Registration No.: 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVNET, INC.
(Exact name of registrant as specified in its charter)
New York 11-1890605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Cutter Mill Road
Great Neck, New York 11021
(Address of Principal Executive Offices) (Zip Code)
AVNET 1996 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Raymond Sadowski David R. Birk
Senior Vice President Senior Vice President and
and Chief Financial Officer General Counsel
Avnet, Inc. Avnet, Inc.
80 Cutter Mill Road 80 Cutter Mill Road
Great Neck, NY 11021 Great Neck, NY 11021
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
Title of Securies Amount to Proposed Proposed
to be registered be registered Maximum Maximum
offering aggregate Amount of
price per offering Registration
share* price* Fee
Common Stock, 1,000,000 $58.38 $58,380,000.00
$17,691.00
$1.00 par value shares
* Calculated pursuant to Rule 457(h), upon the basis of the average
of the high and low prices of a share of the Registrant's Common
Stock on November 26, 1996 as reported for New York Stock Exchange
composite transactions.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this registration statement: (a) the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 28, 1996 (Commission
File No. 1-4224); (b) the Registrant's Current Report on Form 8-K
dated September 26, 1996; (c) the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 27, 1996;
and (d) the description of the Registrant's Common Stock
contained in the registration statement for such Common Stock
filed under the Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all
securities covered hereby then remaining unsold, shall be deemed
to be incorporated by reference in and made a part of this
Registration Statement from the respective dates on which such
documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain matters with respect to the shares of Common Stock
being registered hereunder are being passed upon by David R.
Birk, Esq., whose opinion is filed as Exhibit 5.1 to this
Registration Statement. Mr. Birk is Senior Vice President and
General Counsel of the Registrant and is the beneficial owner of
1,175 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 54 of the Registrant's by-laws provides as follows:
54. A. The Corporation shall indemnify, and advance the
expenses of, any director, officer or employee to the full extent
permitted by the New York Business Corporation Law as the same
now exists or may hereafter be amended.
B. The indemnification and advancement of expenses
granted pursuant to this Section 54 shall not be exclusive or
limiting of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled when
authorized by (i) a resolution of shareholders, (ii) a resolution
of directors or (iii) an agreement providing for such
indemnification; provided that no indemnification may be made to
or on behalf of any such person if a judgment or other final
adjudication adverse to such person establishes that his acts
were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
C. No amendment, modification or rescission of these
By-Laws shall be effective to limit any person's right to
indemnification with respect to any alleged cause of action that
accrues or other incident or matter that occurs prior to the date
on which such modification, amendment or rescission is adopted.
Section 721 of the New York Business Corporation Law (the
"B.C.L.") provides that no indemnification may be made to or on
behalf of any director or officer of the Registrant if "a
judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage
to which he was not legally entitled." Section 54B of the
Registrant's By-laws includes the foregoing statutory language.
The rights granted under section 54 of the By-laws are in
addition to, and are not exclusive of, any other rights to
indemnification and expenses to which any director or officer may
otherwise be entitled. Under the B.C.L., a New York corporation
may indemnify any director or officer who is made or threatened
to be made a party to an action by or in the right of such
corporation against "amounts paid in settlement and reasonable
expenses, including attorneys' fees," actually and necessarily
incurred by him in connection with the defense or settlement of
such action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which he
reasonable believed to be in the best interests of the
corporation, except that no indemnification shall be made in
respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or
matter as to which such director or officer shall have been
adjudged liable to the corporation, unless and only to the extent
that a court determines that the director or officer is fairly
and reasonably entitled to indemnity (B.C.L. Section 722(c)). A
corporation may also indemnify directors and officers who are
parties to other actions or proceedings (including actions or
proceedings by or in the right of any other corporation or other
enterprise which the director or officer served at the request of
the corporation) against "judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees,"
actually or necessarily incurred as a result of such actions or
proceedings, or any appeal therein, provided the director or
officer acted in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation (or in
the case of service to another corporation or other enterprise at
the request of such corporation, not opposed to the best
interests of such corporation) and, in criminal cases, that he
also had no reasonable cause to believe that his conduct was
unlawful (B.C.L. Section 722(a)). Any indemnification under
Section 722 may be made only if authorized in the specific case
by disinterested directors, or by the board of directors upon the
opinion in writing of independent legal counsel that
indemnification is proper, or by the shareholders (B.C.L. Section
723(b)), but even without such authorization, a court may order
indemnification in certain circumstances (B.C.L. Section 724).
