As filed with the Securities and Exchange Commission on December 9, 1994
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SCI SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 63-0583436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 West Clinton Avenue, Huntsville, Alabama 35805
(Address of principal executive offices and zip code)
SAVINGS PLAN OF THE
SCI SYSTEMS, INC.
EMPLOYEE FINANCIAL SECURITY PROGRAM
(Full Title of the Plan)
Olin B. King, Chairman
SCI Systems, Inc. c/o
SCI Systems (Alabama), Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
(Name and address of agent for service)
(205) 882-4800
(Telephone number, including area code, of agent for service)
Copy to:
J. Stephen Hufford, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock
$.10 par value 500,000 $18.038(2) $9,018,750.00(3) $3,110.00
shares(1)
(1) Representing the number of shares of common stock, $.10 par
value (the "Common Stock"), of the Company that would be issued
under the Savings Plan of the SCI Systems, Inc. Employee Financial
Security Program (the "Plan") if all employee and employer
contributions were invested in Common Stock at $18.038 per share,
which is the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market for the last five
business days ended December 8, 1994. This Registration Statement also
covers such indeterminable number of additional shares of Common Stock as may
become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction.
Under cover of a separate Registration Statement on Form S-8
(Registration No. 2-86230), the Registrant has previously registered
682,601 shares (and an indeterminable number of Plan interests
related thereto) subject to issuance under the Plan.
(2) The average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market for the last five
business days ended December 8, 1994.
(3) The aggregate offering price is calculated solely for the
purpose of determining the registration fee pursuant to Rule
457(h)(1) under the Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
the Instructions to the Registration Statement on Form S-8 will be
sent or given to employees of the Registrant as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as set forth below, the contents of the Registration
Statement on Form S-8 (Registration No. 2-86230) filed by the
Registrant on March 11, 1988 are hereby incorporated by reference
pursuant to General Instruction E to Form S-8.
The following opinion and consents are filed with this
Registration Statement:
- Opinion of Michael M. Sullivan, Esq., the Registrant's General
Counsel, with respect to the securities being registered;
- Consent of Counsel (included in opinion of Michael M. Sullivan,
Esq.); and
- Consent of independent auditors.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
- The Registrant's Annual Report on Form 10-K for the year
ended June 30, 1994 (File No. 0-2551).
- The Plan's Annual Report on Form 11-K for the year ended
December 31, 1993.
All documents subsequently filed by the Registrant 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 that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement pursuant to Item 601 of
Regulation S-K:
Exhibit No. Description
4.1 Registrant's Second Restated Certificate of Incorporation, as
amended. Incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 relating to
securities to be offered pursuant to the Savings Plan of the SCI
Systems, Inc. Employee Financial Security Program (Registration
No. 2-86230).
4.1(a) Amendment to Registrant's Second Restated Certificate of
Incorporation.
4.2 Bylaws of the Registrant, as amended. Incorporated herein by
reference to Exhibit 4(e) to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-12115, as amended).
5 Opinion of Counsel, Michael M. Sullivan, Esq.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature page to this Registration
Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Huntsville,
State of Alabama, on this the 10th day of August, 1994.
SCI SYSTEMS, INC.
By: /s/ Olin B. King
Olin B. King
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Olin B. King as his true and
lawful attorney-in-fact and agent, 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 other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, could lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
/s/Olin B. King Chairman of the Board Date: 8/10/94
Olin B. King of Directors and Chief
Executive Officer
/s/A. Eugene Sapp, Jr. Director, President and Date: 8/9/94
A. Eugene Sapp, Jr. Chief Operating Officer
/s/Olin B. King Acting Treasurer and Date: 8/9/94
Olin B. King Acting Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Howard H. Callaway Director Date: 8/9/94
Howard H. Callaway
/s/Jackie M. Ward Director Date: 8/8/94
Jackie M. Ward
/s/William E. Fruhan Director Date: 8/9/94
William E. Fruhan
/s/Wayne Shortridge Director Date: 8/9/94
Wayne Shortridge
/s/Joseph C. Moquin Director Date: 8/8/94
Joseph C. Moquin
/s/G. Robert Tod Director Date: 8/9/94
G. Robert Tod
Pursuant to the requirements of the Securities Act, the Plan
Administrator has duly caused this Registration Statement to e signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Huntsville, State of Alabama, on this the 9th day of
December, 1994.
THE SAVINGS PLAN
OF THE SCI SYSTEMS, INC.
EMPLOYEE FINANCIAL SECURITY PROGRAM
By: /s/ Michael M. Sullivan
Title: Corporate Secretary
Exhibit 5 and 23.1 - Opinion and Consent of Counsel
December 6, 1994
SCI Systems, Inc.
2101 Clinton Avenue
Huntsville, Alabama 35805
RE: Registration Statement on Form S-8
Savings Plan of the SCI Systems, Inc. Employee Financial
Security Program (the "Plan")
Ladies and Gentlemen:
I have served as counsel for SCI Systems, Inc., a Delaware Corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of 500,000 shares (the
"Shares") of common stock, $.10 par value, of the Company, to be purchased
by employees of the Company pursuant to the Plan.
I have examined and am familiar with originals or copies (certified,
photostatic or otherwise identified to my satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the Shares as I have deemed necessary and
advisable. In such examinations, I have assumed the genuineness of all
signatures on all originals and copies of documents I have examined, the
authenticity of all documents submitted to me as originals and the conformity
to original documents of all certified, conformed or photostatic copies. As
to questions of fact material and relevant to my opinion, I have relied upon
certificates or representations of Company officials and of appropriate
governmental officials.
I express no opinion as to matters under or involving laws of any
jursidiction other than the corporate law of the State of Alabama.
Based upon and subject to the foregoing and having regard for such
legal considerations as I have deemed relevant, it is my opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment therefor
as provided in the Plan and as contemplated in the Registration Statement,
such Shares will be legally and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Michael M. Sullivan
Michael M. Sullivan
Secretary/Corporate Counsel
Exhibit 23.2- Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Savings Plan of the SCI Systems, Inc. Employee
Financial Security Program and to the incorporation by reference therein of
our reports (a) dated August 4, 1994, with respect to the consolidated
financial statements of SCI Systems, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended June 30, 1994 and the
related financial statement schedules included therein and (b) dated
June 15, 1994, with respect to the financial statements and schedules of
the Savings Plan of the SCI Systems, Inc. Employee Financial Security Program
included in the Plan's Annual Report (Form 11-K), for the year ended
December 31, 1993, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Birmingham, Alabama
December 8, 1994
