As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-36970
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
A V N E T, I N C.
(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)
David R. Birk, Esq.
2211 South 47th Street Senior Vice President and General Counsel
Phoenix, Arizona 85034 Avnet, Inc.
(480) 643-2000 2211 South 47th Street
(Address, including zip code, Phoenix, Arizona 85034
and telephone number, including (480) 643-2000
area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone number, including area
code, of agent for service)
Copy to:
Andris J. Vizbaras, Esq.
Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005-2072
<PAGE>
Approximate date of commencement of proposed sale to the public: From time
to time after this amendment is declared effective.
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered(1) unit price fee
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value.............. 2,246,228(2) (3) $155,915,417(4) $41,163(5)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(footnotes on next page)
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<PAGE>
(1) This Registration Statement is hereby amended to reduce the registered
number of shares of the Registrant's common stock from 3,151,524 to
2,246,228. Accordingly, the Registrant is hereby removing from registration
905,296 shares of common stock.
(2) Comprised of up to 1,858,042 shares of the Registrant's common stock issued
in connection with the Registrant's acquisition by merger (the "Merger") of
Savoir Technology Group, Inc. ("Savoir"), up to 155,928 shares of the
Registrant's common stock issuable after the Merger upon the exercise of
warrants issued prior to the Merger to purchase the common stock of Savoir,
and up to 232,258 shares of the Registrant's common stock issuable after
the Merger upon the exercise of options issued prior to the Merger to
purchase the common stock of Savoir.
(3) The proposed maximum offering price per unit was originally calculated as
$52.2379 for each of 2,672,000 shares of the Registrant's common stock
estimated to be the maximum issuable in the Merger with respect to Savoir
common stock, and $34.0662 for each of 479,524 shares of the Registrant's
common stock estimated to be the maximum issuable with respect to Savoir
series A preferred stock.
(4) Pursuant to Rule 457(f)(1) and (f)(2) under the Securities Act of 1933, the
proposed maximum aggregate offering price was computed as the sum of (a)
the product of 17,245,382 (the maximum number of shares of Savoir common
stock originally estimated to be convertible in the Merger, including
shares to be issued upon the exercise of warrants and options to purchase
Savoir common stock) multiplied by $8.09375 (the average of the high and
low prices of a share of Savoir common stock as quoted on the Nasdaq
National Stock Market on May 10, 2000, two business days prior to the first
filing date of this Registration Statement), plus (b) the product of
1,850,012 (the number of shares of Savoir series A preferred stock
outstanding at the first filling date of this Registration Statement)
multiplied by $8.83 (the book value of a share of Savoir series A preferred
stock on March 31, 2000).
(5) This fee was paid by the Registrant on or before May 12, 2000, the first
filing date of this Registration Statement, to register 3,151,524 shares of
the Registrant's Common Stock. No additional fee is payable with this
Post-Effective Amendment.
------------
This Post-Effective Amendment shall become effective on such date as the
Commission, acting pursuant to Section 8(c) of the Securities Act of 1933, may
determine.
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<PAGE>
PROSPECTUS
AVNET, INC.
388,186 SHARES OF COMMON STOCK
Avnet, Inc. is offering to sell up to 388,186 shares of its common stock,
as follows:
(i) up to 232,258 shares which Avnet may issue upon the exercise of options
which were granted under the Incentive and Non-Incentive Stock Option Plan
and the 1994 Stock Option Plan of Savoir Technology Group, Inc., and which
Avnet assumed in connection with its acquisition of Savoir; and
(ii) up to 155,928 shares which Avnet may issue upon the exercise of warrants
which were issued by Savoir and which have converted into warrants to
purchase Avnet common stock in connection with Avnet's acquisition of
Savior.
Avnet acquired Savoir by merger on July 3, 2000. As a result of the merger,
Savoir became a wholly-owned subsidiary of Avnet.
Avnet's common stock is listed on the New York Stock Exchange and the
Pacific Exchange (symbol: AVT). On July 17, 2000, the last reported sale price
of a share of our common stock for New York Stock Exchange composite
transactions was $70 3/16. On June 30, 2000, 45,378,727 shares of our common
stock were issued and outstanding, including 1,198,179 treasury shares. Since
that date, Avnet has issued approximately 1.9 million additional shares of its
common stock to former holders of Savoir's common stock and series A preferred
stock as a result of the merger.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 18, 2000.
<PAGE>
TABLE OF CONTENTS
Page
No.