Further, any director or officer who is "successful, on the
merits or otherwise," in the defense of an action or proceeding
is entitled to indemnification as a matter of right (B.C.L.
Section 723(a)).
A New York corporation may generally purchase insurance,
consistent with the limitation of New York insurance law and
regulatory supervision, to indemnify the corporation for any
obligation which it incurs as a result of the indemnification of
directors and officers under the provisions of the B.C.L., so
long as no final adjudication has established that the directors'
or officers' acts of active and deliberate dishonesty were
material to the cause of action so adjudicated or that the
directors or officers personally gained in fact a financial
profit or other advantage (B.C.L. Section 726).
The Registrant's directors and officers are currently
covered as insureds under directors' and officers' liability
insurance. Such insurance, subject to annual renewal and
certain rights of the insurer to terminate, provides an aggregate
maximum of $50,000,000 of coverage for directors and officers of
the Registrant and its subsidiaries against claims made during
the policy period relating to certain civil liabilities,
including liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion and Consent of David R. Birk, Esq.
23.1 Consent of David R. Birk, Esq. (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP, Independent
Accountants.
24.1 Powers of Attorney.
99 Avnet 1996 Incentive Stock Option Plan
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;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this 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 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(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) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in item 6 above 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 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 Act and will be governed by the final adjudication of such
issue.<PAGE>
S I G N A T U R E
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 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
Town of Great Neck, State of New York, on December 4, 1996.
AVNET, INC.
By: s/ Leon Machiz
Leon Machiz, Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of
1933 this Registration Statement has been signed below on
December 4, 1996 by the following persons in the capacities
indicated.
s/ Leon Machiz
Leon Machiz
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
s/ Raymond Sadowski
Raymond Sadowski
Senior Vice President, Chief
Financial Officer and Assistant
Secretary
(Principal Financial Officer)
s/ John F. Cole
John F. Cole
Controller
(Principal Accounting Officer)
*
Roy Vallee
President, Chief Operating
Officer,
Vice Chairman of the Board and
Director
*
Eleanor Baum, Director
*
Gerald J. Berkman, Director
*
Joseph F. Caligiuri, Director
*
Sylvester D. Herlihy, Director
*
Ehud Houminer, Director
*
Salvatore J. Nuzzo, Director
*
Frederic Salerno, Director
*
David Shaw, Director
*
Keith Williams, Director
*
Frederick S. Wood, Director
*By: s/ Raymond Sadowski
Raymond Sadowski
Attorney-in-Fact<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
5.1 Opinion and Consent of David R. Birk, Esq. 8
23.1 Consent of David R. Birk (included in Exhibit 5.1) 8
23.2 Consent of Arthur Andersen LLP, Independent
Accountants 9
24.1 Powers of Attorney 10-20
99 Avnet 1996 Incentive Stock Option Plan 21-28
<PAGE>
Exhibit 5.1
December 4, 1996
Avnet, Inc.
80 Cutter Mill Road
Great Neck, New York 11021
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Avnet, Inc. (the
"Company") with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares (the "Shares") of the Common Stock
of the Company for delivery under the Avnet's 1996 Incentive
Stock Option Plan (the "Plan"). The Shares may be either
authorized but heretofore unissued shares or may be delivered out
of the treasury of the Company.
