AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1999
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
incorporation or organization) Identification No.)
2211 South 47th Street
Phoenix, Arizona 85034
(480) 643-2000
(Address of Principal Executive Offices)
----------------------------
Marshall Industries 1984 Stock Option Plan
Marshall Industries 1992 Stock Option Plan
Marshall Industries 1997 Stock Option Plan
(Full title of the plans)
----------------------------
DAVID R. BIRK
Senior Vice President, Secretary and General Counsel
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
(480) 643-2000
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share(2) Offering Price(2) Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 742,465 $38.72 $28,748,245 $7,992
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Represents the aggregate number of shares of Common Stock issuable under the 1984, 1992 and 1997 Marshall Industries Stock
Option Plans adjusted by the Exchange Ratio of 0.82063.
(2) Pursuant to Rule 457 (h)(1) and Rule 457 (c) under the Securities Act of 1933, as amended, the proposed maximum offering price
per share and the registration fee have been estimated based on the average of the high and low sales prices for the Common
Stock as reported by the New York Stock Exchange on October 18, 1999.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information
This Registration Statement relates to the registration of 756,826
additional shares of Common Stock, par value $1.00 per share, of Avnet, Inc.
(the "Registrant") issuable upon exercise of stock options substituted for
options originally issued under the 1984 Stock Option Plan, 1992 Stock Option
Plan and 1997 Stock Option Plan (together the "Plans") of Marshall Industries.
The document containing the information required by this section will be given
to those persons who participate in the Plans, all of whom are currently
employees of Marshall Industries or certain of its subsidiaries. Such document
is not required to be filed with the Commission as a part of the Registration
Statement or as an Exhibit.
Item 2. Registrant Information and Employee Plan Annual Information
In accordance with Rule 428(b) under the Securities Act and
instructions to Form S-8, the Registrant shall provide a written statement to
participants of the Plans advising them of the availability, without charge,
upon written or oral request, of the documents incorporated by reference in Item
3 of Part II of this Registration Statement and other documents required to be
delivered to them pursuant to Rule 428(b). Such statement shall also include the
address and telephone number to which such request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Avnet, Inc., a New York corporation
("Registrant"), are incorporated in this Registration Statement herein by
reference:
(a) Annual Report on Form 10-K for the year ended July 2, 1999 (File
No. 1-4224);
(b) Avnet's Current Reports on Form 8-K dated July 16, 1999 and
September 28, 1999; and
2
<PAGE>
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, filed under the Securities and Exchange Act
of 1934, as amended, including any amendments or reports filed for the purpose
of updating such description.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
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
3
<PAGE>
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
"BCL")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 BCL, 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 purposes 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 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 (BCL 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, result of such actions or proceedings, or any appeal therein,
provided the director or officer acted in good faith, for a purposes 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
4
<PAGE>
believe that his conduct was unlawful (BCL 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
shareholders (BCL Section 723(b)), but even without such authorization, a court
may order indemnification in certain circumstances (BCL 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 (BCL 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 BCL, 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 advance (BCL 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
The following are filed as exhibits to this registration statement:
4.1 Restated Certificate of Incorporation of Avnet, Inc.
(incorporated by reference to Exhibit 3(i)(b) to Registrant's
Current Report on Form 8-K dated May 6, 1999, File No.
1-4224).
4.2 By-laws of Avnet, Inc. (incorporated by reference to Exhibit
3(ii) to Registrant's Current Report on Form 8-K dated
February 12, 1996, File No. 1-4224).
5 Opinion of Sullivan & Cromwell, as to the validity of the
Common Stock.
23.1 Consent of Arthur Andersen LLP.
5
<PAGE>
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5).
24 Powers of Attorney.
99.1 Marshall Industries 1984 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall Industries
on Form S-8, File No. 33-1587).
99.2 Marshall Industries 1992 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall Industries
on Form S-8, File No. 33-82510).
99.3 Marshall Industries 1997 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall Industries
on Form S-8, File No. 333-44829).
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 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;
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
6
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
undersigned Registrant pursuant to the provisions described in Item 6 or
otherwise, the undersigned 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 undersigned Registrant of expenses incurred or paid by a
director, officer or controlling person of the undersigned 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 undersigned 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.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this nineteenth day of
October, 1999.
AVNET, INC.