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USE OF PROCEEDS...............................................................2
MARKET PRICES OF COMMON STOCK AND DIVIDENDS...................................2
THE OPTIONS...................................................................3
THE WARRANTS..................................................................5
Units Placement Warrants.............................................5
IBM Credit Corporation Warrants......................................5
Moshe Levy Warrants..................................................6
FEDERAL INCOME TAX CONSIDERATIONS.............................................6
The Options..........................................................6
The Warrants.........................................................9
DESCRIPTION OF COMMON STOCK..................................................10
Board of Directors..................................................10
Power to Call Special Shareholder Meetings..........................11
Actions by Written Consent of Shareholders..........................11
Dividends and Repurchases of Shares.................................11
Approval of Certain Business Combinations and Reorganizations.......12
Business Combinations Following a Change of Control ................12
Dissenters' Appraisal Rights........................................12
LEGAL MATTERS................................................................13
EXPERTS......................................................................13
WHERE YOU CAN FIND MORE INFORMATION..........................................14
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the shares covered by
this prospectus for Avnet's general corporate purposes, which may include
repayment of debt, capital expenditures, acquisitions, repurchases of Avnet's
common stock, and working capital. Pending these uses, the net proceeds may also
be temporarily invested in short-term securities.
MARKET PRICES OF COMMON STOCK AND DIVIDENDS
The principal market on which Avnet's common stock is traded is the New
York Stock Exchange under the symbol "AVT." The common stock also is listed on
the Pacific Exchange. The following table presents the high and low sales prices
of a share of Avnet's common stock during the calendar quarters indicated, as
reported for New York Stock Exchange composite transactions:
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<PAGE>
High Low
---- ---
1998
----
First quarter ................................$66 1/4 $57
Second quarter ............................... 64 5/16 53 11/16
Third quarter................................. 58 1/2 35 1/4
Fourth quarter................................ 60 5/8 34 15/16
1999
----
First quarter ................................60 15/16 35 5/8
Second quarter ...............................51 34
Third quarter.................................52 7/16 41 1/16
Fourth quarter................................60 1/2 37 5/16
2000
----
First quarter ................................73 1/2 50
Second quarter................................81 1/8 56
Third quarter (through July 17)...............70 13/16 56 5/16
See the cover page of this prospectus for a recent sale price of Avnet's
common stock.
We paid a cash dividend of 15 cents per share on our common stock during
each calendar quarter in 1998, 1999 and the three calendar quarters of 2000. We
cannot give you any assurances about the frequency and amount of our future
dividends.
THE OPTIONS
At the effective time of our acquisition of Savoir by merger, each option
to purchase shares of Savoir's common stock under its Incentive and
Non-Incentive Stock Option Plan and its 1994 Stock Option Plan became an option
to purchase shares of our common stock. The exercise price of each such option
is now equal to the exercise price of the option per share of Savoir common
stock before the merger divided by 0.11452, the exchange ratio for the
conversion of Savoir common stock into Avnet common stock in the merger, with
such exercise price rounded up to the nearest penny, and the number of our
shares issuable upon exercise of each such option is equal to the number of
shares of Savoir common stock that could have been acquired under the option
before the merger multiplied by 0.11452, with such share number rounded down to
the nearest whole number. As a result of the merger, Savoir options were
converted into options to purchase an aggregate of 232,258 shares of our common
stock, at prices ranging from $29.47 to $113.52 per share.
The substantive terms and conditions of each option after the merger are
substantially the same as the terms and conditions of the option before the
merger. For example, each option has the
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<PAGE>
same vesting schedule and expiration date as it had before the merger.
The Savoir plans will be limited to their current participants, and Avnet
will not issue additional options under the plans. Options granted to
non-employee directors of Savoir under the 1994 Stock Option Plan have ten year
terms and became fully vested upon the merger.
The plans are administered by the Executive Incentive and Compensation
Committee of Avnet's board of directors. The committee may delegate certain of
its responsibilities to other persons. The board of directors may fill vacancies
on the committee and may from time to time remove or add members, and may also
administer the plans. The committee may periodically adopt rules and regulations
for carrying out the plan. The board of directors may amend the plans, as
desired, without further action by Avnet's shareholders except as required by
applicable law.
Options under the plans consist of nonstatutory stock options and incentive
stock options within the meaning of the Internal Revenue Code. The purchase
price under each option was established by the Savoir's stock option committee,
but for ISOs under both plans, and non-employee director options under the 1994
Stock Option Plan, the purchase price was at least one hundred percent of the
fair market value of Savoir common stock on the date of grant.
