<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
REGISTRATION NO. 333-77343
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3577 95-3086563
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
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 WITH A COPY TO:
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT 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)
--------------------------
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.[ ]
<TABLE>
<CAPTION>
=================================================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Proposed Maximum
Maximum Aggregate Offering Amount of
Title of Each Class of Amount to Be Offering Price Price(1) (2) Registration
Securities to Be Registered Registered Per Share(1) (2) Fee(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 3,000,000 $35.3125 $105,937,500 $29,451
=============================================================================================================================
</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 4, 1999. With respect to the filing fee,
$9,591 was previously paid with the initial filing.
--------------------------
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.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED MAY 6, 1999
PROSPECTUS
3,000,000 SHARES
BLACK BOX CORPORATION
COMMON STOCK
--------------------
This prospectus relates to our offer and issuance of up to 3,000,000 shares
of our common stock from time to time in connection with future business
combinations, mergers and/or acquisitions.
- The stock will be issued at such prices and on such terms as
we determine at the time of issuance by negotiation with the
owners or officers of the companies to be acquired.
- We expect that the stock issued in acquisitions will be valued
at prices reasonably related to market prices of the common
stock at the time of the acquisition. We have not fixed a
period of time within which the stock may be offered or sold.
- We will pay all of the expenses of this offering. There will
not be any underwriting discounts or commissions in connection
with the issuance of stock in business acquisitions.
Our common stock is quoted on the Nasdaq National Market under the symbol
"BBOX." On May 4, 1999, the closing sale price of the common stock was $35.5625
per share.
--------------------
INVESTING IN COMMON STOCK INVOLVES RISK. BEFORE YOU INVEST, YOU SHOULD
CONSIDER CAREFULLY THE "RISK FACTORS" ON PAGE 3.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THESE SECURITIES OR 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 OUR ISSUANCE OF COMMON STOCK IN CONNECTION WITH COMBINATIONS,
MERGERS OR ACQUISITIONS THAT WOULD BE EXEMPT FROM REGISTRATION IF NOT FOR THE
POSSIBILITY OF INTEGRATION WITH OTHER TRANSACTIONS. THIS PROSPECTUS MAY NOT BE
USED IN CONNECTION WITH REOFFERS AND RESALES BY PERSONS WHO RECEIVE SHARES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT, IF
REQUIRED.
The date of this prospectus is _____, 1999.
The information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities Exchange Commission becomes effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any State where the offer or sale is not permitted.
<PAGE> 3
TABLE OF CONTENTS
-----------------
RISK FACTORS...........................................................3
THE COMPANY............................................................5
USE OF PROCEEDS........................................................6
WHERE YOU CAN FIND MORE INFORMATION....................................6
SELECTED FINANCIAL INFORMATION.........................................8
RECENT DEVELOPMENTS....................................................9
SECURITIES COVERED BY THIS PROSPECTUS..................................9
LEGAL MATTERS..........................................................9
EXPERTS................................................................9
--------------------
This prospectus incorporates important business and financial
information about Black Box that is not included in or delivered with this
prospectus. You may request copies of this information, at no cost, by writing
or calling us at the following address or telephone number:
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
Attention: Anna M. Baird
Vice President, Chief Financial Officer and Treasurer
Telephone: 724-746-5500.
To obtain timely delivery of the documents, you must request the
information no later than five business days prior to the date on which you make
your final investment decision.
2
<PAGE> 4
RISK FACTORS
BEFORE YOU INVEST IN BLACK BOX COMMON STOCK, YOU SHOULD BE AWARE THAT
THERE ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY
CONSIDER THESE FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN OR
INCORPORATED INTO THIS PROSPECTUS BEFORE YOU DECIDE TO ACQUIRE ANY COMMON STOCK
OF BLACK BOX.
WE OPERATE IN A VERY HIGHLY COMPETITIVE INDUSTRY
- We compete with a variety of manufacturers, direct marketers,
computer resellers, manufacturers' sales organizations and
structured cable installation companies. Some of these
competitors are significantly larger, have significantly
greater resources and/or have less debt than we do. We also
compete with some of our suppliers. There can be no assurance
that we will be able to continue to compete effectively
against existing competitors or new competitors that may enter
our markets in the future.
WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY
- Our 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, we may be exposed to gains or losses attributable
to fluctuations in currency value. In an effort to reduce our
exposure, we have 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.
OUR BUSINESS IS DEPENDENT UPON OUR KEY PERSONNEL
- Our success depends to a significant degree upon the continued
contributions of key management, technical service, sales and
marketing personnel, many of whom would be difficult to
replace and most of whom are not subject to employment
agreements, although all key employees have executed
non-competition agreements. If certain of these key employees
were to leave Black Box, our business could be adversely
affected.
- We believe that our future success will also depend in large
part upon our ability to attract and retain highly skilled
managerial, technical service,
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<PAGE> 5
sales and marketing personnel. Competition for such personnel
is strong, and there can be no assurance that we will be
successful in this endeavor.
WE ARE GROWING RAPIDLY
- We are in a phase of rapid growth through acquisition. Prior
to 1998, we had a limited history of growth through
acquisitions. From January 1998 through April 1999, we have
made fourteen acquisitions. There can be no assurance that we
can attain the expected synergies with our existing business.
In addition, there can be no assurance that we can continue to
grow through further acquisition.
FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS ARE SUBJECT TO RISKS AND
UNCERTAINTIES
- With the exception of the historical information contained in
this prospectus, the matters described in this prospectus are
forward-looking statements concerning the future operations of
Black Box. 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 affected by changing worldwide
economies, fluctuating foreign currencies compared to the US
dollar and rapid changes in technologies. We are making such
statements based on the information available to us at the
time we make the statement.
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<PAGE> 6
THE COMPANY
WE ARE A LEADING WORLDWIDE TECHNICAL SERVICE PROVIDER OF COMPUTER
COMMUNICATIONS AND NETWORKING SERVICES AND RELATED PRODUCTS. WE DIFFERENTIATE
OURSELVES THROUGH OUR WORLD CLASS TECHNICAL SUPPORT SERVICES AND OUR PRIVATE
LABEL BRAND, BLACK BOX(R).
- We employ over 600 technical support professionals. In
addition to 130 "on-call" technical support experts in-house,
Black Box has over five hundred expertly trained technicians
in the field -- designing, installing and maintaining network
and cabling infrastructures.
- Our high value technical support and cost-effective direct
marketing have fueled our consistent revenue and income growth
and our consistently high level of customer satisfaction.
- We sell to businesses of all sizes around the world, including
the majority of the Fortune 500 companies in the United
States.
- Our Black Box brand has earned a reputation for high quality
and reliability since the company was founded in 1976.
OUR UNPARALLELED LEVELS OF TECHNICAL SUPPORT COMBINED WITH OUR
COMPREHENSIVE CATALOG AND TARGETED DIRECT MAIL PIECES SET BLACK BOX APART FROM
OTHER MARKETERS AND TECHNICAL SERVICE PROVIDERS.
- We answer more than one million telephone calls a year, 99% in
less than 20 seconds.
- Our catalogs offer businesses in 77 countries access to more
than 12,000 computer communications and networking products,
the majority of which carry the BLACK BOX(R) private label.
- In Fiscal 1999, we mailed 10.8 million catalogs and direct
marketing pieces in 11 languages to various different types of
targeted customers.
- More than 90% of our customers call Black Box again and again
for their technical solutions.
WE ARE POSITIONED TO TAKE ADVANTAGE OF THE INCREASED USE OF COMPUTER
SYSTEMS AND NETWORKS AROUND THE WORLD.
- We have expanded our international presence significantly
during the past several years. In Fiscal 1999, approximately
45% of total revenues were
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<PAGE> 7
generated outside of the United States and Canada. Three of
our fourteen acquisitions since January 1998 have been outside
the United States.
- We currently operate in 15 countries including the United
Kingdom, France, Japan, Brazil and Mexico.
- In addition, we have distributor arrangements in 62 other
countries.
Our principal executive offices are located at 1000 Park Drive,
Lawrence, Pennsylvania 15055. Our telephone number is 724-746-5500.
