<PAGE> 1
Registration No. 333-
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 Identification No.)
incorporation or organization)
80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021
(Address of Principal Executive Offices)(Zip Code)
-----------
AVNET 1997 STOCK OPTION PLAN
(Full title of the plan)
-----------
RAYMOND SADOWSKI
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
AVNET, INC.
80 CUTTER MILL ROAD
GREAT NECK, NY 11021
(516) 466-7000
DAVID R. BIRK
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AVNET, INC.
80 CUTTER MILL ROAD
GREAT NECK, NY 11021
(516) 466-7000
(Names, addresses and telephone numbers, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE* PRICE* REGISTRATION FEE
- ------------------------- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 1,000,000 shares $62.625 $62,625,000 $18,474
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated pursuant to Rule 457(h) and (c), upon the basis of the average of
the high and low prices of a share of the Registrant's Common Stock on
February 4, 1998 as reported for New York Stock Exchange composite
transactions.
<PAGE> 2
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 27, 1997 (Commission File No. 1-4224); (b) the
Registrant's Current Report on Form 8-K bearing cover date of September 23,
1997; (c) the Registrant's Current Report on Form 8-K bearing cover date of
September 25, 1997; (d) the Registrant's Current Report on Form 8-K bearing
cover date of February 6, 1998; (e) the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended September 26, 1997; and (f) 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 to this Registration Statement. Mr. Birk is Senior Vice
President and General Counsel of the Registrant and is the beneficial owner of
18,046.6793 shares of the Registrant's Common Stock (includes 14,375 shares
issuable upon exercise of employee stock options).
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
2
<PAGE> 3
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 reasonably
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 and 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
3
<PAGE> 4
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 Opinion of David R. Birk, Esq.
23.1 Consent of David R. Birk, Esq. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24 Powers of Attorney.
99 Avnet 1997 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;
4
<PAGE> 5
(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) above 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 Exchange Act 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; and
(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 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.
5
<PAGE> 6
SIGNATURE
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 February 6, 1998.
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 February 6, 1998 by the
following persons in the capacities indicated.
/s/ Leon Machiz *
- ------------------------------ -----------------------------------
Leon Machiz Ehud Houminer, Director
Chairman of the Board, Chief
Executive Officer and Director *
(Principal Executive Officer) -----------------------------------
Salvatore J. Nuzzo, Director
/s/ Raymond Sadowski *
- ------------------------------ -----------------------------------
Raymond Sadowski Frederic Salerno, Director
Senior Vice President, Chief
Financial Officer and Assistant *
Secretary -----------------------------------
(Principal Financial Officer) David Shaw, Director
/s/ John F. Cole *
- ------------------------------ -----------------------------------
John F. Cole Keith Williams, Director
Controller
(Principal Accounting Officer)
/s/ Roy Vallee *
- ------------------------------ -----------------------------------
Roy Vallee Frederick S. Wood, Director
President, Chief Operating
Officer, *By: /s/ Raymond Sadowski
Vice Chairman of the Board ------------------------------
and Director Raymond Sadowski
Attorney-in-Fact
*
- ------------------------------
Eleanor Baum, Director
*
- ------------------------------
Gerald J. Berkman, Director
*
- ------------------------------
J. Veronica Biggins, Director
*
- ------------------------------
Joseph F. Caligiuri, Director
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
- --------------------------------------------------------------------
<S> <C> <C>
5 Opinion and Consent of David R. Birk, Esq. ....... 8
23.1 Consent of David R. Birk (included in Exhibit 5).. 8
23.2 Consent of Arthur Andersen LLP, Independent
Accountants .................................... 9
24 Powers of Attorney ............................... 10-19
99 Avnet 1997 Stock Option Plan ..................... 20-29
</TABLE>
<PAGE> 1
EXHIBIT 5
February 6, 1998
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 issuable upon exercise of options granted under the Avnet 1997
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 filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ David R. Birk
David R. Birk
8
<PAGE> 1
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 30, 1997
included in Avnet, Inc.'s Annual Report on Form 10-K for the year ended June
27, 1997, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New York, New York
February 6, 1998
9
<PAGE> 1
EXHIBIT 24
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, her attorneys-in-fact and agents with full
power of substitution, to execute for her and on her behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 she 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 28th day of January, 1998.
/s/ Eleanor Baum
---------------------------
Eleanor Baum, Director
10
<PAGE> 2
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Gerald J. Berkman
---------------------------
Gerald J. Berkman, Director
11
<PAGE> 3
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, her attorneys-in-fact and agents will full
power of substitution, to execute for her and on her behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 she 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 28th day of January, 1998.
