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)
1994 AVNET INCENTIVE STOCK PROGRAM
(Full title of the plan)
Raymond Sadowski David R. Birk
Senior Vice President and Senior Vice President 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
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed
securities to registered maximum maximum Amount of
be registered offering price aggregate registration
per share offering price fee
<S> <C> <C> <C> <C>
Common Stock, 350,000 $43.5875* $15,255,625* $5,261
$1.00 par value shares
</TABLE>
* 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 January 4, 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 30, 1995 (Commission File No. 1-4224);
(b) the Registrant's Current Report on Form 8-K dated
September 26, 1995; (c) the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 29,
1995; 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 1,093.6 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
Auditors.
24.1 Powers of Attorney.
99 1994 Avnet Incentive Stock Program
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
January 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 January 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
*
Howard Stein, Director
*
Keith Williams, Director
*
Frederick S. Wood, Director
*By:s/Raymond Sadowski
Raymond Sadowski
Attorney-in-Fact<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
5.1 Opinion and Consent of David R. Birk, Esq.
23.1 Consent of David R. Birk (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
24.1 Powers of Attorney
99 1994 Avnet Incentive Stock Program
Exhibit 5.1
January 3, 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 350,000 shares
(the "Shares") of the Common Stock of the Company for
delivery under the 1994 Avnet Incentive Stock Program
(the "Program"). 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 350,000
heretofore unissued Shares when issued in accordance with
the Program 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
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 August 4, 1995 included in
Avnet, Inc.'s Annual Report on Form 10-K for the year
ended June 30, 1995, and to all references to our firm
included in this Registration Statement.
s/Arthur Andersen
ARTHUR ANDERSEN LLP
New York, New York
January 4, 1996
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 25th day of August,
1995.
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 25th day of
August, 1995.
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 26th day of
August, 1995.
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 26th day of
August, 1995.
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 29th day of
August, 1995.
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 29th day of August,
1995.
s/ Howard Stein
Howard Stein, 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 29th day of
August, 1995.
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 31st day of
August, 1995.
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 31st day of
August, 1995.
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 27th day of
August, 1995.
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 29th day of
August, 1995.
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 31st day of
August, 1995.
s/ Keith Williams
Keith Williams, Director
Exhibit 99
1994 AVNET INCENTIVE STOCK PROGRAM
ARTICLE I
Purpose of the Program
This incentive stock program is intended to
supplement existing incentives for personnel employed or
retained by the Company. Such purpose is to be
accomplished through the allocation of shares of Avnet,
Inc. Stock for delivery (i) upon the achievement of goals
tailored to the functions and responsibilities of
individual employees or groups of employees, (ii) in
recognition of results actually achieved in an immediate
past fiscal period by individual employees or groups of
employees and (iii) upon the individual employees'
continuance in the employ of the Company for a pre-
determined period of time.
ARTICLE II
Definitions
The following words and phrases used herein shall,
unless the context otherwise indicates, have the
following meanings:
1. "Board of Directors" and "Director" shall
mean, respectively, the Board of Directors of Avnet, Inc.
and any member thereof.
2. "Code" shall mean the Internal Revenue
Code of 1986, as amended.
3. "Committee" shall mean a committee charged
with administering this Program, which Committee shall
(i) be appointed by the Board of Directors, and (ii)
consist of three or more non-employee Directors, none of
whom is eligible or at any time has been eligible to
participate in allocations of Shares under this Program,
and each of whom shall meet the requirements of an
"outside director" under Section 162(m) of the Code.
4. "Company" shall mean Avnet, Inc. and all
of its Subsidiaries.
5. "Eligible Employee" shall mean any regular
full-time employee of the Company (including any Director
who is also such a regular full-time employee).
6. "Executive Officer" shall mean any
Eligible Employee who is an executive officer of the
Company.
7. "Participant" shall mean an Eligible
Employee who is awarded Shares under this Program.
8. "Program" shall mean the 1994 Avnet
Incentive Stock Program, as herein set forth and as
amended from time to time.
9. "Shares" shall mean shares of Stock.
10. "Stock" shall mean the common stock of
Avnet, Inc., as presently constituted.
11. "Subsidiary" shall mean any corporation
80% of the total combined voting power of all classes of
capital stock of which shall at the time in question be
owned by Avnet, Inc. and any of its Subsidiaries.
ARTICLE III
Shares Reserved for the Program
1. The maximum number of Shares which may be
awarded to Eligible Employees under this Program shall be
350,000 Shares as presently constituted. In the event of
any change in the kind or number of outstanding Shares by
reason of a stock dividend, recapitalization, split-up,
combination of Shares or like capital adjustment, such
350,000 Share total shall be appropriately adjusted by
the Committee, whose determination in that regard shall
be conclusive.
