 43.4 44.7 52.0
Operating income $ 45,698 $ 38,085 $ 32,805 $ 27,380 $ 25,043
Income from continuing operations
before extraordinary item $ 24,295 $ 18,278 $ 14,465 $ 11,446 $ 7,018
Income (loss) from discontinued
operations, net of tax - - $ 50 $ 5,791 ($384)
Extraordinary item - - - ($3,867) -
Net income $ 24,295 $ 18,278 $ 14,515 $ 13,370 $ 6,634
Basic Earnings per share:
Income from continuing
operations before
extraordinary item 1.48 1.13 0.91 0.73 0.50
Income (loss) from
discontinued operations,
net of tax - - - 0.37 (0.03)
Extraordinary item - - - (0.25) -
Net income 1.48 1.13 0.91 0.85 0.47
Diluted Earnings per share:
Income from continuing
operations before
extraordinary item 1.40 1.10 0.89 0.71 0.50
Income (loss) from
discontinued operations,
net of tax - - - 0.36 (0.03)
Extraordinary item - - - (0.24) -
Net income 1.40 1.10 0.89 0.83 0.47
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FINANCIAL POSITION
Current ratio (1) 1.8 1.9 1.7 2.3 1.7
Total assets (2) $173,279 $155,544 $152,132 $150,722 $153,736
Long-term debt $ 21,175 $ 41,142 $ 56,775 $ 80,474 $ 83,420
Total debt $ 29,303 $ 49,326 $ 66,557 $ 81,847 $ 90,526
Long-term debt to equity 0.2 0.6 1.2 1.2 1.7
Total stockholders' equity (3) $ 94,264 $ 67,141 $ 47,115 $ 29,808 $ 36,325
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</TABLE>
No cash dividends were paid during the periods presented.
(1) The current ratios at March 31, 1994, and 1993 exclude the net current
assets from discontinued operations. If these net current assets were
included, the current ratios would be 2.8, and 1.9, respectively.
(2) Total assets at March 31, 1994, and 1993 exclude the net assets from
discontinued operations. If these net assets were included, total assets
would be $186,261, and $167,133, respectively.
(3) Total stockholders' equity at March 31, 1994, and 1993 exclude the
stockholders' equity from discontinued operations. If this stockholders'
equity were included, total stockholders' equity would be $65,347 and
$49,722, respectively.
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RECENT DEVELOPMENTS
On January 30, 1998, BBC Acquisition Corp., a newly-formed wholly-owned
Pennsylvania subsidiary of the Company, merged with and into Atimco Network
Services, Inc., a Pennsylvania corporation located in Pittsburgh, Pennsylvania
("Atimco"). By virtue of the merger and by operation of law, the Company
acquired all of the assets and assumed all liabilities of Atimco. The aggregate
purchase price paid to the shareholders of Atimco consisted of shares of Common
Stock. The Company filed a Registration Statement on Form S-3 with the
Commission on March 20, 1998 with respect to a market offering of such shares of
Common Stock. This Registration Statement was declared effective by the
Commission on March 31, 1998.
The assets of Atimco acquired by the Company in the merger include
inventory, accounts receivable, equipment and a leasehold interest in real
property. These assets were used by Atimco in the operation of a premise cable
installation business in and around Pittsburgh, Pennsylvania. Black Box is using
the acquired assets in a similar fashion.
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SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this Prospectus consist of One
Million One Hundred Eighty One Thousand Eight Hundred Eighty Five (1,181,885)
shares which may be issued or delivered from time to time in connection with the
Company's future Acquisitions. The consideration paid by the Company for such
Acquisitions may consist of cash, assumption of liabilities, evidences of debt,
Common Stock or a combination thereof. In general, the terms of such
Acquisitions will be determined by direct negotiations between representatives
of the Company and the owners or principal executives of the companies or other
entities to be so combined, acquired or merged, and the factors taken into
account will include, among other things, the established quality of management,
earning power, cash flow, growth potential, facilities and locations of the
companies or other entities to be combined, acquired or merged, and the market
value of the Common Stock. In addition, the Company may lease property from and
enter into employment, management, consultant and noncompetition agreements with
former owners and key executive personnel of the businesses to be acquired. It
is anticipated that the shares of Common Stock issued or delivered in connection
therewith will be valued at a price reasonably related to the market value of
the Common Stock either at the time the terms of the Acquisition are tentatively
agreed upon, or at or about the time or times the Shares are issued or
delivered.
