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As filed with the Securities and Exchange Commission on October , 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLACK BOX CORPORATION
DELAWARE 95-3086563
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
(Address of principal executive offices)
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BLACK BOX CORPORATION
1999 EMPLOYEE STOCK PLAN
(Full title of the plan)
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<TABLE>
<S> <C>
ANNA M. BAIRD, CHIEF FINANCIAL OFFICER COPIES OF COMMUNICATIONS TO:
BLACK BOX CORPORATION Ronald Basso, Esquire
1000 PARK DRIVE Buchanan Ingersoll Professional Corporation
LAWRENCE, PENNSYLVANIA 15055 One Oxford Centre
(Name and address of agent for service) 301 Grant Street, 20th Floor
412-873-6788 Pittsburgh, PA 15219-1410
(Telephone number of agent for service) 412-562-8800
</TABLE>
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock
(par value $.001 2200 $50.1875 $110,412.50 $30.69
per share)
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- ------------------------------------ ---------------- ----------------- ------------------------ --------------------
TOTAL 2200 $30.69
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). In accordance with Rule 457(h), such price is
the average of the high and low sale prices for the Common Stock as
quoted on the Nasdaq National Market on October 19, 1999, as reported
in The Wall Street Journal, Midwest Edition, on October 20, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Black Box Corporation 1999
Employee Stock Plan (the "Plan"). Black Box Corporation is incorporated in the
State of Delaware.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Black Box hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. Black Box also
incorporates all documents subsequently filed by it pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregistered all securities then remaining unsold from the
date of filing of such documents:
(a) The latest annual report of Black Box filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above; and
(c) The description of the common stock of Black Box contained in Black
Box's registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's Second Restated Certificate of Incorporation and
Restated By-Laws, as amended, each provide, in part, that Black Box shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Delaware General Corporation Law.
The Delaware General Corporation Law permits Delaware corporations to
indemnify persons against all reasonable expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being directors, officers,
employees or agents of the corporation, in cases of successful defense and
against such expenses in other cases, subject to specified conditions and
exclusions. Such indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise.
Pursuant to the Delaware General Corporation Law, Black Box's Second
Restated Certificate of Incorporation contains a provision eliminating the
personal liability of a director to a corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of the director's duty of loyalty to Black Box or its stockholders, or
(ii) for acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of the law, or (iii) for any
matter in respect of which such director shall be liable under Section 174 of
Title VIII of the Delaware General Corporation Law relating to the liability of
directors for unlawful payment of dividends, stock purchase or redemption, or
(iv) for any transaction from which the director shall have derived an improper
personal benefit.
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Black Box has purchased and maintains directors and officers' liability
insurance for its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
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<CAPTION>
Exhibit No. Reference
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<S> <C>
5.01 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.01 Consent of Independent Public Accountant Filed herewith.
23.02 Consent of Buchanan Ingersoll Professional Contained in opinion filed as Exhibit 5.01.
Corporation
24.01 Power of Attorney Included on signature page filed herewith.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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(e) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this
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 the initial bona fide
offering thereof.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 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 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 Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
this day of October, 1999.
BLACK BOX CORPORATION
By: /s/ Frederick C. Young
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Frederick C. Young
Chairman, Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Frederick C. Young and Anna M. Baird, and each of
them, such person's true and lawful attorney's-in-fact and agents, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement) and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 20, 1999.
Signature Capacity
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/s/ William F. Andrews Director
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William F. Andrews
/s/ Thomas G. Grieg Director
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Thomas G. Grieg
/s/ William R. Newlin Director
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William R. Newlin
/s/ Brian D. Young Director
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Brian D. Young
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/s/ Frederick C. Young Chairman of the Board, Chief Executive
- --------------------------------- Officer and President
Frederick C. Young
/s/ Anna M. Baird Vice President, Chief Financial Officer and
- --------------------------------- principal accounting officer
Anna M. Baird
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Independent Public Accountant
23.02 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit 5.01)
24.01 Power of Attorney (contained herein on signature page)
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EXHIBIT NO. 5.01
October 20, 1999
Board of Directors
Black Box Corporation
1000 Park Drive
Lawrence, PA 15055
Gentlemen:
We have acted as counsel to Black Box Corporation, a Delaware
corporation (the "Corporation"), in connection with the proposed issuance by the
Corporation of up to 2,200 additional shares of the Corporation's common stock,
par value $.001 per share (the "Capital Stock"), pursuant to the terms of the
Black Box Corporation 1999 Employee Stock Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
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EXHIBIT NO. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 30, 1999, included in Black Box Corporation's Form 10-K for the year ended
March 31, 1999, and all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
October 20, 1999