The option price must be paid in full at the time of exercise. Options
under the Incentive and Non-Incentive Stock Option Plan may be exercised by the
payment of cash only. The exercise price of an option under the 1994 Stock
Option Plan may be paid in cash or, if the option so provides, by delivery of an
irrevocable direction to a securities broker to sell shares and to deliver part
of the sale proceeds to Avnet, or by the surrender to Avnet of shares of Avnet
common stock owned by the person exercising the option and having a fair market
value on the date of exercise equal to the option price, or by any combination
of the foregoing. Each option expires within a period of not more than ten years
from the grant date. Unless an option otherwise provides, it is transferable
only by will or the laws of descent and distribution and shall only be
exercisable by the participant during his or her lifetime. The committee may
modify, extend or renew outstanding options or may accept the cancellation of
outstanding options in return for the grant of new options at the same or a
different price, except the optionee must consent to any modification, extension
or renewal which impairs his or her rights or increases his or her obligations
under such option.
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<PAGE>
THE WARRANTS
Units Placement Warrants
Savoir issued warrants to purchase shares of its common stock on September
19, 1997 to investors and placement agents in a private placement of units which
also included shares of its series A preferred stock. The units placement
warrants had an exercise price of $9.6875 per share of Savoir common stock. At
the effective time of the merger, the units placement warrants were converted
into warrants to acquire an aggregate of approximately 139,895 shares of Avnet
common stock at an exercise price of $84.59 per share.
The exercise price of units placement warrants may be paid in cash or by a
cashless exercise. In a cashless exercise, the holder will receive the number of
shares of Avnet common stock calculated by the following formula:
X = Y(A-B)
----------
A
where "X" equals the number of shares of Avnet common stock to be issued to the
holder, "Y" equals the number of shares of Avnet common stock otherwise
purchasable under the warrant, "A" equals the current market price of Avnet
common stock and "B" equals the exercise price of the warrant. The units
placement warrants expire on the fifth anniversary of the date of their
issuance.
IBM Credit Corporation Warrants
Savoir issued to IBM Credit Corporation, on September 30, 1997, warrants to
purchase 100,000 shares of Savoir common stock. The exercise price of the
warrants initially was $7.50 per share of Savoir common stock, and was reset by
the terms of the warrant in September 1998 to $4.76875 per share of Savoir
common stock. At the effective time of the merger, the Savoir warrants held by
IBM Credit Corporation were converted into warrants to acquire 11,452 shares of
Avnet common stock at an exercise price of $41.65 per share.
Payment of the exercise price of the IBM Credit Corporation warrants may be
made at the option of the holder by cash, by instructing Avnet to withhold a
number of shares then issuable upon exercise of the particular warrant having an
aggregate fair market value equal to such exercise price, or by surrendering
shares of Avnet common stock previously acquired by the holder with an aggregate
fair market value equal to such exercise price, or any combination of foregoing.
The warrants issued to IBM Credit Corporation expire on September 30, 2004.
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<PAGE>
Moshe Levy Warrants
Savoir issued to Moshe Levy in January 2000 warrants to purchase 40,000
shares of Savoir common stock at an exercise price of $5.00 per share. At the
effective time of the merger, these warrants were converted into warrants to
acquire 4,581 shares of Avnet common stock at an exercise price of $43.66 per
share.
The warrants issued to Mr. Levy expire on September 18, 2002 and may be
exercised with cash or by a cashless exercise. In a cashless exercise, the
holder will receive the number of shares of Avnet common stock calculated in the
manner described above in "--Units Placement Warrants".
FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Carter, Ledyard & Milburn, counsel to the Company, the
following is a summary of the material United States federal income tax
considerations relating to the options and the warrants covered by this
prospectus. This summary is not a complete description of such considerations,
and each optionee or warrantholder is advised to consult his or her own tax
adviser before exercising an option or a warrant, or disposing of shares
acquired pursuant to the exercise of an option or warrant.
The Options
The conversion of options to purchase shares of Savoir common stock into
options to purchase our shares was not a taxable event for United States federal
income tax purposes.
Each option is either an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive
Option"), or an option which does not qualify as an Incentive Option (a
"Nonqualified Option"). Different tax consequences attach to these two types of
options.
