<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3577 95-3086563
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
--------------------------
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
(724) 746-5500
(Address, including Zip Code, and Telephone Number,
including Area Code of Registrant's Principal Executive Offices)
--------------------------
<TABLE>
<S> <C>
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)
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
--------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<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(2)(3) Registration
Securities to Be Registered Registered(1) Per Share(2)(3) Fee(2)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,444,301 $50.469 $72,892,428 $19,244
=======================================================================================================================
</TABLE>
(1) Pursuant to Rule 429, this Registration Statement shall also register
144,301 shares previously registered on Form S-4 Amendment No. 1 (File No.
333-52937) and remaining unsold, for which the registration fee of $1,587.31
has already been paid.
(2) Estimated solely for purposes of calculation of the registration fee.
(3) 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 August 7, 2000.
--------------------------
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.
Pursuant to Rule 429, the enclosed Prospectus shall also serve henceforth
as the prospectus for 144,301 shares of the Registrant's common stock offered
and remain unsold pursuant to its Registration Statement on Form S-4 (File No.
333-52937), declared effective by the Commission as of May 29, 1998.
================================================================================
<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED AUGUST 14, 2000
PROSPECTUS
1,444,301 SHARES
BLACK BOX CORPORATION
COMMON STOCK
--------------------
This prospectus relates to our offer and issuance of up to 1,444,301 shares
of our common stock from time to time in connection with future business
combinations, mergers and/or acquisitions.
o 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.
o 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.
o 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 August 11, 2000, the closing sale price of the common stock was
$53.50 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 ________, 2000.
<PAGE> 3
TABLE OF CONTENTS
RISK FACTORS...................................................................3
THE COMPANY....................................................................4
USE OF PROCEEDS................................................................4
WHERE YOU CAN FIND MORE INFORMATION............................................5
SELECTED FINANCIAL INFORMATION.................................................6
RECENT DEVELOPMENTS............................................................7
SECURITIES COVERED BY THIS PROSPECTUS..........................................7
LEGAL MATTERS..................................................................7
EXPERTS........................................................................7
--------------------
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, Secretary 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
o 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
o 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.
o 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
o 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.
o We believe that our future success will also depend in large part
upon our ability to attract and retain highly skilled managerial,
technical service, 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
o 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 June 2000, we have made 45 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
o 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.
3
<PAGE> 5
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 BLACK
BOX(R) BRAND.
o From our roots as a world-class technical phone support services
business, the company has evolved to a much broader network services
company and has emerged as the industry leader in the fast-growing
premise wiring market segment.
o We employ over 3,100 technical support professionals. In addition to
200 "on-call" technical support experts in-house, Black Box has over
2,900 expertly trained technicians in the field -- designing,
installing and maintaining network and cabling infrastructures.
o We sell to businesses of all sizes around the world, including the
majority of the Fortune 500 companies in the United States.
o Our Black Box brand has earned a reputation for high quality and
reliability since the company was founded in 1976.
OUR UNPARALLELED LEVELS OF ON-SITE AND ON-THE-PHONE TECHNICAL SUPPORT
COMBINED WITH OUR COMPREHENSIVE CATALOG, TARGETED DIRECT MAIL PIECES AND WEB
SITE SET BLACK BOX APART FROM OTHER TECHNICAL SERVICE PROVIDERS.
o We are the largest on-site infrastructure services provider in the
United States and United Kingdom.
o We answer more than two million telephone calls a year, 99% in less
than 20 seconds.
o Our catalogs and Web site offer businesses around the world access
to more than 40,000 computer communications and networking products,
the majority of which carry the BLACK BOX(R) brand.
o In Fiscal 2000, we mailed 16 million catalogs and direct marketing
pieces in 11 languages to various different types of targeted
customers.
o 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.
o Our international presence is significant. In Fiscal 2000,
approximately 34% of total revenues were generated outside of the
United States and Canada. Six of our 45 acquisitions from January
1998 through June 2000 have been outside the United States.
o We currently have subsidiary operations in 15 countries including
the United Kingdom, France, Japan, Brazil and Mexico.
o In addition, through distributor or similar arrangements we service
customers in 117 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.