I have examined such documents as I considered necessary for
the purposes of this opinion. Based on such examination, it is
my opinion that up to 1,000,000 heretofore unissued Shares which
may be the subject of options granted under the Plan, when paid
for in accordance with the terms of the Plan and the options
granted thereunder, will be legally issued, fully-paid and non-
assessable under the laws of the State of New York (the state of
incorporation of the Company).
I consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
s/ David R. Birk
David R. Birk
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated July 31, 1996 included in Avnet, Inc.'s Annual
Report on Form 10-K for the year ended June 28, 1996, and to all
references to our firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
New York, New York
December 4, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Joseph F. Caligiuri
Joseph F. Caligiuri, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Sylvester D. Herlihy
Sylvester D. Herlihy
Senior Vice President, Secretary and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Frederick S. Wood
Frederick S. Wood, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Eleanor Baum
Eleanor Baum, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Roy Vallee
Roy Vallee
President, Chief Operating Officer,
Vice Chairman of the Board and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ David Shaw
David Shaw, Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Salvatore J. Nuzzo
Salvatore J. Nuzzo, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Frederic Salerno
Frederic Salerno, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Gerald J. Berkman
Gerald J. Berkman, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Ehud Houminer
Ehud Houminer, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
David R. Birk and Raymond Sadowski, and each of them, his
attorneys-in-fact and agents with full power of substitution, to
execute for him and in his behalf in any and all capacities this
Registration Statement, any amendments thereto (including post-
effective amendments), and any other documents incidental
thereto, and to file the same, with all exhibits thereto and all
other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with the said filing, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of November, 1996.
s/ Keith Williams.
Keith Williams, Director
<PAGE>
Exhibit 99
AVNET, INC.
1996 Incentive Stock Option Plan
ARTICLE I
Purpose of the Plan
This 1996 Incentive Stock Option Plan (the "Plan") is
intended to advance the interests of the Company by assisting
Avnet and its Subsidiaries in attracting high caliber personnel
and in inducing such personnel to remain in their employ by
virtue of the additional incentive to promote the Company's
success which results from the possession of options to purchase
shares of Avnet's common stock, par value $1.00, and, if such
options are exercised, an equity interest in Avnet.
ARTICLE II
Definitions
The following words and phrases used herein shall
unless the context otherwise indicates, have the following
meanings:
1. "Avnet" shall mean Avnet, Inc.
2. "Board of Directors" and "Director" shall mean,
respectively, the board of directors of Avnet and any member
thereof.
3. "Code" shall mean the Internal Revenue Code of
1986, as amended.
4. "Committee" shall mean a committee charged with
administering this Plan. The Committee shall be appointed by the
Board of Directors. The Committee shall consist of three or more
Directors, none of whom is eligible to be granted Options under
this Plan, and who are "outside directors" within the meaning of
the regulations under Section 162(m) of the Code and "Non-
Employee Directors" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, shall have authority to grant
Options hereunder on such terms and subject to such conditions
(not inconsistent with the terms of this Plan) as such Committee
shall determine. The Committee shall have full authority to
construe this Plan, to prescribe and amend rules and regulations
relating hereto and to make all other determinations in the
administration hereof.
5. "Company" shall mean Avnet and all its
Subsidiaries.
6. "Eligible Employee" shall mean any regular full-
time employee of the Company (including any Director who is also
a regular full-time employee).
7. "Fair Market Value" when used with respect to a
particular date shall be the mean between the high and low sale
prices (as reported by the Consolidated Transactions Reporting
Service) at which shares of Avnet's common stock shall have been
sold on such date or, if such date is a date for which no trading
is so reported, on the next preceding date for which trading is
so reported.
8. "Incentive Stock Option" shall mean any option
granted to or held by an Eligible Employee pursuant to any Avnet
stock option plan, including the Plan, which meets the definition
of incentive stock option in Section 422(b) of the Code.
9. "Option" shall mean any option granted or held
pursuant to the provisions of this Plan.
