Registration No. 333-71591
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Amendment No. 1)
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 Identification Number)
Incorporation or Organization)
2101 WEST CLINTON AVENUE
HUNTSVILLE, ALABAMA 35805
(Address of Principal Executive Offices) (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)
(256) 882-4800
(Telephone Number, Including Area Code, of Agent for Service)
COPIES OF COMMUNICATIONS TO:
ELIOT W. ROBINSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
SIXTEENTH FLOOR
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share(2) Price(2) Registration Fee
Common Stock, par
value $.10 per 2,000,000 $56.8125 $113,625,000.00 $31,587.75
share
</TABLE>
(1) The shares registered pursuant to this Registration Statement are to be
issued pursuant to the SCI Systems, Inc. 1994 Stock Option Incentive Plan (the
"1994 Plan"). The number of shares authorized for issuance under the 1994 Plan
was increased from 2,600,000 to 4,600,000 shares pursuant to a proposal
submitted to the annual meeting of the Registrant's stockholders held on October
23, 1998. The initial 2,600,000 shares issuable pursuant to the 1994 Plan were
previously registered pursuant to a separate Form S-8 Registration Statement,
and the appropriate filing fee was paid with respect to such shares at that
time. This Registration Statement registers the additional 2,000,000 shares
authorized for issuance under 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) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities
Act") and based on the closing price of the Registrant's Common Stock reported
on the New York Stock Exchange on January 28, 1999.
As required by the General Instruction to Item E for the use of the Form S-8
Registration Statement under the Securities Act ("Form S-8"), this registration
of additional shares under the 1994 Plan incorporates by reference the contents
of the original filing on Form S-8 of the Plan (File No. 33-56807).
(This amendment is to correct an inadvertent typing mistake concerning the
maximum aggregate offering price.)
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 this Form S-8 Registration Statement, and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Huntsville, State of
Alabama, on this 4th day of February, 1999.
SCI SYSTEMS, INC.
By:/s/ Olin B. King
Olin B. King
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Olin B. King Chairman of the Board February 4,1999
Olin B. King and Chief Executive Officer
Officer (Principal Executive,
and Financial Officer)
* Director, President
A. Eugene Sapp, Jr. and Chief Operating Officer
* Director
Howard H. Callaway
* Director
Jackie M. Ward
* Director
Wayne Shortridge
* Director
William E. Fruhan
* Director
G. Robert Tod
* Pursuant to Power of Attorney
By:/s/ Olin B. King
Olin B. King
Attorney-in-Fact
Dated: February 4, 1999
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No.: Description
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (See signature page to S-8,
Registration Statement No. 333-71591.)
EXHIBIT 5
SCI SYSTEMS , INC.
2101 West Clinton Avenue
P.O. Box 1000
Huntsville, Alabama 35807
(256) 882-4800
January 29, 1999
SCI Systems, Inc.
2101 W. Clinton Avenue
Huntsville, AL 35805
Re: Registration Statement on Form S-8 for
Amendment No. 1 to 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 a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of an additional 2,000,000 shares
(the "Shares") of common stock, $.10 par value ("Common Stock"), of the Company,
to be offered and sold by the Company pursuant to the Plan. The initial
2,600,000 Shares of Common Stock issuable pursuant to the Plan were previously
registered pursuant to a separate Registration Statement on Form S-8, and the
Registration Statement serves to register the additional 2,000,000 Shares
authorized for issuance under the Plan pursuant to a proposal submitted to the
annual meeting of the Company's stockholders held on October 23, 1998.
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 to be issued 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 the laws of any
jurisdiction other than the corporate law of the State of Delaware.
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 by the Registration
Statement, such Shares will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Michael M. Sullivan
Michael M. Sullivan
Secretary and General Counsel
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement (Form S-8 No. 333-71591) pertaining to the SCI Systems,
Inc. 1994 Stock Option Incentive Plan of our report dated August 3, 1998, 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, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Birmingham, Alabama
February 4, 1999