As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 333-94957
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
----------------
AMENDMENT NO. 1 TO
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
David R. Birk, Esq.
Senior Vice President and General Counsel
2211 South 47th Street Avnet, Inc.
Phoenix, Arizona 85034 2211 South 47th Street
(480) 643-2000 Phoenix, Arizona 85034
- ------------------------------- (480) 643-2000
(Address, including zip code, -----------------------------------------
and telephone number, including (Name, address, including zip code, and
area code, of registrant's telephone number, including area
principal executive offices) code, of agent for service)
COPIES TO:
Stephen V. Burger, Esq. Bruno Fine John Evangelakos, Esq.
Carter, Ledyard & Milburn SEI Investments B.V. Sullivan & Cromwell
2 Wall Street c/o Sonepar S.A. 125 Broad Street
New York, New York 10005 37, Rue de Liege New York, New York 10004
(212) 732-3200 75008 Paris FRANCE (212) 558-4000
011-331-53-42-33-03
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
-ii-
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
Subject to completion, dated February 23, 2000
PROSPECTUS
Avnet, Inc.
1,171,270 Shares of Common Stock,
Par Value $1.00 per Share
This prospectus relates to offers and sales from time to time by SEI
Investments B.V. of up to 1,171,270 shares of the common stock of Avnet, Inc.
Avnet issued these shares to SEI Investments on January 3, 2000, as
consideration for SEI Investments' sale to Avnet of an 84% interest in
Eurotronics B.V. Avnet will receive no part of the proceeds from the sale of
these shares by SEI Investments.
The Avnet common stock is listed on the New York Stock Exchange and the
Pacific Exchange (symbol: AVT). On February __, 2000, the closing price of a
share of the common stock as reported for New York Stock Exchange composite
transactions was $____.
SEI Investments has informed Avnet that it may sell the shares from time to
time in ordinary brokers' transactions at then current market prices or in other
transactions at negotiated prices. SEI Investments may effect these transactions
through or with brokers or dealers who may receive compensation in the form of
commissions or discounts.
The principal executive offices of Avnet are located at 2211 South 47th
Street, Phoenix, Arizona 85034 (telephone (480) 643-2000).
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the common stock being offered by this
Prospectus, or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is __________, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Forward-Looking Statements............................................. 2
Selling Shareholder ................................................... 3
Plan of Distribution .................................................. 4
Legal Matters.......................................................... 6
Experts................................................................ 6
Where You Can Find More Information ................................... 6
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking
statements with respect to Avnet's financial condition, results of operations
and business. You can find many of these statements by looking for words like
"believes," "expects," "anticipates," "estimates" or similar expressions.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties. Factors that may cause actual results to differ materially
from those contemplated by the forward-looking statements include the following:
o Competitive pressures among distributors of electronic components and
computer products may increase significantly through industry
consolidation, entry of new competitors or otherwise.
o General economic or business conditions, domestic and foreign, may be
less favorable than expected, resulting in lower sales than we
expected.
o Costs or difficulties related to the integration into Avnet of
newly-acquired businesses, or businesses we expect to acquire, may be
greater than we expected.
o Avnet may lose customers or suppliers as a result of the integration
into Avnet of newly-acquired businesses.
o Legislative or regulatory changes may adversely affect the businesses
in which Avnet is engaged.
-2-
<PAGE>
o Adverse changes may occur in the securities markets.
o Changes in interest rates and currency fluctuations may reduce Avnet's
profit margins.
o Avnet may be adversely affected by the allocation of products by
suppliers.
Because forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by them. We
caution you not to place undue reliance on these statements, which speak only as
of the date of this prospectus.
We do not undertake any obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
SELLING SHAREHOLDER
As of the date of this prospectus, SEI Investments B.V., a Dutch company,
owns all of the 1,171,270 shares of Avnet common stock being offered by this
prospectus (the "Shares"), which represent approximately 2.67% of the shares of
Avnet common stock currently outstanding. SEI Investments is a subsidiary of
Sonepar Electronique International, a French limited liability company. SEI
Investments is offering all of the Shares for its own account, and does not own
any shares of Avnet common stock apart from the Shares. Because SEI Investments
may offer some or all of the Shares in an offering which is not underwritten on
a firm commitment basis, we cannot estimate the number of Shares that SEI
Investments will hold after it completes the sale of the Shares.
Except as described in the following paragraphs, neither SEI Investments
B.V. nor any of its affiliates has had any position, office or other material
relationship with Avnet or any of its affiliates during the past three years.