/s/ J. Veronica Biggins
-----------------------------
J. Veronica Biggins, Director
12
<PAGE> 4
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Joseph F. Caligiuri
-------------------------------------
Joseph F. Caligiuri, Director
13
<PAGE> 5
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Ehud Houminer
---------------------------------
Ehud Houminer, Director
14
<PAGE> 6
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Salvatore J. Nuzzo
----------------------------
Salvatore J. Nuzzo, Director
15
<PAGE> 7
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Frederic Salerno
-------------------------------
Frederic Salerno, Director
16
<PAGE> 8
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 attorney-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 28th day of January, 1998.
/s/ David Shaw
----------------------------
David Shaw, Director
17
<PAGE> 9
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Keith Williams
---------------------------------
Keith Williams, Director
18
<PAGE> 10
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 on his behalf in any and all
capacities this Registration Statement on Form S-8 for the Avnet 1997 Stock
Option Plan, 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 28th day of January, 1998.
/s/ Frederick S. Wood
-------------------------------
Frederick S. Wood, Director
19
<PAGE> 1
EXHIBIT 99
AVNET, INC.
1997 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF THE PLAN
The 1997 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.
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. "Committee" shall mean a committee charged with administering this Plan,
which Committee shall be appointed by the Board of Directors, shall consist of
three or more non-employee Directors, none of whom is eligible to be granted
Options or Stock Appreciation Rights under this Plan, shall have authority to
grant Options and Stock Appreciation Rights hereunder on such terms and subject
to such conditions (not inconsistent with the terms of this Plan) as such
Committee shall determine, and 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.
4. "Company" shall mean Avnet and all its Subsidiaries.
5. "Eligible Employees" shall mean any regular full-time employee of Avnet
or of any of its Subsidiaries (including any Director who is also such a regular
full-time employee), and may include, in appropriate circumstances relating to
the granting of Options and Stock Appreciation Rights hereunder, any person who
is under consideration for employment by the Company and any person employed by
a business which is then to be acquired by Avnet. The term "Eligible Employees"
shall also include any person employed or retained by Avnet or any of its
Subsidiaries to render services as a consultant or advisor other than services
in connection with the offer or sale of securities in a capital-raising
transaction.
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6. "Fair Market Value" when used with respect to a particular date, shall
mean the average of the high and low sale prices (as reported for New York Stock
Exchange Composite Transactions) at which shares of the 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.
7. "Option" shall mean any option granted or held pursuant to the
provisions of this Plan.
8. "Option Agreement" shall mean the agreement evidencing any Option
hereunder, including any addendum thereto relating to Stock Appreciation Rights,
which agreement may be in any form prescribed or accepted by the Committee
therefor.
9. "Optionee" shall mean any person who at the time in question holds any
Option which then remains unexercised in whole or in part, has not been
surrendered for complete termination and has not expired or terminated, and
shall include any Successor Optionee.
10. "Plan" shall mean this stock option plan.
11. "Stock" shall, subject to the anti-dilution provisions set forth in
Article VIII hereof, mean the Common Stock of Avnet, as presently constituted.
12. "Stock Appreciation Right" or "SAR" shall mean any right granted under
this Plan which entitles an Optionee to receive (a) shares of Stock having a
Fair Market Value at the date of exercise of such SAR, or (b) cash in the amount
of such Fair Market Value, or (c) a combination of shares of Stock and cash
equal in the aggregate to such Fair Market Value, equivalent to all or part of
the difference between the aggregate exercise price of the portion of the
related Option which is being surrendered for termination and the Fair Market
Value at such date of the shares of Stock for which such SAR is being
exercised. A SAR may be granted by the Committee with respect to any Option
simultaneously or previously granted under this Plan and, when granted, may be
granted by the Committee upon such terms and subject to such conditions as the
Committee may in its discretion prescribe or approve; provided that a SAR shall
only be exercisable by the Optionee to whom such SAR was initially granted,
shall only be exercisable during the period when Optionee is an Eligible
Employee and shall not be exercisable by a Successor Optionee.
13. "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 and/or any of its subsidiaries.
14. "Successor Optionee" shall mean any person who, under the provisions of
Article V hereof, shall have acquired the right to exercise any Option by will
or the laws of descent and distribution.