10. "Option Agreement" shall mean the agreement
evidencing any Option hereunder. The Option Agreement may be in
any form (not inconsistent with this Plan) prescribed or accepted
by the Committee.
11. "Optionee" shall mean any person who at the time
in question holds any Option which then remains unexercised in
whole or in part and has not expired or been surrendered or
terminated. The term "Optionee" shall include any Successor
Optionee.
12. "Plan" shall mean this stock option plan.
13. "Stock" shall mean the common stock of Avnet as
presently constituted subject to the anti-dilution provisions set
forth in Article VIII hereof.
14. "Subsidiary" shall mean any corporation, the
majority of the total combined voting power of all classes of
capital stock of which shall at the time in question be owned by
Avnet and/or any Subsidiary of Avnet.
15. "Successor Optionee" shall mean any person who
shall have acquired the right to exercise any Option by will or
the law of descent and distribution under the provisions of
Article VI hereof.
ARTICLE III
Shares Reserved for the Plan
1. Subject to the anti-dilution provisions set forth
in Article VIII hereof, the maximum number of shares of Stock
which may be delivered by Avnet pursuant to the exercise of
Options shall be one million (1,000,000). At no time shall there
be outstanding Options for the purchase of more than one million
(1,000,000) shares of Stock (subject to said anti-dilution
provisions) less such aggregate number of shares of Stock as have
previously been delivered pursuant to the exercise of Options.
Over the term of the Plan, no Eligible Employee shall receive
Options for the purchase of more than 150,000 shares of Stock
(subject to said anti-dilution provisions) less such aggregate
number of shares of Stock as are subject to Options which were
previously granted to such Eligible Employee, whether or not
exercised, and whether or not cancelled. If, after grant, the
exercise price of an Option is reduced, the transaction shall be
treated as a cancellation of the Option and the grant of a new
Option.
2. In the discretion of the Committee and with the
consent of the Board of Directors, the shares of Stock subjected
to Options may consist of authorized but unissued shares of Stock
and/or shares of Stock held in Avnet's treasury.
3. If any Option shall be surrendered or for any
other reason shall terminate or expire in whole or in part, the
shares of Stock covered by such Option immediately prior to such
surrender, termination or expiration shall thereupon be added to
the shares of Stock otherwise available for subjection to Options
hereunder.
ARTICLE IV
Administration of the Plan
1. This Plan shall be administered by the Committee
which shall have full power to construe and interpret the Plan
and to establish and amend rules and regulations for its
administration.
2. In addition to the foregoing (and without limiting
the generality thereof), the Committee shall have plenary
authority (subject to the provisions of Article II, III, V and VI
hereof) in its discretion to determine the time or times at which
Options shall be granted, the Eligible Employees to whom Options
shall be granted, the duration of each such Option, the number of
shares of Stock to be covered by each such Option, the time when
each such Option shall become exercisable and whether each such
Option shall be exercisable in whole or in installments on a
cumulative or non-cumulative basis. The granting of Options by
the Committee shall be entirely discretionary; the terms and
conditions (not inconsistent with this Plan) prescribed or
approved for any Option Agreement shall similarly be within the
discretion of the Committee, and nothing in this Plan shall be
deemed to give any Eligible Employee any right to receive
Options.
3. In the event of a public solicitation of tenders
of 50% or more of the then outstanding Stock (known
conventionally as a "tender offer") by any person, firm or
corporation other than the Company, the Committee is also
specifically authorized to accelerate exercisability of any or
all Options held by Optionees then employed by the Company so
that such Options will immediately become exercisable in full;
however, such accelerated exercisability shall continue in effect
only until the expiration, termination or withdrawal of such
"tender offer," whereupon such Options will be (and continue
thereafter to be) exercisable only to the extent that they would
have been exercisable if no such acceleration of exercisability
had been authorized.