This Prospectus has been prepared for use by certain persons (and their
transferees, donees and pledgees) who will receive shares of Common Stock issued
in combinations, acquisitions and mergers and who may wish to offer such stock
under circumstances requiring or making desirable the use of this Prospectus.
None of the above-described persons (including transferees, donees and pledgees)
will be authorized to use this Prospectus for any given purpose without first
obtaining the prior written consent of the Company. Such consent may be given
subject to certain conditions, such as requiring that the offering be delayed
pending an amendment or supplement to this Prospectus, that the offering be
accomplished in an organized manner through securities dealers or that the
offering be limited as to the number of shares which may be sold within a
specific period of time.
Persons who directly or indirectly control, are controlled by or are under
common control with companies or other entities which are acquired by or merged
or combined with the Company may be deemed to be engaged in a distribution of
securities, and therefore underwriters of securities within the meaning of
Section 2(11) of the Securities Act, if such persons offer or sell any shares of
the Common Stock covered by this Prospectus other than in accordance with the
provisions of paragraph (d) of Rule 145 under the Securities Act. Rule 145(d)
provides that such persons will not be deemed to be underwriters if (a) among
other things, (i) the Company has complied with certain reporting requirements
of the Exchange Act, (ii) the amount of such shares sold falls within certain
volume limitations, (iii) such shares are sold only in brokers' transactions
within the meaning of Section 4(4) of the Securities Act or in a manner
otherwise permitted by Rule 144 under the Securities Act, (iv) such persons do
not solicit or arrange for the solicitation of orders to buy such shares in
anticipation of or in connection with the sale thereof, and (v) such persons do
not make any payments in connection with the offer or sale thereof to any
persons other than the brokers executing the orders to sell such shares; (b)
such persons are not affiliates of the Company and have been the beneficial
owners of the Common Stock for at least one year, and the Company has complied
with certain reporting requirements of the Exchange Act; or (c) such persons are
not, and have not been for at least three months, affiliates of the Company and
have been the beneficial owners of the Common Stock for at least two years.
Persons who do not control, are not controlled by and are not under common
control with companies or other entities which are acquired by or merged or
combined with the Company or its subsidiaries generally will not be deemed to be
engaged in a distribution of securities, and therefore will not be deemed to be
underwriters of securities within the meaning of Section 2(11) of the Securities
Act, if such persons offer or sell shares of the Common Stock covered by this
Prospectus other than in accordance with the provisions of paragraph (d) of Rule
145.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Buchanan Ingersoll Professional Corporation. William R.
Newlin, a shareholder of Buchanan Ingersoll Professional
9
<PAGE> 10
Corporation, is a director of the Company. As of May 15, 1998, Mr. Newlin
owned 20,200 shares of Common Stock and held options to acquire 12,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company as of
March 31, 1997 and March 31, 1996 and for each of the years in the three-year
period ended March 31, 1997 incorporated by reference in this Prospectus
and elsewhere in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and included herein upon the authority of said firm as
experts in accounting and auditing.