Nonqualified Options
Upon exercise of a Nonqualified Option for cash, the optionee recognizes
ordinary income in an amount equal to the excess, if any, of the fair market
value, on the date of exercise, of the shares purchased over their exercise
price. If an optionee pays the option exercise price by delivering shares of
Avnet common stock already owned by such optionee, such delivery would
constitute a non-taxable exchange by the optionee, and the optionee would
recognize ordinary income in an amount equal to the fair market value of the
additional shares received (i.e., above the number of shares delivered).
Optionees are especially urged to consult their own tax advisers before paying
the exercise price of an option by delivering shares of Avnet common stock
already owned.
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<PAGE>
Since all holders of currently outstanding options were employees or
directors of Savoir or a subsidiary at the time the options were granted, any
ordinary income recognized upon exercise of a Nonqualified Option will be
classified as taxable wages subject to federal and state income tax withholding
and employment tax withholding, which withholding taxes will be due and payable
at the time the option is exercised. At Avnet's request, upon exercise of a
Nonqualified Option, the optionee will be required to pay to Avnet an amount
equal to 28% of such ordinary income for federal income tax withholding purposes
and, where applicable, an appropriate percentage for employment tax and state
and local income tax withholding purposes, to cover the amount of employment and
income tax withholding which Avnet is required to pay.
Avnet will be entitled to an income tax deduction in the same amount that,
and for Avnet's taxable year in which, the optionee recognizes ordinary income
from the exercise of a Nonqualified Option.
Upon a sale of shares purchased on the exercise of a Nonqualified Option,
the optionee will recognize short-term or long-term capital gain or loss,
depending on whether the shares are held for more than one year after the date
of exercise. Such gain or loss will be measured by the difference between the
selling price of the shares and the fair market value of the shares on the date
of exercise.
Incentive Options
In general, the holder of an Incentive Option does not recognize any income
at the time the option is exercised (although the exercise of an Incentive
Option can have "alternative minimum tax" consequences to the optionee as
described below under the caption " -- Alternative Minimum Tax"). If an optionee
holds shares purchased upon exercise of an Incentive Option for at least (a) two
years after the date the related Savoir option was granted to the optionee and
(b) one year after the date such shares are transferred to the optionee, then
any gain or loss in respect of a subsequent disposition of such shares will
generally be treated as a long-term capital gain or loss. In the event that the
optionee disposes of shares purchased upon exercise of an Incentive Option (for
this purpose a disposition includes a sale, exchange, gift or certain other
transfers of legal title but not a mere pledge) before the end of such two- and
one-year periods (any such disposition being herein referred to as a
"disqualifying disposition"), then the excess, if any, of the aggregate fair
market value of such shares on the date on which the option was exercised over
the aggregate exercise price of such shares will be treated as ordinary income
to the optionee in the year of the disqualifying disposition, unless such
disqualifying disposition is a sale or exchange for less than the fair market
value of such shares on the date of exercise of the option, in which case the
amount that will be so treated as ordinary income will be limited to the excess,
if any, of the aggregate amount realized upon such sale or exchange over the
aggregate exercise price of the shares so sold or exchanged.
In the event that a disqualifying disposition of shares is a sale or
exchange for more than the fair market value of such shares on the date of
exercise of the Incentive Option, the excess of the aggregate amount realized
upon such sale or exchange over the aggregate fair market value of such
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<PAGE>
shares on the date of exercise will be treated as a capital gain. Such gain will
be treated as long-term capital gain if the shares have been held for more than
one year at the time of the disqualifying disposition and otherwise will be
treated as short-term capital gain. In the event that a disqualifying
disposition is a sale or exchange for less than the aggregate exercise price of
such shares, no ordinary income will be realized by the optionee, and the
difference between the aggregate amount realized upon such sale or exchange and
such aggregate exercise price will be treated as a long-term or short-term
capital loss, depending upon whether such shares have or have not been held for
more than one year at the time of such sale or exchange.
The rules described above relating to disqualifying dispositions may not
apply to certain transfers -- for example, transfers by bequest or incident to
divorce.
Avnet will not be entitled to any federal income tax deduction with respect
to the exercise of an Incentive Option, but may be entitled, in the year of a
disqualifying disposition, to a deduction equal to the amount, if any, that the
optionee must treat as ordinary income. At Avnet's request, upon exercise of an
Incentive Option or upon a disqualifying disposition, the optionee will be
required to pay to Avnet an appropriate percentage for any required employment
tax or federal, state or local income tax withholding.