4. A majority of the members of the Committee ( but
not less than two) shall constitute a quorum, and all acts,
decisions or determinations of the Committee shall be by majority
vote of such of its members (but not less than two) as shall be
present at a meeting duly held at which a quorum is present. Any
act, decision or determination of the Committee reduced to
writing and signed by a majority of its members (but not less
than two) shall be fully as effective as if it had been made,
taken or done by vote of such majority at a meeting duly called
and held.
5. The Committee shall deliver a report to the Board
of Directors with reasonable promptness following the taking of
any action(s) in the administration of this Plan which report
shall set forth in full the action(s) so taken. The Committee
shall also file such other reports and make such other
information available as may from time to time be prescribed by
the Board of Directors.
6. Anything in this Plan to the contrary
notwithstanding, the Committee is not authorized hereunder to
grant Options to an Eligible Employee who owns at the time of
grant voting securities of Avnet possessing more than 10% of the
total combined voting power of all classes of the voting
securities of Avnet unless at the time such option is granted,
the option price is at least 110% of the Fair Market Value of the
Stock subject to the Option and such Option by its terms is not
exercisable after the expiration of five years from the date of
grant.
ARTICLE V
Award and Modification of Options
1. Options may be granted by the Committee to
Eligible Employees from time to time in its discretion on or
after January 1, 1997 and prior to December 31, 2006 or the
earlier termination hereof as provided in Article IX.
2. Subject to the provisions of Article IX, during
the period when any Option is outstanding the Committee may
modify the terms of such Option, including the purchase price,
with respect to the unexercised portion thereof for such
consideration as may be deemed adequate by it and with the prior
consent of the Optionee.
3. Promptly after the granting of any Option to an
Eligible Employee or the modification of any outstanding Option,
the Committee shall cause the Eligible Employee or the Optionee
to be notified of such action and shall cause Avnet to deliver to
the Eligible Employee or Optionee an Option Agreement (which
Option Agreement is to be signed on behalf of Avnet by an officer
of Avnet with appropriate authorization therefor) to evidence the
Option so granted or modified and the terms and conditions
thereof.
4. The date on which the Committee approves the
granting of any Option or approves the modification of any
outstanding Option shall be deemed the date on which such Option
is granted or modified, regardless of the date on which the
Option Agreement evidencing the same is executed.
ARTICLE VI
Terms and Conditions of Options
Each Option granted by the Committee, and each
modification thereof as evidenced by such Option Agreement is
intended to qualify and shall be treated as an "incentive stock
option" within the definition thereof contained in the Code as in
effect at the date of granting or modifying the same:
1. The purchase price per share of Stock upon the
exercise of each Option shall be at least 100% of the Fair Market
Value of the Stock at the date of the granting thereof.
2. No part of any Option shall become exercisable
until at least six months from the date on which such Option was
granted. To the extent that any Option shall have become
exercisable, such Option may thereafter be exercised by the
Optionee in whole at any time or in part from time to time prior
to the surrender, expiration or termination of such Option. Each
Option shall expire and cease to be exercisable on the date
designated in the applicable Option Agreement, which date may be
no later than the day prior to the tenth anniversary of the date
of granting thereof.
3. No Option shall be assignable or transferable by
an Optionee except in the event of the death of the Optionee, nor
shall any Option be exercisable during the lifetime of the
Optionee except by the Optionee. In the event of the death,
while in the employ of the Company, of any Optionee to whom an
Option was originally granted, such Option shall remain
exercisable (unless such Option shall sooner be surrendered or
expire) within one year of the date of death of such original
Optionee but in no event later than the day the option is due to
expire under the terms of the grant, but only (a) by the person
or persons to whom the right to exercise such Option shall have
passed by will or the laws of descent and distribution and (b) if
and to the extent that such Option shall have been exercisable by
such original Optionee at such date of death. At the end of the
aforesaid period, such Option (unless it shall sooner have been
surrendered or have expired) shall terminate and cease to be
exercisable.
