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As filed with the Securities and Exchange Commission on October 10, 2000
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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SOFTWARE SPECTRUM, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 75-1878002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2140 MERRITT DRIVE 75041
GARLAND, TEXAS (Zip Code)
(Address of Executive Offices)
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SOFTWARE SPECTRUM, INC. AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ROBERT D. GRAHAM
VICE PRESIDENT AND GENERAL COUNSEL
SOFTWARE SPECTRUM, INC.
2140 MERRITT DRIVE
GARLAND, TEXAS 75041
(972) 840-6600
(Name, address and telephone number, including area code, of agent for service)
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WITH COPIES TO:
LINDA A. WILKINS, ESQ.
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201-6776
CALCULATION OF REGISTRATION FEE
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TITLE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
-------------------------- ------------------ --------------------- ----------------------- ------------------------
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Common Stock, 150,000 shares $7.25 $1,087,500.00 $287.10
$.01 Par Value
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. Based on
the average of the high and low prices reported on the Nasdaq National Market on
October 6, 2000. In addition, pursuant to Rule 416 under the Securities Act
of 1933, as amended, this Registration Statement also covers shares of Common
Stock of the Company issuable to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
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EXPLANATORY NOTE
This Registration Statement is being filed to register additional shares of
Common Stock in connection with the Software Spectrum, Inc. Amended and Restated
Employee Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, the
contents of Registration Statement No. 33-50866 relating to the Plan described
herein are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Software Spectrum,
Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
(1) The Company's Form 10-K Annual Report filed July 31, 2000 with respect
to the fiscal year ended April 30, 2000 pursuant to Section 13(a) of
the Exchange Act;
(2) The Company's Form 10-Q Quarterly Report filed September 14, 2000 with
respect to the fiscal quarter ended July 31, 2000 pursuant to Section
13(a) of the Exchange Act;
(3) All other reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the report described in (1) above; and
(4) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on June 18, 1991 pursuant to Section 12 of the
Exchange Act, and all amendments thereto and reports that have been
filed for the purpose of updating such description.
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ITEM 8. EXHIBITS.
5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed as
Exhibit 5.1).
99.1 Software Spectrum, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 10.10 to the
Company's Form 10-K Annual Report, filed July 31, 2000, with
respect to the fiscal year ended April 30, 2000).
99.2* Amendment No. 1 to Software Spectrum, Inc. Amended and Restated
Employee Stock Purchase Plan.
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* Filed herewith
ITEM 9. UNDERTAKINGS.
The Company 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) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
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(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 paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
Company 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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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 therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection
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with the securities being registered, the Company 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.
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 Garland, State of Texas, on this 10th day of
October, 2000.
SOFTWARE SPECTRUM, INC.
By: /s/ ROBERT D. GRAHAM
------------------------------------
Robert D. Graham
Vice President of Strategic Relationships
and General Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Judy C. Odom and Robert D. Graham,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his 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 all 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 on and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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.
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SIGNATURES TITLE DATE
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/s/ JUDY ODOM Chairman of the Board and Chief September 21, 2000
------------------ Executive Officer (Principal
Judy Odom Executive Officer)
/s/ KEITH R. COOGAN President and Chief Operating September 21, 2000
------------------- Officer and Director
Keith R. Coogan
Vice President and Chief September 21, 2000
/s/ JAMES W. BROWN Financial Officer (Principal
------------------ Financial Officer and Principal
James W. Brown Accounting Officer)
/s/ MELLON C. BAIRD Director September 21, 2000
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Mellon C. Baird
/s/ BRIAN N. DICKIE Director September 21, 2000
-------------------
Brian N. Dickie
/s/ FRANK TINDLE Director September 21, 2000
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Frank Tindle
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion
filed as Exhibit 5.1).
24.1* Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Software Spectrum, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 10.10 to
the Company's Form 10-K Annual Report, filed July 31, 2000,
with respect to the fiscal year ended April 30, 2000).
99.2* Amendment No. 1 to Software Spectrum, Inc. Amended and
Restated Employee Stock Purchase Plan.
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* Filed herewith
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