2. The Shares awarded under this Program may,
in the discretion of the Committee and with the consent
of the Board of Directors, consist of authorized but
unissued Shares or Shares held in the treasury of Avnet,
Inc.
3. Any Shares which are awarded for delivery
hereunder, but which are forfeited prior to such
delivery, may thereafter again be awarded to Eligible
Employees hereunder.
ARTICLE IV
Administration of the Program
1. This Program shall be administered by the
Committee, which shall have the sole authority and full
power to construe and interpret the Program, to
establish, construe, amend and rescind rules and
regulations for its administration and to make all other
determinations necessary or advisable for administering
this Program.
2. 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 as shall
be present at a meeting duly held at which a quorum is so
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
effective as if it had been made, taken or done by vote
of such majority at a meeting duly called and held. The
determination of the Committee with respect to any matter
committed to its discretion in this Program shall be
conclusive.
3. 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 Program, 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.
ARTICLE V
Award and Delivery of Shares
1. At the end of each fiscal year of Avnet,
Inc., the Committee shall select the Eligible Employees
to whom an award of Shares shall be made. The Committee
shall have the authority, to be exercised in its sole
discretion, to determine (i) whether any particular
Eligible Employee shall be selected to receive an award,
(ii) the number of Eligible Employees to be selected to
receive awards, and (iii) the number of Shares to be
included in each award.
2. At the time an award of Shares is made,
the Committee may establish a period of time (the
"Vesting Period") applicable to such award, which Vesting
Period shall not be more than ten years. Each award of
Shares may have a different Vesting Period, and different
portions of the award may have different Vesting Periods.
The Committee may, in its sole discretion, at the time an
award is made, prescribe those events (including, without
limitation, the termination of such Participant's
employment) the occurrence of which during the Vesting
Period shall result in the complete or partial forfeiture
of the award of Shares.
3. Upon the expiration of the applicable
Vesting Period, without the occurrence of an event of
forfeiture, a stock certificate or certificates
representing the number of Shares which have vested shall
be registered in the name of the Participant and shall be
delivered, free and clear of all restrictions, except any
that may be imposed by law, to the Participant or, if the
Participant has died, to the Participant's beneficiary or
estate as the case may be.
4. Notwithstanding the foregoing, the Committee
may, in its sole discretion, waive the occurrence of an
event of forfeiture or accelerate the vesting and
delivery of Shares under an award.
5. The Board of Directors or the Executive
Committee thereof shall from time to time take all
necessary action to the end that all Shares delivered
under this Program shall have been validly issued and
shall be fully paid and non-assessable.
ARTICLE VI
Qualified Awards
1. At the beginning of each fiscal year, the
Committee shall determine which, if any, Executive
Officers, to whom it may award Shares pursuant to this
Program, is likely to be a "covered employee" having
"applicable employee remuneration" (including Shares
delivered under this Program) materially in excess of $1
million in any taxable year of the Company with the
result that Section 162(m) of the Code is likely to apply
to the delivery of all or a material portion of any
Shares which the Committee may award to such Executive
Officer with respect to such fiscal year.
2. If the Committee in its sole discretion
determines that there are one or more such Executive
Officers (the "Restricted Executives"), then the
Committee shall, for each such Restricted Executive, set
performance goals in writing, based on one or more
objective criteria applicable to the Company, chosen from
the following:
(i) earnings per share,
(ii) gross revenues,
(iii) pre-tax income,
(iv) net income after taxes,
(v) market price of the Shares, and
(vi) return on equity.
The objective criteria chosen pursuant to this paragraph
2 are hereinafter called the "Performance Goal." The
Performance Goal need not be the same for each Restricted
Executive. The Performance Goal must be fixed by the
Committee at a time when satisfaction of the Performance
Goal is substantially uncertain, and no later than 90
days after the commencement of the fiscal year to which
the Performance Goal relates, or, if the period of
service to which the Performance Goal relates is less
than the entire fiscal year, before 25% of the period of
service has elapsed.
3. The Committee shall determine, at the time the
Performance Goal is set, the number of Shares that will
be awarded to a Restricted Executive if (or to the extent
that) the Performance Goal is achieved. Prior to the
award of Shares to a Restricted Executive, the Committee
shall certify in writing that the Performance Goal has
been satisfied. An award pursuant to this Article is
hereinafter called a "Qualified Award." The Committee
shall have the discretion to reduce, but not to increase,
the number of Shares payable pursuant to a Qualified
Award.