On January 3, 2000, Avnet issued the 1,171,270 Shares to SEI Investments
B.V. in exchange for SEI Investments' 84% interest in Eurotronics B.V., a
European electronics components distributor. Avnet had acquired the remaining
16% interest in Eurotronics from Marshall Industries on October 18, 1999. From
that date until Avnet acquired 100% of Eurotronics on January 3, 2000, Avnet in
effect succeeded to the rights of Marshall Industries under a Shareholders
Agreement dated September 15, 1997, among Sonepar Electronique International,
SEI Investments, Marshall Industries and a Marshall Industries subsidiary. These
rights included (a) the right to appoint and dismiss two members of Eurotronics'
Board of Supervisory Directors, and (b) a requirement that certain significant
Eurotronics corporate transactions be approved by unanimous vote of the
Eurotronics Board of Supervisory Directors. For further information, we refer
you to the Shareholders Agreement, which is an exhibit to the registration
statement on Form S-3 of which this prospectus is a part. See "Where You Can
Find More Information."
-3-
<PAGE>
During the past three years, Jean Fribourg has been the managing director
of Eurotronics B.V. and some of its subsidiaries, and is continuing as such
since Avnet acquired a 100% interest of Eurotronics on January 3, 2000.
PLAN OF DISTRIBUTION
Avnet is registering the Shares on behalf of SEI Investments, as selling
shareholder, and also on behalf of any donees, pledgees, transferees and other
successors-in-interest that may receive Shares from SEI Investments after the
date of this prospectus as a gift, pledge, partnership distribution or other
non-sale related transfer. Avnet is bearing all costs, expenses and fees in
connection with the registration of the Shares, and SEI Investments will pay any
brokerage commissions and similar selling expenses attributable to the sale of
Shares. Avnet will receive no part of the proceeds from the sale of the Shares
by SEI Investments.
SEI Investments has informed Avnet that it proposes to effect sales of
Shares from time to time
o in one or more types of transactions on the New York Stock Exchange or
the Pacific Exchange, including block transactions, exchange
distributions and special offerings,
o in the over-the-counter market,
o in negotiated transactions, including an underwritten offering or
underwritten offerings,
o through put or call options transactions relating to the Shares,
o through short sales of Shares, or
o a combination of these methods of sale,
at market prices prevailing at the time of sale, or at negotiated prices. These
sales may or may not involve brokers or dealers. SEI Investments has advised
Avnet that it has not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of the
Shares, nor is there an underwriter or coordinating broker acting in connection
with the proposed sale of Shares by SEI Investments.
SEI Investments may sell Shares directly to purchasers or to or through
broker-dealers, which may act as agents or principals. Any of these
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from SEI Investments and/or the purchasers of the Shares for whom
such broker-dealers may act as agents or to whom they
-4-
<PAGE>
may sell as principal, or both. Compensation as to a particular broker-dealer
may exceed customary commissions.
SEI Investments and any broker-dealers that act in connection with the sale
of Shares might be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any compensation these broker-dealers receive, and any
profit they realize from the resale of the Shares while acting as principals,
might be considered as underwriting discounts or commissions. Avnet has agreed
to indemnify each person who participates as an underwriter in the offering or
sale of the Shares against certain liabilities, including liabilities arising
under the Securities Act.
Because SEI Investments may be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, it will be subject to the prospectus
delivery requirements of the Securities Act for offers and sales of the Shares,
including delivery through the facilities of the New York Stock Exchange or the
Pacific Exchange as provided in Rule 153 under the Securities Act. Avnet has
informed SEI Investments that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to sales in the market by SEI
Investments.
SEI Investments also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, if it
meets the criteria and satisfies the requirements of Rule 144.
If SEI Investments notifies Avnet that SEI Investments has entered into any
material arrangement with a broker-dealer for the sale of Shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, Avnet will file a supplement to this prospectus,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing
o the name of the participating broker-dealer(s),
o the number of Shares involved,
o the price at which such Shares were sold,
o the commission paid or discounts or concessions allowed to the broker-
dealer(s), where applicable,
o whether the broker-dealer(s) conducted any investigation to verify the
information in or incorporated by reference in this prospectus, and
o other material facts of the transaction.
-5-
<PAGE>
Also, if SEI Investments notifies Avnet that a donee, pledgee, transferee or
other successor-in-interest of the Shares intends to sell more than 500 Shares,
Avnet will file an appropriate supplement to this prospectus.
LEGAL MATTERS
David R. Birk, Senior Vice President, Secretary and General Counsel of
Avnet, is passing upon the legality of the Shares. Mr. Birk beneficially owns
43,284 shares of Avnet common stock, which includes 40,625 shares issuable upon
exercise of employee stock options.
EXPERTS
The consolidated financial statements and schedule of Avnet as of July 2,
1999 and June 27, 1998, and for each of the three years in the period ended July
2, 1999, respectively, incorporated by reference in this prospectus from Avnet's
Annual Report on Form 10-K for the fiscal year ended July 2, 1999, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of that firm as experts in giving such reports.
The consolidated financial statements of Marshall Industries as of May 31,
1999 and 1998, and for each of the three years in the period ended May 31, 1999,
respectively, incorporated by reference in this prospectus from Avnet's Current
Report on Form 8-K bearing cover date of October 20, 1999, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of that firm as experts in giving such reports.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement on Form S-3 which
Avnet filed with the SEC under the Securities Act of 1933. We refer you to this
registration statement for further information concerning Avnet and the offering
of the Shares by this prospectus.
