<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1998
REGISTRATION NO. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
BLACK BOX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3086563
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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)
Fred C. Young
President, Chief Operating Officer and Secretary
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
724-746-5500
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)
COPIES TO:
RONALD BASSO, ESQ. SCOTT A. WILLIAMS, ESQ.
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION GEFSKY & LEHMAN, P.C.
ONE OXFORD CENTRE, 301 GRANT STREET, 20TH FLOOR 23RD FLOOR, ONE PPG PLACE
PITTSBURGH, PENNSYLVANIA 15219-1410 PITTSBURGH, PENNSYLVANIA 15222
412-562-3943 412-391-2727
FAX 412-562-1041 FAX 412-391-1685
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING FEE(2)
UNIT(1)(2) PRICE(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 68,115 $35.125 $2,392,539.38 $706.00
$.001 per share
====================================================================================================================================
</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 March 17, 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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE> 2
[RED HERRING OMITTED]
SUBJECT TO COMPLETION, DATED MARCH 20, 1998
PROSPECTUS
68,115 Shares
BLACK BOX CORPORATION
Common Stock
This prospectus relates to an aggregate offering of up to 68,115 shares
(the "Shares") of common stock, par value $.001 per share (the "Common Stock"),
of Black Box Corporation, a Delaware corporation (the "Company"), which may be
offered and sold from time to time by the security holders of the Company listed
herein under "Selling Security Holders" or any affiliate or transferee of a
Selling Security Holder who may be referenced in a supplement or amendment to
this prospectus (the "Selling Security Holders"). The Shares offered hereby were
acquired by the Selling Security Holders in connection with the merger,
effective January 30, 1998, of BBC Acquisition Corp., a wholly-owned subsidiary
of the Company, with and into Atimco Network Services, Inc. ("Atimco"). Of the
68,115 shares of Common Stock offered hereby, 40,869 shares are being offered by
Richard E. Rost and 27,246 shares are being offered by Robert A. McClain.
All of the Shares offered hereby were issued by the Company in
transactions exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), and applicable state securities laws. See
"Recent Developments."
The Common Stock is quoted on the Nasdaq National Market under the
symbol "BBOX." The reported closing sale price for the Common Stock on March 17,
1998 was $34.75 per share.
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.
The Shares may be sold from time to time by the Selling Security
Holders or their transferees directly, or indirectly through underwriters,
broker-dealers or agents acting on their behalf, and in connection with such
sales, such broker-dealers or agents may receive compensation in the form of
commissions, concessions, allowances or discounts from the Selling Security
Holders and/or the purchasers of the Shares for whom they may act as agent or to
whom they sell Shares as principal or both (which commissions, concessions,
allowances or discounts might be in excess of customary amounts thereof). No
underwriting arrangements have been entered into by the Selling Security Holders
as of the date hereof. The distribution of the Shares by the Selling Security
Holders may be effected in one or more transactions that may take place in the
over-the-counter market, including ordinary broker's transactions, privately
negotiated transactions, or through sales to one or more dealers for resale of
such Shares as principals, at prevailing market prices at the time of sale,
prices related to such prevailing market prices, or negotiated prices. Whether
such sales will be made and the timing and amount of any sale is within the sole
discretion of each Selling Security Holder. Underwriting discounts and usual and
customary or specifically negotiated brokerage fees or commissions will be paid
by the Selling Security Holders in connection with sales of the Shares. To the
extent required, the name of any agents, broker-dealers or underwriters and
applicable commissions, concessions, allowances or discounts and any other
required information with respect to any particular offer of the Shares by the
Selling Security Holders, will be set forth in a Prospectus Supplement. See
"Plan of Distribution."
The Selling Security Holders have agreed with the Company not to sell,
exchange, transfer, distribute, pledge or otherwise dispose of, or enter into
any transaction to reduce their respective interest in or risk relating to
(cover page continued)
<PAGE> 3
(whether by short sale or otherwise) or any transaction which would result in a
direct or indirect disposition of the Shares until such time as the Company has
published (within the meaning of Accounting Series Release Nos. 130 and 135
published by the Securities and Exchange Commission) financial results covering
at least 30 days of combined operations of the Company and Atimco.