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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 and/or Stock Appreciation Rights shall be
1,000,000. At no time shall there be outstanding Options for the purchase of
more than 1,000,000 shares of Stock (subject to said anti-dilution provisions)
less the aggregate of the number of shares of Stock previously delivered
pursuant to the exercise of Options and the number of shares of Stock previously
covered by Options terminated upon surrender in connection with the exercise of
Stock Appreciation Rights.
2. The shares of Stock subjected to Options and Stock Appreciation Rights
may, in the discretion of the Committee and with the consent of the Board of
Directors, consist of authorized but unissued shares of Stock and/or shares of
Stock held in the treasury of Avnet.
3. If any Option shall be surrendered and terminated or for any other
reason shall terminate or expire, whether in whole or in part (except for
terminations in connection with exercises of Stock Appreciation Rights), the
shares of Stock covered by such Option immediately prior to such termination or
expiration shall thereupon be added to the shares of Stock otherwise available
for subjection to Options and Stock Appreciation Rights 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 Articles II, III, V and VI hereof) in its discretion to determine the time or
times at which Options and/or Stock Appreciation Rights shall be granted, the
Eligible Employees to whom Options and/or Stock Appreciation Rights shall be
granted and the number of shares of Stock to be covered by each such Option
and/or Stock Appreciation Right. The granting of Options and/or Stock
Appreciation Rights 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 and/or Stock Appreciation Rights.
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<PAGE> 4
3. The Committee is also specifically authorized, in the event of a public
solicitation, by any person, firm or corporation other than Avnet, of tenders of
50% or more of the then outstanding Stock (known conventionally as a "tender
offer"), to accelerate exercisability of any or all Options and any or all of
the related Stock Appreciation Rights held by Optionees then employed as an
Eligible Employee, so that such Options and Stock Appreciation Rights will
immediately become exercisable in full; provided that such accelerated
exercisability shall continue in effect only until expiration, termination or
withdrawal of such "tender offer", whereupon such Options and related Stock
Appreciation Rights 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 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.
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.
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 prior to November 19, 2007 or the earlier termination
of the Plan as provided in Article IX.
2. During the period when any Option is outstanding, the Committee may, for
such consideration (if any) as may be deemed adequate by it and with the prior
consent of the Optionee, modify the terms of such Option, including the purchase
price, with respect to the unexercised portion thereof.
3. The purchase price per share of Stock upon the exercise of each Option
shall be no less than 85% of the Fair Market Value of the Stock at the date of
the granting thereof; provided, however, (i) that the purchase price per share
of Stock shall in no event be less than the par value per share of the Stock and
(ii) options whose purchase price per share on exercise is less than 100% of the
Fair Market Value at the date of the granting thereof may be granted only in
lieu of a reasonable amount of cash compensation.
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<PAGE> 5
4. Subject to the specific authority bestowed upon the Committee in Article
IV, paragraph 3 hereof, (i) no Option shall be exercisable to any extent until
the first anniversary of the date of the granting thereof, (ii) thereafter, each
Option shall be exercisable with respect to 25% of the total number of shares
of Stock subject thereto and (iii) upon each succeeding anniversary date of the
date of grant, each Option will become exercisable on a cumulative basis with
respect to an additional 25% of the shares subject thereto. To the extent that
any Option shall have become exercisable as provided in the preceding sentence,
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 for termination, expiration or
other termination of such Option. Each Option shall expire and cease to be
exercisable after the day prior to the tenth anniversary of the date of
granting thereof.
5. The aggregate number of shares of Stock under any Option or Options
granted hereunder to any Optionee in any calendar year may not exceed 150,000.
6. No Option shall be assignable or transferable by an Optionee except in
the event of the death of such Optionee, nor shall any Option be exercisable
during the lifetime of the Optionee except by such Optionee. Subject to the
provisions of paragraph 8 below, in the event of 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) for one year after the date of death of such original Optionee, 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 for termination or have expired)
shall terminate and cease to be exercisable.
7. 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 reasons determined by the Committee in its sole
discretion, each Option theretofore granted to such Optionee shall forthwith
upon such cessation of employment terminate and cease to be exercisable. Subject
to the provisions of paragraph 8 below, 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 reasons determined by the Committee in its
sole discretion, each Option theretofore granted to such Optionee shall remain
exercisable for three months after the date of such cessation of employment, 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 for termination or have expired) shall terminate and cease to be
exercisable.