By: /s/ ROY VALLEE
--------------------------------------
Roy Vallee
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 by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
Chairman of the Board, Chief
/s/ ROY VALLEE Executive Officer and Director October 19, 1999
- ------------------------- (principal executive officer
Roy Vallee
Senior Vice President, Chief
/s/ RAYMOND SADOWSKI Financial
- ------------------------- Officer and Assistant Secretary October 19, 1999
Raymond Sadowski (principal financial officer)
*
- ------------------------- Controller October 19, 1999
John F. Cole (principal accounting officer)
*
- ------------------------- October 19, 1999
Eleanor Baum Director
*
- ------------------------- October 19, 1999
Veronica Biggins Director
*
- ------------------------- October 19, 1999
Joseph E. Caligiuri Director
8
<PAGE>
*
- ------------------------- October 19, 1999
Lawrence W. Clarkson Director
*
- ------------------------- October 19, 1999
Ehud Houminer Director
*
- ------------------------- October 19, 1999
James A. Lawrence Director
*
- ------------------------- October 19, 1999
Salvatore J. Nuzzo Director
*
- ------------------------- October 19, 1999
Frederic Salerno Director
*
- ------------------------- October 19, 1999
Frederick S. Wood Director
*By: /s/ DAVID R. BIRK
---------------------
David R. Birk
Attorney-in-Fact
-or-
*By: /s/ RAYMOND SADOWSKI
---------------------
Raymond Sadowski
Attorney-in-Fact
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Restated Certificate of Incorporation of Avnet, Inc.
(incorporated by reference to Exhibit 3(i)(b) to Registrant's
Current Report on Form 8-K dated May 6, 1999 File No. 1-
4224).
4.2 By-laws of Avnet, Inc. (incorporated by reference to Exhibit
3(ii) to Registrant's Current Report on Form 8-K dated
February 12, 1996, File No. 1-4224).
5 Opinion of Sullivan & Cromwell, as to the validity of the
Common Stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5).
24 Powers of Attorney.
99.1 Marshall Industries 1984 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall
Industries on Form S-8, File No. 33-1587).
99.2 Marshall Industries 1992 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall
Industries on Form S-8, File No. 33-82510).
99.3 Marshall Industries 1997 Stock Option Plan (incorporated by
reference to the Registration Statement of Marshall
Industries on Form S-8, File No. 333-44829).
Exhibit 5.1
October 19, 1999
Avnet, Inc.,
2211 South 47th Street,
Phoenix, Arizona 85034.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 756,826 shares (the "Shares") of Common Stock, par value $1.00
per share, of Avnet, Inc., a New York corporation (the "Company"), to be issued
by the Company upon the exercise of stock options substituted for options
originally issued to employees of Marshall Industries, a California corporation
("Marshall"), pursuant to its 1997 Stock Option Plan, 1992 Stock Option Plan and
1984 Stock Option Plan in accordance with the Agreement and Plan of Merger,
dated as of June 25, 1999, between Marshall and the Company (the "Merger
Agreement"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the registration statement relating to the Shares (the "Registration
Statement") has become effective under the Act and the merger provided for in
the Merger Agreement has become effective in accordance with its terms and the
options have been duly exercised and the purchase price for the Shares has been
paid as provided in the options, the Shares will be validly issued, fully paid
and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction.
In rendering this opinion, we have relied as to certain matters on
information obtained from public officials, officers of the Company and other
sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Sullivan & Cromwell
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated August
4, 1999, included in Avnet, Inc.'s Annual Report on Form 10-K for the year ended
July 2, 1999, and all reference to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
October 19, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for her and in her name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as she might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 13th day of October, 1999.
/s/ Eleanor Baum
------------------------------------
Eleanor Baum, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for her and in her name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as she might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ J. Veronica Biggins
-----------------------------------
J. Veronica Biggins, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ Joseph F. Caligiuri
-----------------------------------
Joseph F. Caligiuri, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ Lawrence W. Clarkson
-----------------------------------
Lawrence W. Clarkson, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ Ehud Houminer
-----------------------------------
Ehud Houminer, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ James A. Lawrence
-----------------------------------
James A. Lawrence, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ Salvatore J. Nuzzo
-----------------------------------
Salvatore J. Nuzzo, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 15th day of October, 1999.
/s/ Frederic Salerno
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Frederic Salerno, Director
<PAGE>
POWER OF ATTORNEY
The undersigned director of Avnet Inc. does hereby constitute and
appoint David R. Birk and Raymond Sadowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any all capacities,
to sign the Registration Statement on Form S-8 relating to the registration of
certain shares of Avnet common stock in connection with the assumption by Avnet
of the 1984 Marshall Stock Option Plan, the 1992 Marshall Stock Option Plan and
the 1997 Marshall Stock Option Plan pursuant to the Agreement and Plan of Merger
between Avnet and Marshall Industries, and any amendment thereto (including
post-effective amendments), and to file the same, with exhibits thereto, and
other documents in connection therewith, 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 or necessary to be done in connection with said
filing, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her 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 14th day of October, 1999.
/s/ Frederick S. Wood
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Frederick S. Wood, Director
