<PAGE> 1
As filed with the Securities and Exchange Commission on June 25, 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
1992 STOCK OPTION 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
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 $.001 600,000 $21.94 (1) $13,164,000 (1) $3,660 (1)
per share)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
100,000 $46.8125 (2) $4,681,250 (2) 1,302 (2)
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TOTAL 700,000 ----- 4,962
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</TABLE>
(1) In accordance with Rule 457(h), such price is the price at which the
options with respect to such shares may be exercised.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). In accordance with Rule 457(h), such price is
the average of the high and low sale prices for the Common Stock as
quoted on the Nasdaq National Market on June 21, 1999, as reported in
The Wall Street Journal, Midwest Edition, on June 22, 1999.
<PAGE> 2
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Black Box Corporation, formerly known as MB Communications, Inc. (the
"Corporation"), hereby incorporates by reference into this Registration
Statement the information contained in the Corporation's earlier Registration
Statements, File Nos. 33-75254, 33-92656, 333-1978 and 333-34839 relating to the
Corporation's 1992 Stock Option Plan and amendments thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
this 23rd day of June, 1999.
BLACK BOX CORPORATION
By: /s/ Frederick C. Young
--------------------------------------
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 June 23, 1999.
Signature Capacity
--------- --------
/s/ William F. Andrews Director
- -------------------------------------------
William F. Andrews
/s/ William R. Newlin Director
- -------------------------------------------
William R. Newlin
/s/ Brian D. Young Director
- -------------------------------------------
Brian D. Young
-2-
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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
-3-
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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)
<PAGE> 1
EXHIBIT NO. 5.01
June 23, 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 700,000 additional shares of the Corporation's common
stock, par value $.001 per share (the "Capital Stock"), pursuant to the terms of
the Black Box Corporation 1992 Stock Option Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
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EXHIBIT NO. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our 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
June 24, 1999