4. In the event that any Optionee to whom an Option
was originally granted shall cease to be employed with the
Company for any reason other than death, disability, retirement
or other reason determined by the Committee in its sole
discretion, each Option theretofore granted to such Optionee
shall terminate and cease to be exercisable upon such cessation
of employment. In the event that any Optionee to whom an Option
was originally granted shall cease to be employed by the Company
due to disability, retirement or other reason determined by the
Committee in its sole discretion, each Option theretofore granted
to such Optionee shall remain exercisable for a period not
exceeding three months after the date of such cessation of
employment but in no event later than the day the option expires
under the terms of the grant but only (a) by such original
Optionee or by the person or persons to whom the right to
exercise such Option shall have passed by will or the laws of
descent and distribution and (b) if and to the extent that such
Option was exercisable by such original Optionee at such date of
cessation of employment. At the end of the aforesaid period,
such Option (unless it shall sooner have been surrendered or have
expired) shall terminate and cease to be exercisable.
ARTICLE VII
Additional Terms and Provisions
1. To the extent that any Option shall have become
exercisable as provided in Article V or Article VI above, such
Option may be exercised by the Optionee at any time and from time
to time by written notice to Avnet stating the number of shares
of Stock with respect to which such Option is being exercised
accompanied by payment in full therefor as prescribed below. As
soon as practicable after receipt of such notice, Avnet shall
deliver to the Optionee at the principal office of Avnet (or such
other place as Avnet may designate) a certificate or certificates
representing the shares of Stock acquired upon such exercise
without requiring payment of any transfer or issue tax by the
Optionee; provided, however, that the date for any such delivery
may be postponed by Avnet for such period as it may require in
the exercise of reasonable diligence (a) to register the shares
of Stock so purchased under the Securities Act of 1933, as
amended, and/or to obtain the opinions of counsel referred to in
clauses (B) and (E) of paragraph 4 below and (b) to comply with
the applicable listing requirement of any national securities
exchange or with any other requirements of law. If any Optionee
shall fail to accept delivery of all or any part of the shares of
Stock with respect to which such Option is being exercised upon
tender thereof, the right of such Optionee to exercise such
Option with respect to such unaccepted shares may, in the
discretion of the Committee, be terminated. Payment for the
Stock may be made (i) by check (certified, if so required by
Avnet) in the amount of the aggregate exercise price of the
portion of the Option being exercised or (ii) in the form of
certificates representing shares of Stock (duly endorsed or
accompanied by appropriate stock powers, in either case with
signature guaranteed if so required by Avnet) having, at the date
of receipt by Avnet of such certificates and the notice above
mentioned, a Fair Market Value equal to or in excess of such
aggregate exercise price or (iii) by a combination of check and
certificates for Stock.
2. This Plan shall not confer upon any Eligible
Employee or upon any Optionee any right with respect to
continuance of employment by the Company, nor shall it interfere
in any way with his or her right, or the Company's right, to
terminate his or her employment at any time.
3. No Optionee shall acquire or have any rights as a
shareholder of Avnet by virtue of any Option until the
certificates representing shares of Stock issued pursuant to the
exercise of such Option are delivered to such Optionee in
accordance with the foregoing terms of this Plan, but the rights
as a shareholder of each Optionee to whom certificates
representing shares of Stock are so delivered shall be deemed to
be the rights of a shareholder of record as of the date of giving
notice of the exercise of such Option and making delivery to
Avnet of the funds, certificates and/or other instruments as
provided in paragraph 1 above.