By agreement with the Selling Security Holders, the Company will pay
all of the expenses incident to the registration of the Shares under the
Securities Act, except for any and all brokerage or underwriting expenses or
commissions, if any, applicable to the sale of the Shares, which will be borne
by the Selling Security Holders.
The Selling Security Holders, and any broker-dealers, agents, or
underwriters through whom the Shares are sold, may be deemed "underwriters"
within the meaning of the Securities Act with respect to securities offered by
them, and any profits realized or commissions received by them may be deemed
underwriting compensation.
The date of this Prospectus is ___________ ___, 1998
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 and files reports and other information with the Securities
and Exchange 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 (the "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-3 (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.
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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.
2
<PAGE> 5
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.
3
<PAGE> 6
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. At December 31, 1997, the Company's forward exchange
contracts were exclusively in Yen. These open contracts were valued at
approximately $2.3 million, with contract rates ranging from 112.29 to 113.44
Yen per U.S. dollar, and will expire by March 31, 1998.
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.
4
<PAGE> 7
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
they 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 executive offices are located at 1000 Park Drive,
Lawrence, Pennsylvania 15055. Its telephone number is 724-746-5500.
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 the Shares
offered hereby. The Company also agreed to file this Registration Statement with
respect to a market offering of the Shares.
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. The Registrant
intends to use the acquired assets in a similar fashion.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
5
<PAGE> 8
SELLING SECURITY HOLDERS
The following table sets forth information with respect to the
beneficial ownership of Common Stock by each Selling Security Holder as of the
close of business of March 19, 1998, and the Shares which may be offered by
each from time to time hereby. Unless otherwise indicated, each person has sole
voting and sole dispositive power with respect to all Shares shown.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
----------------------------------------------------------------------------
SELLING SECURITY NUMBER OF
HOLDERS PRIOR TO THE OFFERING SHARES OFFERED AFTER THE OFFERING
- ------------------------ --------------------- ---------------- --------------------------
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Richard E. Rost, 40,869 * 40,869 0 --
Director of Atimco Network
Services, Inc., a
wholly-owned subsidiary of
the Company
Robert A. McClain, 27,246 * 27,246 0 --
President and Director of
Atimco Network Services,
Inc., a wholly-owned
subsidiary of the Company
------- -------
All Selling Security 68,115 * 68,115
Holders
</TABLE>
- -----------
*Less than one percent.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time to purchasers
directly by any of the Selling Security Holders or certain transferees or
affiliates of such Selling Security Holders (a "Selling Party"). Alternatively,
a Selling Party may from time to time offer the Shares through underwriters,
dealers or agents who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Party and/or the
purchasers of the Shares for whom they may act as agents.
Sales of the Shares offered hereby may be made on the Nasdaq National
Market or the over-the-counter market or otherwise at prices and on terms then
prevailing or at prices related to the then-current market price, or in
negotiated transactions. Such prices will be determined by the Selling Party or
by agreement between the Selling Party and underwriters or dealers.
6
<PAGE> 9
The Shares may be sold in or by (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, (c) an exchange distribution
in accordance with the rules of such exchange, (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases, and (e)
privately negotiated transactions. In effecting sales, brokers or dealers
engaged by the Selling Party may arrange for other brokers or dealers to
participate. A Selling Party also may, from time to time with the consent of the
Company, authorize underwriters acting as his agent to offer and sell Shares
upon such terms and conditions as shall be set forth in any Prospectus
supplement. Underwriters, brokers or dealers will receive commissions or
discounts from a Selling Party in amounts to be negotiated. Such underwriters,
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales and any discounts and commissions received by them, and any profit
realized by them on the resale of the Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless such Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares, except in accordance with
applicable laws. In addition to, and without limiting the foregoing, each
Selling Party and any other person participating in a distribution will be
subject to the applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rule 10b-5 and Regulation
M, which provisions may limit the timing of purchases and sales of any of the
Shares by a Selling Party or any other person. All of the foregoing may affect
the marketability of the Shares.
