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)
SCI SYSTEMS, INC. BOARD OF DIRECTORS DEFERRED COMPENSATION 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(1) Registered(2) Per Share(3) Price(3) Registration Fee
Common Stock, par
value $.10 per 200,000 $54.8125 $11,362,500.00 $3,158.78
share
</TABLE>
(1) Includes the associated deferred compensation plan obligations, which
are unsecured obligations of the Registrant to pay benefits in the
future in accordance with the terms of the SCI Systems, Inc. Board of
Directors Deferred Compensation Plan (the "Plan").
(2) Representing the number of shares of common stock, $.10 par value per
share (the "Common Stock"), of the Registrant that could be issued to
participants in the Plan as payment of the value of participants'
accounts in such Plan.
(3) 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.
<PAGE>
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").
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended June 30, 1998
(Commission File No. 001-12821); and
(2) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (Commission File No. 001-12821).
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the date upon which this offering is terminated shall be deemed to be
incorporated by reference herein and to be part hereof from the date any such
document is filed.
ITEM 4. DESCRIPTION OF SECURITIES.
The Deferred Compensation Plan Obligations (the "Obligations") are
unsecured general obligations of the Registrant to pay benefits in the future
in accordance with the terms of SCI Systems, Inc. Board of Directors Deferred
Compensation Plan (the "Plan").
Under the Plan, a participant may elect to defer a portion of his or
her compensation otherwise payable to the participant by the Registrant for
attendance at meetings of the Board of Directors of the Registrant or
a committee thereof. The value of the participant's account under the Plan,
including dividends, will be determined quarterly on the last trading day of
each calendar quarter and on the date of the participant's termination of
service as a member of the Board of Directors of Registrant. The value of a
participant's account shall be determined based upon the average high and low
prices for Registrant's Common Stock listed in the composite tables in The
Wall Street Journal for the valuation date.
Benefits under the Plan are generally payable upon termination of
employment, retirement or death. The form of payment will be payable in whole
shares of the Registrant's Common Stock (and in cash to the extent of any
fractional shares) in a single payment.
Under the Plan, a participant's right to the Obligations cannot be
transferred, assigned, subject to garnishment, attachment or other legal
equitable process without the prior written consent of the Registrant or by
operation of law. The Registrant has established a trust to hold assets,
subject to the claims of Registrant's creditors in the event of Registrant's
insolvency, which shall be used to satisfy the Registrant's financial
liability for the Obligations. The trustee has the power to invest and
reinvest the principal and income of the trust and keep it invested, without
distinction between principal and income, in any security or property as it,
in its sole discretion, deems advisable.
The Registrant may modify, amend or terminate the Plan at any time.
No such modifications or amendment shall have the effect of retroactively
changing or depriving any participants of benefits already accrued under the
Plan.
All benefits provided under the Plan will be paid from the general
assets of the Registrant and no separate fund has been established to secure
payment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael M. Sullivan, Esq., Huntsville, Alabama, has rendered an
opinion regarding the legality of the securities registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XII of the Company's Bylaws, 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 the 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 a duty of loyalty, a failure to act in good faith,
intentional misconduct, a knowing violation of the law, an improper personal
benefit or liability under Section 174 of the General Corporation Law of
Delaware.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference herein:
Exhibit
Number Description
3.1 Registrant's Second Restated Certificate of Incorporation, as
amended, and Certificate of Amendment of the Second Restated
Certificate of Incorporation as filed with the Secretary of State
of the State of Delaware on January 26, 1996. (Incorporated herein
by reference to Exhibit 4.1 to Registrant's Registration Statement
on Form S-3 (File No.333-05917), as amended).
3.2 By-laws of the Registrant, as amended. (Incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration Statement on
Form S-3 (File No. 333-05917) as amended).
4.1 Second Restated Certificate of Incorporation, filed as Exhibit 3.1,
and By-laws of Registrant, as amended, filed as Exhibit 3.2, are
incorporated herein by reference.
4.2 Indenture dated as of April 23, 1996, between the Company and PNC
Bank, Kentucky, Inc., as Trustee, relating to the Company's 5%
Convertible Subordinated Notes Due 2006 (Incorporated herein by
reference to Exhibit 4.3 to the Registration Statement on Form S-3
(File No. 333-05917, 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 pages 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 of 1933, as amended (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 Securities Exchange
Act of 1934, as amended (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.
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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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 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 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 to the
questions 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 18th day of
January, 1999.
SCI SYSTEMS, INC.
By: /s/Olin B. King
Olin B. King
Chairman and Chief Executive Officer
<PAGE>
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.
<TABLE>
<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,
Accounting 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>
EXHIBIT INDEX
Exhibit
Number Description
3.1 Registrant's Second Restated Certificate of Incorporation, as
amended, and Certificate of Amendment of the Second Restated
Certificate of Incorporation as filed with the Secretary of State
of Delaware on January 26, 1996.(Incorporated herein by reference
to Exhibit 4.1 to Registrant's Registration Statement on Form S-3
(File No.333-05917), as amended).
3.2 By-laws of the Registrant, as amended. (Incorporated herein by
reference to Exhibit 4.2 to Registrant's Registration Statement
on Form S-3 (File No.333-05917) as amended).
4.1 Second Restated Certificate of Incorporation, filed as Exhibit
3.1, and By-laws of Registrant, as amended, filed as Exhibit 3.2,
are incorporated herein by reference.
4.2 Indenture dated as of April 23, 1996, between the Company and PNC
Bank, Kentucky, Inc., as Trustee, relating to the Company's 5%
Convertible Subordinated Notes Due 2006 (Incorporated herein by
reference to Exhibit 4.3 to the Registration Statement on Form
S-3 (File No. 333-05917, 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 pages to this
Registration Statement).
January 29, 1999
EXHIBIT 5
SCI SYSTEMS , INC.
2101 West Clinton Avenue.
P.O. Box 1000
Huntsville, Alabama 35807
(256) 882-4800
SCI Systems, Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
Re: Registration Statement on Form S-8
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 200,000 shares (the "Shares") of
Common Stock, par value $.10 per share, of the Company (includes the associated
deferred compensation plan obligations (the "Obligations") which are unsecured
obligations of the Company to pay benefits in the future in accordance with the
terms of the Plan (as herein defined)) to be issued pursuant to the SCI Systems,
Inc. Board of Directors Deferred Compensation Plan (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 and the validity of the Obligations
to be issued pursuant to the Plan as I have deemed necessary and advisable.
In all 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 state, local and federal
officials.
I express no opinion as to matters under or involving laws 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 (i) the Shares
have been duly authorized and that upon the issuance and delivery of the Shares
as provided in the Plan and as contemplated by the Registration Statement, such
Shares will be validly issued, fully paid and non-assessable, and (ii) the
Obligations, when issued by the Company in the manner provided for in the Plan,
will be validly issued and will constitute the valid and binding obligations of
the Company, enforceable against the Company in accordance with the terms of the
Plan, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization,
moratorium, and other laws of general applicability relating to or affecting
creditors' rights, and (ii) to general payables of equity, whether such
enforcement is considered in a proceeding in equity or law.
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 and General Counsel
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
pertaining to the SCI Systems, Inc. Board of Directors Deferred Compensation
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
