AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2211011
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 TECHNOLOGY DRIVE 77515
ANGLETON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
BENCHMARK ELECTRONICS, INC.
STOCK OPTION PLAN
(Full title of plan)
DONALD E. NIGBOR
PRESIDENT
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
(Name and address of agent for service)
(409) 849-6550
(Telephone number, including area code, of agent for service)
Copies to:
JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ========== ============== =============== ================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price registration fee
- ------------------------ ---------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 per share 800,000(1) $ 27.38(2) $ 21,903,500(2) $ 6,638
======================== ========== ============== =============== ================
</TABLE>
(1) Pursuant to Rule 416, includes any additional shares issuable pursuant to
the antidilution provisions of the plan.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee as follows:
(a) the registration fee for the 312,500 shares not presently under
option was calculated by reference to the the average of the high
and low sale prices of the Common Stock on the American Stock
Exchange on May 6, 1997, which was $27.94, for a total maximum
offering price for such 312,500 shares of $8,731,250; and
(b) the registration fee for the 487,500 shares presently under option
was calculated by reference to the average price per share at which
each share under option is exercisable, which is 27.02 for a total
maximum offering price for such 487,500 shares of $13,172,250.
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 (Registration No. 33-61660) filed with the Securities and
Exchange Commisision by Benchmark Electronics, Inc. are incorporated herein by
reference.
This Registration Statement is filed solely to register additional securities of
the same class as the securities registered pursuant to the effective
Registration Statement referenced above relating to an employee benefit plan.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Angleton, State of Texas, on March 20, 1997.
BENCHMARK ELECTRONICS, INC.
By:/s/ DONALD E. NIGBOR
Donald E. Nigbor
President
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.
NAME POSITION DATE
_______________________ Chairman of the ______________
John C. Custer Board of Directors
/s/ DONALD E. NIGBOR Director and President March 20, 1997
Donald E. Nigbor (principal executive officer)
/s/ STEVEN A. BARTON Director and Executive March 20, 1997
Steven A. Barton Vice President
/s/ CARY T. FU Director and Executive March 20, 1997
Cary T. Fu Vice President (principal financial
and accounting officer)
/s/ PETER G. DORFLINGER Director March 20, 1997
Peter G. Dorflinger
/s/ GERALD W. BODZY Director MARCH 20, 1997
Gerald W. Bodzy
_______________________ Director ______________
David H. Arnold
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5 Opinion of Bracewell & Patterson, L.L.P. regarding the legality of
the shares of Common Stock covered by this Registration Statement.
23.1 Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
-4-
[Exhibit 5]
May 8, 1997
Benchmark Electronics, Inc.
3000 Technology Drive
Angleton, Texas 77515
Ladies and Gentlemen:
We have acted as counsel to Benchmark Electronics, Inc., a Texas corporation
(the "Company"), in connection with the proposed issuance by the Company of up
to an additional 800,000 shares (the "Shares") of Common Stock, par value $.10
per share, upon the exercise of options granted to employees of the Company
pursuant to the terms of the Company's Stock Option Plan, as amended (the
"Plan"). The Company has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (Registration No. 33-61660) relating to 300,000 shares of
Common Stock subject to the Plan and is filing a second Registration Statement
on Form S-8 relating to the Shares (the "Registration Statement").
We have examined originals or copies of (i) the Restated Articles of
Incorporation of the Company, (ii) the Amended and Restated Bylaws of the
Company, (iii) the Plan, (iv) certain resolutions of the Board of Directors of
the Company and (v) such other documents and records as we have deemed necessary
and relevant for purposes hereof. In addition, we have relied on certificates of
officers of the Company as to certain matters of fact relating to this opinion
and have made such investigations of law as we have deemed necessary and
relevant as a basis hereof.
We have assumed the genuineness of all signatures, the authenticity of all
documents, certificates and records submitted to us as originals, the conformity
to original documents, certificates and records of all documents, certificates
and records submitted to us as copies, and the truthfulness of all statements of
fact contained therein.
<PAGE>
Benchmark Electronics, Inc.
May 8, 1997
Page 2
Based upon the foregoing and subject to the limitations and assumptions set
forth herein and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized and when issued and paid for in accordance with the terms of the
Plan, for a consideration at least equal to the par value thereof, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is based on and is limited to the laws of the State of
Texas and the relevant of the United States of America, and we render no opinion
with respect to the law of any other jurisdiction. We hereby consent to the
filing of this opinion with the Commission as Exhibit 5 to the Registration
Statement.
Very truly yours,
Bracewell & Patterson, L.L.P.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 24, 1997 included in Benchmark
Electronics, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1996.
KPMG PEAT MARWICK LLP
Houston, Texas
May 9, 1997