4. It is Avnet's present intention to register under
the Securities Act of 1933 as amended, the shares of Stock which
may be delivered pursuant to the exercise of Options granted
under this Plan. However, any provisions in this Plan to the
contrary notwithstanding, Avnet shall not be obligated to sell or
deliver any shares of Stock pursuant to the exercise of any
Option unless (A)(i) such shares have at the time of such
exercise been registered under the Securities Act of 1933 as
amended, (ii) no stop order suspending the effectiveness of such
registration statement has been issued and no proceedings
therefor have been instituted or threatened under said Act and
(iii) there is available at the time of such exercise a
prospectus containing certified financial statements and other
information meeting the requirements of Section 10(a) of said
Act, or (B) Avnet shall have received from its counsel an opinion
that registration of such shares under said Act is not required
and (C) such shares are at the time of such exercise or will be
upon official notice of issuance listed on each national
securities exchange on which the Stock is then listed, (D) the
prior approval of such sale has been obtained from any State
regulatory body having jurisdiction (but nothing herein contained
shall be deemed to require Avnet to register or qualify as a
foreign corporation in any State nor, except as to any matter or
transaction relating to the sale or delivery of such shares, to
consent to service of process in any State), and (E) Avnet shall
have received an opinion from its counsel with respect to
compliance with the matters set forth in clauses (A), (B), (C),
and (D) above.
ARTICLE VIII
Adjustments Upon Changes in Capitalization
1. In the event that the Stock shall be split up,
divided or otherwise reclassified into or exchanged for a greater
or lesser number of shares of Stock or into shares of Stock
and/or any other securities by reason of recapitalization,
reclassification, stock dividends, stock split or reverse split,
merger, combination of shares, spin-off, spin-out or other
distribution of assets to Shareholders or other reorganization,
the term "Stock" as used herein shall thereafter mean the number
and kind of shares or other securities into which the Stock shall
have been so split up, divided or otherwise reclassified or for
which the Stock shall have been so exchanged; and the remaining
number of shares of Stock which may in the aggregate thereafter
be sold pursuant to the exercise of Options (as specified in
paragraph 1 of Article III hereof) and the remaining number of
shares of Stock which may thereafter be sold pursuant to the
exercise of any Options then outstanding, shall be adjusted
accordingly.
2. In the event that the Stock shall be split up,
divided or otherwise reclassified or exchanged as provided in the
preceding paragraph, the purchase price per share of Stock upon
exercise of Options shall be correspondingly adjusted provided,
however, that no adjustment in the number or kind of securities
subject to outstanding Options as provided in the preceding
paragraph and no adjustment in the purchase price per share of
Stock upon the exercise of Options shall be made in such manner
as to constitute a "modification" of Options then outstanding as
defined in Section 424(h) of the Code, as such Section 424(h) is
in effect at the date of such adjustment.
3. Anything in this Article VIII to the contrary
notwithstanding, in the event that, upon any adjustment made in
accordance with paragraph 1 of this Article, the remaining number
of shares of Stock which may thereafter be sold pursuant to the
exercise of any Option then outstanding shall include a
fractional share of Stock, such fractional share of Stock shall
be disregarded for all purposes of this Plan, and the Optionee
holding such Option shall become entitled neither to purchase the
same nor to receive cash or scrip in payment therefor or in lieu
thereof.
ARTICLE IX
Amendment and Termination of the Plan
The Board of Directors may amend this Plan from time to
time as the Board may deem advisable and in the best interests of
Avnet and may terminate this Plan at any time (except as to
Options then outstanding hereunder); provided, however, that
unless approved by the affirmative vote of a majority of the
outstanding shares of capital stock of Avnet entitled to vote
thereon, at a meeting of the shareholders of Avnet duly called
and held for that purpose, no amendment to this Plan shall be
adopted which shall (a) affect the composition or functioning of
the Committee, (b) increase the aggregate number of shares of
Stock which may be delivered pursuant to the exercise of Options,
(c) decrease the minimum purchase price per share of Stock (in
relation to the Fair Market Value thereof at the respective dates
of grant) upon the exercise of Options or (d) extend the maximum
ten-year period within which an Option is exercisable or the
termination date of this Plan.
ARTICLE X
Shareholder Approval
This Plan shall be submitted to the Shareholders of
Avnet for their approval before December 31, 1996. No option
granted hereunder shall be exercisable until said approval shall
have been obtained. If the Shareholders do not approve this plan
before December 31, 1996, this Plan shall be annulled and all
options theretofore granted hereunder shall thereupon be void
without further action of Avnet.
