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)
THE SCI SYSTEMS, INC.
1994 STOCK OPTION INCENTIVE PLAN
(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 1,300,000 $18.038(2) $23,449,400.00 (3) $8,086.00
shares(1)
(1) Representing the number of shares of common stock, $.10 par
value (the "Common Stock"), of the Company, to be issued and sold by
the Registrant upon the exercise of options granted or to be granted
under the Registrant's 1994 Stock Option Incentive Plan (the "1994
Plan"). This Registration Statement also covers such indeterminable
number of additional shares as may become issuable to prevent
dilution in the event of a stock split, stock dividend,
reclassification or other similar transaction pursuant to the terms
of the 1994 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
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. 0-2251).
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 6. Indemnification of Directors and Officers.
Article XII of the Company's By-Laws, as amended, and Article Tenth
of the Company's Second Restated Certificate of Incorporation, as
amended, set forth the extent to which the Company's directors and
officers may be indemnified by the Company against liabilities which
they may incur in such capacities. Such indemnification is authorized
by Section 145 of the General Corporation Law of Delaware. These
provisions generally provide that the directors and officers of the
Company, their heirs, executors and administrators, will be
indemnified by the Company against expenses reasonably incurred in
connection with any action, suit or proceeding to which a director or
officer may be made a party by reason of his serving in such capacity,
except in relation to matters where such director or officer may be
finally adjudged to have been liable for negligence or misconduct. In
the event of a settlement of any such action, suit or proceeding,
indemnification will be provided only in connection with those matters
as to which the Company is advised by counsel that the person to be
indemnified did not commit a breach of duty to the Company. Article
Fifteenth of the Company's Second Restated Certificate of
Incorporation also provides that no director of the Company will be
liable to the company or to the Company's stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability arising from a breach of the duty of loyalty, a failure to
act in good faith, intentional misconduct, a knowing violation of law,
an improper personal benefit or liability under Section 174 of the
Delaware General Corporation Law.
The Company maintains directors and officers liability insurance
policies covering claims made against its directors and officers for
certain wrongful acts done in such capacities and providing
reimbursement to the Company for its indemnification of its directors
and officers in respect of such claims.
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.
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 the 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 accountants.
24 Power of Attorney (see signature page to this Registration
Statement).
Item 9. 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 the 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 the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (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 periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.
(b) The undersigned Registrant hereby undertakes that, for
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 (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 the
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.
(h) 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 foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
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 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.
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 9th day of December, 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: 8/10/94
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
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
SCI Systems, Inc. 1994 Stock Option Incentive Plan (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 1,300,000 shares (the
"Shares") of common stock, $.10 par value, of the Company, to be issued and
sold by the Company upon the exercise of options granted to certain 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 grants of stock options pursuant to the
Plan 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 upon the exercise of
options 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 SCI Systems, Inc. 1994 Stock Option Incentive
Plan and to the incorporation by reference therein of our report 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, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Birmingham, Alabama
December 8, 1994