4. The number of Shares awarded to a Restricted
Executive with respect to any fiscal year shall in no
event exceed 10,000 Shares.
5. Except as specifically provided in this
Article, Qualified Awards are subject to the general
provisions of this Program.
6. Uncapitalized terms used in this Article in
quotation marks have the meanings assigned to them under
Section 162(m) of the Code. The provisions of this
Article are intended to assure that Shares delivered
pursuant to Qualified Awards qualify for the performance-
based compensation exception of Section 162(m)(4)(C) of
the Code, and the Program and this Article should be
interpreted consistently therewith, and no amendment
shall be made to the Program which would have the effect
of disqualifying previously-made Qualified Awards for
such exception.
ARTICLE VII
Amendment of the Program
At any time and from time to time until this Program
shall have terminated, the Board of Directors may amend
the Program as the Board may deem advisable and in the
best interests of the Company and may terminate the
Program at any time provided, however, that unless
approved by the affirmative vote of a majority of the
outstanding shares of capital stock of Avnet, Inc.
entitled to vote thereon, at a meeting of the
shareholders of Avnet, Inc. duly called and held, no
amendment to the Program shall be adopted which shall (a)
affect the composition or functioning of the Committee,
(b) increase the aggregate number of Shares which may be
awarded hereunder, (c) extend the termination date
hereof, or (d) contravene paragraph 6 of Article VI.
ARTICLE VIII
Registration of Shares
The Company may delay the delivery of Shares
hereunder to any person or persons for such period as it
may deem necessary or advisable to effect compliance with
(or secure exemption from) the applicable provisions of
the Business Corporation Law of New York, the
registration requirements of the Securities Act of 1933,
the qualification or registration requirements of any
applicable state securities laws, any other applicable
statute, rule or regulation and the listing requirements
of the New York Stock Exchange and any other securities
exchange on which the Stock may at any time be listed,
and the Company may require, as a condition to the
delivery of such Shares, that the recipients thereof
execute and deliver such representations, agreements and
covenants in favor of the Company as the Committee may
deem necessary or advisable in order to comply with (or
secure exemption from) any of such requirements.
ARTICLE IX
Term
Unless earlier terminated by the Board of Directors,
this Program shall terminate (except as to awards
theretofore made and Shares theretofore delivered) on
December 31, 1999.
ARTICLE X
Shareholder Approval
This Program shall be submitted to the shareholders
of Avnet, Inc. for their approval at the 1994 annual
meeting of shareholders. If the shareholders do not
approve this Program, it shall be annulled and any awards
of Shares made hereunder shall thereupon be void without
further action of the Company or the Board of Directors.
ARTICLE XI
Miscellaneous
1. Each award of Shares under this Program may be
evidenced by and subject to a written agreement, executed
by the Participant and Avnet, Inc., which shall contain
such restrictions, terms and conditions as the Committee
may require.
2. The Company may make such provisions and take
such steps as it may deem necessary or appropriate for
the withholding of all federal, state and local taxes
required by law to be withheld with respect to Shares
delivered pursuant to this Program.
3. The obligations of the Company under this
Program shall be binding upon any successor corporation
or organization resulting from the merger, consolidation
or other reorganization of the Company, or upon any
successor corporation or organization succeeding to
substantially all of the assets and business of the
Company. The Company agrees that it will make
appropriate provision for the preservation of the rights
of Participants who have received an award of Shares
under this Program in any agreement or program which the
Company may enter into or adopt to effect any such
merger, consolidation, reorganization or transfer of
assets.
4. The rights of a Participant hereunder shall not
be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance by the
Participant, or to attachment or garnishment by creditors
of the Participant.
5. The Company shall not be required to, and shall
not, set aside, in a fund or otherwise, any Shares for
delivery to a Participant pursuant to an award hereunder.
During the Vesting Period, a Participant shall not be
deemed a shareholder of Avnet, Inc. with respect to
awarded but unvested Shares and shall not have any of the
rights or privileges of a shareholder with respect to
such Shares, such as the right to vote such Shares or to
receive any dividends with respect to such Shares.
Nothing contained in this Program, and no action taken
pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, or
any other person. It is intended that the arrangements
reflected in this Program be treated as unfunded for tax
purposes.
6. The award or delivery of Shares under this
Program to persons employed or retained by the Company
shall not be deemed to confer upon any such person any
right to continue in such employment or retention, or to
interfere in any way with the right of the Company to
terminate such person's employment at any time.
7. The Program shall be governed by and construed
in accordance with the laws of the State of New York.