8. Notwithstanding the provisions of the second sentence of paragraph 6 and
the second sentence of paragraph 7 above, (a) no Option shall in any event be
exercisable after the day prior to the tenth anniversary of the date of the
granting thereof, and (b) any Option for which accelerated exercisability,
authorized by the Committee pursuant to Article IV, paragraph 3 hereof, was in
effect at the date of the original Optionee's death or at the date of
termination of the Optionee's employment due to disability, retirement or
otherwise as may be determined by the Committee in its sole discretion, as the
case may be, shall be subject to the proviso to Article IV, paragraph 3.
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<PAGE> 6
ARTICLE VI
STOCK APPRECIATION RIGHTS
1. Stock Appreciation Rights may be granted to Optionees in the discretion
of the Committee upon such terms and conditions as the Committee may prescribe.
Each SAR shall be granted in connection with and shall relate to all or part of
a specific Option simultaneously or previously granted under the Plan. In the
discretion of the Committee, an SAR may be granted at any time prior to the
exercise, expiration or termination of the option related thereto, and may be
modified at any time the related Option is modified.
2. Upon exercise of a Stock Appreciation Right, the Optionee shall be
entitled to receive (a) shares of Stock having a Fair Market Value at the date
of exercise, or (b) cash in the amount of such Fair Market Value, or (c) a
combination of shares of Stock and cash equal in the aggregate to such Fair
Market Value, equivalent to all or part of the difference between the aggregate
exercise price of the portion of the related Option which is being surrendered
for termination and the Fair Market Value at such date of the shares of Avnet's
Common Stock for which such SAR is being exercised.
3. Each Stock Appreciation Right shall be exercisable on such dates or
during such periods as may be determined by the Committee, provided that no SAR
shall be exercisable at a time when the Option related thereto could not be
exercised nor may it be exercised with respect to a number of shares in excess
of the number for which such Option could then be exercised.
4. A Stock Appreciation Right may be exercised only upon surrender by the
Optionee, for termination, of the portion of the related Option which is then
exercisable to purchase the number of shares for which the Stock Appreciation
Right is being exercised. Shares covered by the terminated Option or portion
thereof shall not be available for subjection to other Options under the Plan.
5. The Committee may impose any other conditions upon the exercise of Stock
Appreciation Rights, which conditions may include a condition that any
particular SARs or any class of SARs may only be exercised in accordance with
rules adopted by the Committee from time to time. Such rules may govern the
right to exercise SARs granted prior to the adoption or amendment of such rules
as well as SARs granted thereafter.
6. The Committee may at any time amend, terminate or suspend any Stock
Appreciation Right theretofore granted under this Plan, provided that the terms
of any SAR after any amendment shall conform to the provisions of the Plan. Each
SAR shall terminate and cease to be exercisable upon the termination (other than
a termination required in connection with exercise of the SAR) or expiration of
the Option related thereto.
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<PAGE> 7
ARTICLE VII
ADDITIONAL TERMS AND PROVISIONS
1. The Committee shall, promptly after the granting of any Option or Stock
Appreciation Right to an Eligible Employee or the modification of any
outstanding Option or SAR, cause such Eligible Employee or the Optionee to be
notified of such action and shall cause Avnet to deliver to such Eligible
Employee an Option Agreement (which Option Agreement is to be signed on behalf
of Avnet by an officer of Avnet with appropriate authorization therefor)
evidencing the Option so granted or modified and the terms and conditions
thereof and including (when appropriate) an addendum evidencing the SAR so
granted or modified and the terms and conditions thereof.
2. The date on which the Committee approves the granting of any Option or
Stock Appreciation Right, or approves the modification of any outstanding Option
or SAR, shall be deemed the date on which such Option or SAR is granted or
modified, regardless of the date on which the Option Agreement evidencing the
same is executed.
3. To the extent that any Option or Stock Appreciation Right shall have
become exercisable as provided in Article V or Article VI above, such Option or
SAR 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 or SAR is being exercised, accompanied (as to an Option
exercise) by payment in full therefor as prescribed below and (as to an SAR
exercise) by an instrument effecting surrender for termination of the relevant
portion of the Option related thereto. As soon as practicable after receipt of
such notice, Avnet shall, without requiring payment of any transfer or issue tax
by the Optionee, 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; 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 (together with any part or all of the balance of
the shares of Stock which may be delivered pursuant to the exercise of Options
and/or Stock Appreciation Rights) 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 7 below, and (b) to comply with the applicable listing requirements 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 or SAR is being exercised, upon tender
thereof, the right of such Optionee to exercise such Option and the related SAR,
or to exercise such SAR and the related Option, with respect to such unaccepted
shares may, in the discretion of the Committee, be terminated. For purposes of
this paragraph 3, payment upon exercise of an Option 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 a Fair Market Value, at the date of receipt by Avnet
of such certificates and the notice above mentioned, equal to or in excess of
such aggregate exercise price, or (iii) by a combination of check and
certificates for shares of Stock.
