SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 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
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<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 $1,113,625,000.00 $31,587.75
share
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(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).
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 18th day of January, 1999.
SCI SYSTEMS, INC.
By:/s/ Olin B. King
Olin B. King
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints OLIN B. KING as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 or she 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.
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<S> <C> <C>
Signature Title Date
/s/ Olin B. King Chairman of the Board January 18,1999
Olin B. King and Chief Executive Officer
Officer (Principal Executive,
and Financial Officer)
/s/A. Eugene Sapp, Jr. Director, President January 18,1999
A. Eugene Sapp, Jr. and Chief Operating Officer
/s/Howard H. Callaway Director January 18, 1999
Howard H. Callaway
/s/Jackie M. Ward Director January 18,1999
Jackie M. Ward
/s/Wayne Shortridge Director January 18,1999
Wayne Shortridge
/s/William E. Fruhan Director January 18,1999
William E. Fruhan
/s/G. Robert Tod Director January 18,1999
G. Robert Tod
</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)
EXHIBIT 5
SCI SYSTEMS , INC.
2101 Wesrt 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
Secreatary and General Counsel
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
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
January 27, 1999