Pursuant to certain contractual obligations, the Company will pay all
the fees and expenses incident to the registration of the Shares (other than
underwriting discounts and commissions, if any, and a Selling Security Holder's
counsel fees and expenses, if any). In addition, the Company has agreed to
maintain the effectiveness of the Registration Statement until the earlier of
January 30, 1999 (unless extended) or such time as all Shares have been sold by
the Selling Security Holders, and has agreed to indemnify the Selling Security
Holders against certain liabilities, including liabilities under the Securities
Act. In addition, each of the Selling Security Holders has agreed to indemnify
the Company against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by
Buchanan Ingersoll Professional Corporation. William R. Newlin, a shareholder of
Buchanan Ingersoll Professional Corporation, is a director of the Company. As of
March 18, 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 related financial statement
schedule of the Company incorporated by reference in this Prospectus as of March
31, 1996 and 1997 and for each of the three years ended March 31, 1997 have been
audited by Arthur Andersen LLP, independent public accountants, to the extent
and for the periods as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority of such firms as
experts in giving said reports.
7
<PAGE> 10
================================================================================
No dealer, salesperson, or any other person has been authorized to give
any information or to make any representation not contained in this Prospectus
in connection with the offering made hereby, and, if given or made, such
information or representation 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, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus, nor
any sale made hereunder, shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the dates as of which such information is furnished.
--------------
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.......................2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE......................2
CERTAIN FACTORS.............................4
THE COMPANY.................................5
RECENT DEVELOPMENTS.........................5
USE OF PROCEEDS.............................5
SELLING SECURITY HOLDERS....................6
PLAN OF DISTRIBUTION........................6
LEGAL MATTERS...............................7
EXPERTS.....................................7
================================================================================
================================================================================
68,115 Shares
BLACK BOX
CORPORATION
Common Stock
---------------
PROSPECTUS
----------------
________ ___, 1998
================================================================================
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of this offering in connection with the
distribution of the Common Stock being registered hereby, all of which are to be
borne by the Registrant, are as follows:
<TABLE>
<S> <C>
SEC registration fee.............................................................. $706.00
-------
Accounting fees and expenses...................................................... $ 900
Legal fees and expenses........................................................... $ 7,500
Printing.......................................................................... $ 750
Miscellaneous.....................................................................
=======
Total............................................................................. $ 9,856
-------
</TABLE>
ITEM 15. 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.
II-1
<PAGE> 12
ITEM 16. EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement.
EXHIBIT NO.
-----------
5.01 Opinion of Buchanan Ingersoll Professional Corporation.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Buchanan Ingersoll Professional Corporation
(included in its opinion).
24.01 Power of Attorney (included on signature page).
ITEM 17. 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 of
1933;
(ii) To reflect in the prospectus any facts or
events which, individually or together,
represent a fundamental change in the
information in the Registration Statement
(or the most recent post-effective amendment
thereof); and
(iii) To include in such prospectus any additional
or changed material information on the plan
of distribution contained 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 therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered
which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 foregoing provisions, 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, therefore, 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 success 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
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<PAGE> 13
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and 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 March
20, 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-3 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 March 20, 1998
Jeffery M. Boetticher Officer and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ANNA M. BAIRD
- --------------------------------------------- Vice President, Chief Financial March 20, 1998
Anna M. Baird Officer and Treasurer
</TABLE>
II-3
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ WILLIAM F. ANDREWS Director March 20, 1998
- ---------------------------------------------
William F. Andrews
/s/ MICHAEL E. BARKER Director March 20, 1998
- ---------------------------------------------
Michael E. Barker
/s/ WILLIAM R. NEWLIN Director March 20, 1998
- ---------------------------------------------
William R. Newlin
/s/ WILLIAM NORRED Director March 20, 1998
- ---------------------------------------------
William Norred
/s/ BRIAN D. YOUNG Director March 20, 1998
- ---------------------------------------------
Brian D. Young
/s/ FRED C. YOUNG Director, President, Cheif March 20, 1998
- --------------------------------------------- Operating Officer and Secretary
Fred C. Young
</TABLE>
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<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. REFERENCE
- ----------- ---------
<S> <C> <C>
5.01 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith
23.01 Consent of Arthur Andersen LLP Filed herewith
23.02 Consent of Buchanan Ingersoll Professional Corporation (included in its opinion
Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page)
</TABLE>
<PAGE> 1
Exhibit 5.01
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
March 16, 1998
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (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 by the Selling
Security Holders named therein of 68,115 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 to be sold by the Selling Security Holders have been duly and validly
authorized, 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
-------------------------
<PAGE> 1
EXHIBIT 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
-----------------------
Pittsburgh, Pennsylvania
March 16, 1998