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================================================================================
No person has been authorized to give any information or make any
representations other than those contained in this Prospectus in connection with
the offering herein contained, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. 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 not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
------------------
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION...............................3
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE........................................4
CERTAIN FACTORS.....................................5
THE COMPANY.........................................6
SELECTED FINANCIAL INFORMATION......................7
RECENT DEVELOPMENTS.................................8
SECURITIES COVERED BY THIS PROSPECTUS...............9
LEGAL MATTERS.......................................9
EXPERTS............................................10
================================================================================
================================================================================
1,181,885 Shares
BLACK BOX CORPORATION
COMMON STOCK
------------------
PROSPECTUS
------------------
___________, 1998
================================================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of such corporation or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and other agents of such corporation in an action
by or in the right of a corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a director,
officer, employee or agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
The Company's Second Restated Certificate of Incorporation, as amended, and
its Restated By-Laws contain provisions that provide for indemnification of
officers and directors to the fullest extent permitted by, and in the manner
permissible under, the General Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General Corporation Law of the
state of Delaware, the Company's Second Restated Certificate of Incorporation,
as amended, contains a provision eliminating the personal liability of a
director to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions.
The Company maintains, at its expense, a policy of insurance which insures
its directors and officers, subject to certain exclusions and deductions as are
usual in such insurance policies, against certain liabilities which may be
incurred in those capacities.
EXHIBIT
NO. DESCRIPTION
--- -----------
5.1 -- Opinion of Buchanan Ingersoll Professional
Corporation regarding the legality of the
issuance of the Shares.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Buchanan Ingersoll Professional
Corporation (contained in Exhibit 5.1)
24.1 -- Power of Attorney (contained in the signature
page)
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-1
<PAGE> 13
(ii)To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes as follows: (1) that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415 will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under 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.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions under Item 20 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form within one business day of receipt of such
request, and to send the incorporated documents by first-class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
II-2
<PAGE> 14
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Lawrence, Commonwealth
of Pennsylvania, on May 18, 1998.
BLACK BOX CORPORATION
By: /s/ FRED C. YOUNG
-----------------------------------
Fred C. Young, President,
Chief Operating Officer,
Secretary and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Black Box Corporation, hereby
severally constitute Jeffery M. Boetticher, Fred C. Young and Anna M. Baird, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-4 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement (or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act) and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Black Box Corporation to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
(or any other registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act) and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
<S> <C> <C>
/s/ JEFFERY M. BOETTICHER
- ------------------------------------------------ Chairman, Chief Executive May 18, 1998
Jeffery M. Boetticher Officer and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ANNA M. BAIRD
- ------------------------------------------------ Vice President, Chief Financial May 18, 1998
Anna M. Baird Officer and Treasurer
/s/ WILLIAM F. ANDREWS
- ------------------------------------------------ Director May 18, 1998
William F. Andrews
- ------------------------------------------------ Director ____________________, 1998
Michael E. Barker
/s/ WILLIAM R. NEWLIN
- ------------------------------------------------ Director May 18, 1998
William R. Newlin
</TABLE>
II-4
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM NORRED
- ------------------------------------------------ Director May 18, 1998
William Norred
- ------------------------------------------------ Director ____________________, 1998
Brian D. Young
/s/ FRED C. YOUNG
- ------------------------------------------------ Director, President, Chief May 18, 1998
Fred C. Young Operating Officer and Secretary
</TABLE>
II-5
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
5.1 Opinion of Buchanan Ingersoll Professional
Corporation regarding the legality of the Shares.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Buchanan Ingersoll Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page)
<PAGE> 1
Exhibit 5.1
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
May 18, 1998
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement"), to be filed by Black Box Corporation, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration for resale of up to 1,181,885
shares of the Company's Common Stock, par value of $.001 per share (the
"Shares"), we, as counsel for the Company, have examined such corporate records,
other documents, and questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that in our opinion
the Shares have been duly authorized for registration, and upon issuance,
delivery and payment therefor in the manner contemplated by the Registration
Statement and as authorized from time to time by the Board of Directors of the
Company, the Shares will be validly issued, fully paid and non-assessable.
It is our understanding that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to the reference to this firm under the caption "Legal
Matters." In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
Buchanan Ingersoll Professional Corporation
By: /s/ RONALD BASSO
----------------
Ronald Basso
<PAGE> 1
Exhibit 23.1
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 in the Company's Form 10-K for the year ended March 31, 1997 and to
all references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
Pittsburgh, Pennsylvania
May 15, 1998