Avnet files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (Commission File
Number 1-4224). These filings contain important information which does not
appear in this prospectus. For further information about Avnet, you may obtain
these filings over the internet at the SEC's web site at http://www.sec.gov. You
may also read and copy these filings at the
-6-
<PAGE>
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330, and may obtain copies of Avnet's filings from
the public reference room by calling (202) 942-8090.
The SEC allows Avnet to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents which Avnet has filed or will file with the
SEC. We are incorporating by reference in this prospectus the following
documents:
o Avnet's Annual Report on Form 10-K for the fiscal year ended July 2,
1999;
o Avnet's Quarterly Reports on Form 10-Q for the quarterly periods ended
October 1, 1999, and December 31, 1999;
o Avnet's Current Reports on Form 8-K bearing cover dates of September
28, 1999, October 20, 1999, December 22, 1999, January 26, 2000 and
February 8, 2000; and
o The description of Avnet's common stock which appears in Avnet's
Registration Statement for the registration of the common stock under
Section 12(b) of the Securities Exchange Act of 1934, including any
amendment or report filed to update this description.
All documents which Avnet files with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act after the date of this
prospectus and before the termination of this offering of Shares will be deemed
to be incorporated by reference in this prospectus and to be a part of it from
the filing dates of such documents. Certain statements in and portions of this
prospectus update and replace information in the above listed documents
incorporated by reference. Likewise, statements in or portions of a future
document incorporated by reference in this prospectus may update and replace
statements in and portions of this prospectus or the above listed documents.
We shall provide you without charge, upon your written or oral request, a
copy of any of the documents incorporated by reference in this prospectus, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents. Please direct your written or telephone requests
to the Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix,
Arizona (Telephone 480-643-2000).
-7-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
No.
---
1* Registration Rights Agreement dated as of January 3, 2000 between SEI
Investments B.V. and Avnet, Inc.
5* Opinion of David R. Birk, Esq. with respect to the legality of the
securities being registered hereunder.
23(a) Consent of Arthur Andersen LLP.
23(b)* Consent of David R. Birk, Esq. (included in Exhibit 5).
24* Powers of Attorney.
99* Shareholders Agreement dated September 15, 1997, among Sonepar
Electronique International, SEI Investments B.V., Marshall Industries
and Marshall Industries Investments B.V., filed as Exhibit 10.3 to
Marshall Industries' Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1997, and incorporated herein by reference
(Commission File No. 1-5441).
- --------
*Previously filed with this Registration Statement.
II-1
<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-3, and has duly caused this amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on February 23, 2000.
AVNET, INC.
By: /s/Raymond Sadowski
-------------------
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registration Statement has been signed on February 23, 2000, by the following
persons in the capacities indicated:
Signature Title
--------- -----
/s/Roy Vallee
- ------------- Chairman of the Board, Chief
Roy Vallee Executive Officer and Director
* Director
- ------------
Eleanor Baum
* Director
- -------------------
J. Veronica Biggins
* Director
- -------------------
Joseph F. Caligiuri
II-2
<PAGE>
Signature Title
--------- -----
* Director
- --------------------
Lawrence W. Clarkson
* Director
- -------------
Ehud Houminer
* Director
- -----------------
James A. Lawrence
* Director
- ------------------
Salvatore J. Nuzzo
* Director
- ----------------
Frederic Salerno
* Director
- -----------------
Frederick S. Wood
/s/Raymond Sadowski
- ------------------- Senior Vice President and
Raymond Sadowski Chief Financial Officer
/s/John F. Cole
- --------------- Controller and
John F. Cole Chief Accounting Officer
- ----------------------
* By:/s/Raymond Sadowski
-------------------
Raymond Sadowski
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
No.
---
1* Registration Rights Agreement dated as of January 3,
2000, between SEI Investments B.V. and Avnet, Inc.
5* Opinion of David R. Birk, Esq. with respect to the
legality of the securities being registered hereunder
23(a) Consent of Arthur Andersen LLP
23(b)* Consent of David R. Birk, Esq. (included in Exhibit 5)
24* Powers of Attorney
99* Shareholders Agreement dated September 15, 1997,
among Sonepar Electronique International, SEI
Investments B.V., Marshall Industries and Marshall
Industries Investments B.V., filed as Exhibit 10.3 to
Marshall Industries' Quarterly Report on Form 10-Q for
the quarterly period ended August 31, 1997, and
incorporated herein by reference (Commission File No.
1-5441).
- --------
*Previously filed with this Registration Statement.
EXHIBIT 23(a)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to (1) the incorporation by
reference in this Registration Statement on Form S-3 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, (2) the incorporation by reference in this Registration Statement
on Form S-3 of our report dated August 25, 1999, on the consolidated financial
statements of Marshall Industries, which report is included in Avnet, Inc.'s
Current Report on Form 8-K bearing cover date of October 20, 1999 and (3) all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona
February 21, 2000