4
<PAGE> 6
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:
o our Annual Report on Form 10-K for the fiscal year ended March 31,
2000;
o our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000;
o our Quarterly Report on Form 10-Q for the quarter ended December 31,
1999;
o our Quarterly Report on Form 10-Q for the quarter ended September
30, 1999; and
o our Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
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, Secretary 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.
5
<PAGE> 7
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial information for the five
fiscal years ended March 31, 2000 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)
Three Months Ended
Fiscal Year Ended March 31, June 30,
----------------------------------------------------------------------- ------------------------
2000 1999 1998 1997 1996 2000 1999
========================================================================================================= =========================
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS
Revenues $499,816 $329,974 $299,276 $246,413 $206,222 $169,036 $97,520
Net income $48,852 $38,145 $32,404 $24,792 $18,697 $14,128 $10,640
Basic Earnings per share: 2.74 2.19 1.89 1.47 1.13 0.76 0.60
Diluted Earnings per share: 2.60 2.09 1.79 1.40 1.10 0.72 0.57
--------------------------------------------------------------------------------------------------------- ------------------------
Three Months Ended
Fiscal Year Ended March 31, June 30,
----------------------------------------------------------------------- ------------------------
2000 1999 1998 1997 1996 2000 1999
--------------------------------------------------------------------------------------------------------- ------------------------
FINANCIAL POSITION
Total assets $452,289 $246,465 $190,283 $176,826 $158,750 $544,984 $253,283
Long-term debt 105,374 204 8,189 21,280 41,274 128,916 32,890
====================================================================================================================================
No cash dividends were paid during the periods presented.
====================================================================================================================================
</TABLE>
6
<PAGE> 8
RECENT DEVELOPMENTS
From April 1, 1999 through June 30, 2000, we acquired 28 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 1,444,301 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 June 30, 2000, Mr.
Newlin beneficially owned 43,200 shares of Black Box common stock including
options to acquire 23,000 shares.
EXPERTS
Our financial statements and schedules, incorporated by reference in this
prospectus and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
7
<PAGE> 9
================================================== ============================
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 1,444,301 SHARES
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY
JURISDICTION WHERE IT IS UNLAWFUL.
THE INFORMATION CONTAINED IN THIS BLACK BOX CORPORATION
PROSPECTUS IS CURRENT AS OF ______, 2000.
COMMON STOCK
------------------
PROSPECTUS
------------------
_______, 2000
================================================== ============================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of such corporation or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and other agents of such corporation in an action
by or in the right of a corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a director,
officer, employee or agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
The Company's Second Restated Certificate of Incorporation, as amended, and
its Restated By-Laws contain provisions that provide for indemnification of
officers and directors to the fullest extent permitted by, and in the manner
permissible under, the General Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General Corporation Law of the
state of Delaware, the Company's Second Restated Certificate of Incorporation,
as amended, contains a provision eliminating the personal liability of a
director to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions.
The Company maintains, at its expense, a policy of insurance which insures
its directors and officers, subject to certain exclusions and deductions as are
usual in such insurance policies, against certain liabilities which may be
incurred in those capacities.
EXHIBIT
NO. DESCRIPTION
---
5.1 -- Opinion of Buchanan Ingersoll Professional Corporation
regarding the legality of the issuance of the Shares
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Buchanan Ingersoll Professional Corporation
(contained in Exhibit 5.1)
24.1 -- Power of Attorney
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-1
<PAGE> 11
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes as follows: (1) that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415 will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions under Item 20 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form within one business day of receipt of such
request, and to send the incorporated documents by first-class mail or other
equally prompt means. This
II-2
<PAGE> 12
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> 13
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 August 14, 2000.
BLACK BOX CORPORATION
By: /s/ Fred C. Young
-------------------------------------------------
Fred C. Young, Chairman, Chief Executive Officer,
President and Director
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
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Fred C. Young Chairman, Chief Executive Officer, August 14, 2000
----------------------------- President and Director
Fred C. Young
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Anna M. Baird Chief Financial Officer, Vice August 14, 2000
------------------------------ President, Secretary and Treasurer
Anna M. Baird
* Director August 14, 2000
------------------------------
William F. Andrews
* Director August 14, 2000
------------------------------
William R. Newlin
* Director August 14, 2000
------------------------------
Brian D. Young
* Director August 14, 2000
------------------------------
Thomas G. Greig
*By: /s/ Fred S. Young
------------------------------
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 14
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