USE OF PROCEEDS
We will be offering and issuing the common stock from time to time in
connection with our acquisition of other companies. We will not receive any cash
proceeds from these offerings.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-4 which
we filed with the SEC under the Securities Act using a "shelf" registration
process. As permitted by SEC rules, this prospectus does not contain all of the
information included in the registration statement and the accompanying exhibits
filed with the SEC. You may refer to the registration statement and its exhibits
for more information.
We are subject to and comply with the informational reporting
requirements of the Securities Exchange Act of 1934. You may read and copy any
document we file with the SEC at the SEC's public reference room at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, or at its regional offices at:
7 World Trade Center, Suite 1300, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain further
information about the operation of the SEC's public reference room by calling
the SEC at 1-800-SEC-0330. Our filings are also available to the public over the
internet at the SEC's web site at http://www.sec.gov.
The SEC allows Black Box to "incorporate by reference" into this
prospectus the information we file with the SEC. This means that we may disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be a part of this
prospectus. If we subsequently file superseding or updating information with the
SEC in a document that is incorporated by reference into this prospectus, the
updated information will also become a part of this prospectus and will
supersede the earlier information.
We are incorporating by reference into this prospectus the following
documents that we previously filed with the SEC:
- our Annual Report on Form 10-K, for the fiscal year ended
March 31, 1998, the financial statements of which have been
restated on April 28, 1999 and are incorporated by reference
in this prospectus from our Current Report on Form 8-K for
the event dated April 28, 1999;
- our Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998;
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<PAGE> 8
- our Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
- our Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;
- our Current Report on Form 8-K for the event dated September
9, 1998;
- our Current Report on Form 8-K for the event dated April 28,
1999;
- the description of our common stock, which is registered under
Section 12 of the Exchange Act, contained in our registration
statement on Form 8-A, which we filed with the SEC on December
14, 1992; and
- all other reports and other documents which we have filed
since March 31, 1998, pursuant to Section 13(a) or 15(d) of
the Exchange Act.
We are also incorporating by reference into this prospectus all
documents which we subsequently file with the SEC under 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.
You may obtain copies of any of our filings which are incorporated by
reference, at no cost, by contacting us at the following address or telephone
number:
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, your request
should be made no later than five business days prior to the date on which you
make your the final investment decision.
7
<PAGE> 9
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial information for the five
fiscal years ended March 31, 1998 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."
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
(In thousands, except percentages, per share amounts and ratios)
Nine Months Ended
Fiscal Year Ended March 31, December 31,
----------------------------------------------------------------------- ---------------------
1998 1997 1996 1995 1994 1998 1997
- ------------------------------------------------------------------------------------------------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS
Revenues $299,276 $246,413 $206,222 $174,769 $148,641 $237,015 $218,072
Income from continuing operations
before extraordinary item 32,404 24,792 18,697 14,751 11,971 26,653 23,251
Income (loss) from discontinued
operations, net of tax -- -- -- $50 $5,791 -- --
Extraordinary item(1) -- -- -- -- ($3,867) -- --
Net income $32,404 $24,792 $18,697 $14,801 $13,895 $26,653 $23,251
Basic Earnings per share:
Income from continuing operations
before extraordinary item 1.89 1.47 1.13 0.90 0.74 1.54 1.36
Income (loss) from discontinued
operations, net of tax -- -- -- -- 0.36 -- --
Extraordinary item -- -- -- -- (0.24) -- --
Net income 1.89 1.47 1.13 0.90 0.86 1.54 1.36
Diluted Earnings per share:
Income from continuing operations
before extraordinary item 1.79 1.40 1.10 0.88 0.73 1.47 1.29
Income (loss) from discontinued
operations, net of tax -- -- -- -- 0.35 -- --
Extraordinary item -- -- -- -- (0.23) -- --
Net income 1.79 1.40 1.10 0.88 0.84 1.47 1.29
- ------------------------------------------------------------------------------------------------------------- ---------------------
<CAPTION>
Nine Months Ended
Fiscal Year Ended March 31, December 31,
----------------------------------------------------------------------- ---------------------
1998 1997 1996 1995 1994 1998 1997
- ------------------------------------------------------------------------------------------------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Total assets(2) $190,283 $176,826 $158,750 $155,375 $152,462 $212,548 $183,489
Long-term debt 8,189 21,280 41,274 57,076 80,629 6,307 8,191
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
No cash dividends were paid during the periods presented.