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<PAGE> 8
4. Notwithstanding paragraph 3 of this Article VII, upon each exercise of
an Option, the Optionee shall pay to Avnet an amount required to be withheld
under applicable income tax laws in connection with such exercise. An Optionee
whose transactions in Common Stock are subject to the provisions of Section
16(b) of the Securities Exchange Act of 1934 (the "Act") may, in the discretion
of the Committee and subject to any rules as the Committee may adopt, elect to
satisfy such obligation, in whole or in part, by electing to have Avnet
withhold shares of Stock having a Fair Market Value equal to the amount
required to be so withheld (an "Election"). The Fair Market Value of a share of
Stock shall be the Fair Market Value on the date that the amount to be withheld
is determined (the "Tax Date"). An Optionee shall pay Avnet in cash for any
fractional share that would otherwise be required to be withheld. Each Election
with respect to the exercise of an Option shall be subject to the following
restrictions:
(A) The Election must be made on or prior to the Tax Date;
(B) The Election shall be irrevocable;
(C) The Election is subject to the disapproval of the Committee;
(D) An Election by an Optionee may not be made within six months of
the grant of the Option with respect to which such Election is made;
provided, however that this restriction shall not apply in the event that
the Optionee shall die or become disabled prior to the expiration of such
six-month period; and
5. The 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.
6. No Optionee shall acquire or have any rights as a shareholder of Avnet
by virtue of any Option or any SAR until the certificates representing shares of
Stock issued pursuant to the exercise of such Option or SAR are delivered to
such Optionee in accordance with the terms of the Plan, but the rights as a
shareholder of record as of the date of giving notice of the exercise of such
Option or SAR and making delivery to Avnet of the funds, certificates and/or
other instruments as provided in paragraph 3 above.
7. While 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 and/or Stock Appreciation Rights granted under the Plan,
nevertheless, 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 or any SAR 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)(3) 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, (C) such shares are at the same time of
such exercise, or upon official notice of issuance will be, 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), (C), and (D) above.
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<PAGE> 9
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 Common Stock and/or any other securities of Avnet by reason of
recapitalization, reclassification, stock split or reverse split, combination of
shares 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 delivered pursuant to the exercise of
Options and/or Stock Appreciation Rights (as specified in paragraph 1 of Article
III hereof) and the remaining number of shares of Stock which may thereafter be
delivered pursuant to the exercise of any Options and/or Stock Appreciation
Rights then outstanding shall be correspondingly adjusted. In the event that any
dividend payable in shares of Stock is paid to the holders of outstanding
shares of Stock, the remaining number of shares of Stock which may, in the
aggregate, thereafter be delivered pursuant to the exercise of Options and/or
Stock Appreciation Rights (as specified in paragraph 1 of Article III hereof)
and the remaining number of shares of Stock which may thereafter be delivered
pursuant to the exercise of any Options and/or Stock Appreciation Rights then
outstanding shall be increased by the percentage which the number of shares of
Stock so paid as a dividend bears to the total number of shares of Stock
outstanding immediately prior to the payment of such dividend.
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 outstanding Options shall be
correspondingly adjusted.
3. Anything in this Article VIII to the contrary notwithstanding, in the
event that, upon any adjustment made in accordance with paragraph 1 above, the
remaining number of shares of Stock which may thereafter be delivered pursuant
to the exercise of any Option or Stock Appreciation Right then outstanding shall
include a fractional share of Stock, such fractional share of Stock shall be
disregarded for all purposes of the Plan and the Optionee holding such Option or
SAR shall become entitled neither to purchase the same nor to receive cash or
scrip in payment therefor or in lieu thereof.
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ARTICLE IX
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may amend the Plan from time to time as the Board
may deem advisable and in the best interests of Avnet and may terminate the Plan
at any time (except as to Options and Stock Appreciation Rights then outstanding
hereunder); provided, however, that unless approved by the affirmative vote of a
majority of the votes cast at a meeting of the shareholders of Avnet duly
called and held for that purpose, no amendment to the 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 and SARs, (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 ten
year maximum period within which an Option is exercisable or to the extent to
which an SAR is exercisable, or the termination date of the Plan.
29