(1) Represents the write-off of the original issue discount remaining on the then outstanding notes in connection with the May
1994 refinancing.
(2) Total assets at March 31, 1994, exclude the net assets from discontinued operations. If these net assets were included, total
assets would be $188,001.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 10
RECENT DEVELOPMENTS
From April 1, 1998 through April 28, 1999, we acquired ten businesses
engaged in the design, installation and maintenance of premise cabling
infrastructure and systems. During this same period, we also acquired three
businesses that market and distribute computer communications and networking
equipment.
SECURITIES COVERED BY THIS PROSPECTUS
This prospectus covers 3,000,000 shares of common stock which we may
issue from time to time in connection with our future business acquisitions. The
price we pay in these acquisitions may consist of cash, assumption of
liabilities, evidences of debt, common stock or a combination of one or more of
these. We will establish the terms of these acquisitions by directly negotiating
with the owners or principal executives of the companies or other entities to be
acquired. Generally, the factors we will examine include: the established
quality of management, earning power, cash flow, growth potential, facilities
and locations of the companies or other entities to be acquired, and the market
value of our common stock at the time of the acquisition. In addition, we may
lease property from and enter into employment, management, consultant and
noncompetition agreements with former owners and key executive personnel of the
businesses we acquire. We expect that the common stock that we issue in
connection with the acquisitions will be valued at prices reasonably related to
its market value, either at the time the terms of the acquisition are agreed
upon, or at the time the stock is issued.
LEGAL MATTERS
Buchanan Ingersoll Professional Corporation has issued an opinion on the
validity of the common stock we are offering. William R. Newlin, a shareholder
of Buchanan Ingersoll, is a director of Black Box. As of April 28, 1999, Mr.
Newlin beneficially owned 38,200 shares of Black Box common stock including
options to acquire 18,000 shares.
EXPERTS
Our financial statements and schedules as of March 31, 1998 and 1997
and for each of the three years in period ended March 31, 1998, included in
our Current Report on Form 8-K for the event dated April 28, 1999,
incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving such reports.
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================================================================================
WE HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE
ANY INFORMATION OR REPRESENT ANYTHING CONTAINED IN THIS PROSPECTUS. YOU MUST NOT
RELY ON ANY UNAUTHORIZED INFORMATION.
THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT AS OF MAY 5,
1999.
================================================================================
================================================================================
3,000,000 SHARES
BLACK BOX CORPORATION
COMMON STOCK
------------------
PROSPECTUS
------------------
____________, 1999
================================================================================
10
<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)
II-1
<PAGE> 13
24.1 -- Power of Attorney (previously filed)
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) 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
II-2
<PAGE> 14
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.
(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 6, 1999.
BLACK BOX CORPORATION
By: /s/ Fred C. Young
----------------------------------------------
Fred C. Young, Chairman, Chief Executive Officer,
President and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Black Box Corporation,
hereby severally constitute 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.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/ Fred C. Young Chairman, Chief Executive Officer, May 6, 1999
- ----------------------- President and Director
Fred C. Young
II-4
<PAGE> 16
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER:
/s/ Anna M. Baird Chief Financial Officer, Vice May 6, 1999
- ---------------------------- President and Treasurer
Anna M. Baird
* Director May 6, 1999
- ----------------------------
William F. Andrews
* Director May 6, 1999
- ----------------------------
William R. Newlin
* Director May 6, 1999
- ----------------------------
Brian D. Young
*By: /s/ Fred C. Young
------------------------
Attorney-in-Fact
II-5
<PAGE> 17
EXHIBIT INDEX
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 (previously filed)
<PAGE> 1
Exhibit 5.1
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
ONE OXFORD CENTRE, 20TH FLOOR
301 GRANT STREET
PITTSBURGH, PA 15219
May 5, 1999
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 3,000,000
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 issued by the Company 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 and 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 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated April 28, 1999 and to all references to our Firm included in
this registration statement. Our report dated May 1, 1998 included in Black
Box Corporation's Form 10-K for the year ended March 31, 1998 is no longer
appropriate since restated statements have been presented giving effect to
business combinations accounted for as a pooling-of-interests.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
May 6, 1999