If an optionee pays the option exercise price by delivering shares of Avnet
common stock already owned by such optionee, such delivery would constitute a
non-taxable exchange by the optionee and would not affect the Incentive Option
status of the shares purchased upon exercise of the option. However, if the
shares delivered in payment had previously been acquired upon exercise of an
Incentive Option and were not subsequently held for the requisite one- and
two-year periods, the delivery of such shares in payment of the exercise price
of an option would constitute a disqualifying disposition of the shares so
delivered. Optionees are especially urged to consult their own tax advisers
before paying the exercise price of an Incentive Option by delivering shares of
common stock already owned.
In the event an optionee exercises an Incentive Option more than three
months (one year if the optionee is disabled) after employment with Avnet
terminates, the tax treatment with respect to the option is the same as for a
Nonqualified Option (discussed above).
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<PAGE>
Alternative Minimum Tax
The Internal Revenue Code imposes an alternative minimum tax determined by
applying a special tax rate to the excess, if any, of an individual's
"alternative minimum taxable income" over a specified exemption amount.
Alternative minimum taxable income includes the amount by which the fair market
value of shares acquired through exercise of an Incentive Option exceeds the
exercise price. In addition, the basis of any shares so acquired for determining
gain or loss for purposes of the alternative minimum tax will be the shares'
fair market value at exercise. In the event of a disqualifying disposition of
the shares in the year the Incentive Option is exercised, the amount includible
as alternative minimum taxable income is limited to the excess of the sales
price over the exercise price.
The Warrants
The conversion of Savoir warrants into Avnet warrants was not a taxable
event for United States federal income tax purposes. A Savoir warrant holder's
aggregate tax basis and holding period carried over to the Avnet warrants. The
tax considerations associated with warrants will generally be as described
below.
Avnet will recognize no gain or loss upon the lapse, reacquisition or
exercise of a warrant. On the other hand, the warrant holder (assuming the
underlying shares would be a capital asset in the warrant holder's hands) will
recognize a capital loss upon the lapse of the warrant equal to the holder's
basis in the warrant, and will recognize capital gain or loss upon the sale of
the warrant to Avnet or a third party equal to the sales proceeds less the
holder's basis in the warrant. Such capital gain or loss will be long-term
capital gain or loss if the warrant was held for more than one year.
If a warrant holder pays the warrant exercise price with cash, the exercise
will not be a taxable event for the warrant holder, the tax basis for the
warrant will be added to the exercise price paid for the stock in determining
the holder's basis in the shares received, and the holding period for the shares
will begin upon acquisition of the stock, not the warrant. Upon a subsequent
sale of the shares, the holder will recognize capital gain or loss (assuming the
shares are capital assets in the holder's hands) equal to the excess of the
sales price of the stock over the holder's basis in the shares. Such capital
gain or loss will be long-term capital gain or loss if the shares were held for
more than one year. The foregoing discussion would not apply to a warrant holder
who pays the exercise price other than with cash, and warrant holders are
especially urged to consult their own tax advisors before paying the exercise
price of a warrant other than with cash.
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<PAGE>
DESCRIPTION OF COMMON STOCK
Avnet is authorized to issue 120,000,000 shares of its common stock. At the
close of business on June 30, 2000, we had outstanding 45,378,727 shares of
common stock, including 1,198,179 treasury shares. Since that date, we have
issued approximately 1.9 million additional shares of our common stock to former
holders of Savoir's common stock and series A preferred stock as a result of our
acquisition of Savoir. All outstanding shares of our common stock are fully paid
and nonassessable.
The holders of shares of Avnet's common stock have equal rights to
dividends from funds legally available for the payment of dividends when, as and
if declared by Avnet's board of directors, and are entitled, upon liquidation,
to share ratably in any distribution in which holders of common stock
participate. The common stock is not redeemable, has no preemptive or conversion
rights and is not liable for assessments or further calls. The holders of shares
of Avnet's common stock are entitled to one vote for each share at all meetings
of shareholders.
The transfer agent and registrar for Avnet's common stock is Norwest Bank
Minnesota, N.A. Avnet's common stock is listed on the New York Stock Exchange
and the Pacific Exchange.
Under its certificate of incorporation, Avnet is authorized to issue up to
3,000,000 shares of preferred stock, in series. For each series of preferred
stock, Avnet's board of directors may fix the relative rights, preferences and
limitations as between the shares of such series, the shares of other series of
Avnet preferred stock, and the shares of Avnet common stock. No shares of Avnet
preferred stock are outstanding.
Board of Directors
Although New York law permits the certificate incorporation of a New York
corporation to provide for cumulative voting in the election of directors,
Avnet's certificate of incorporation does not so provide.
New York law permits the certificate of incorporation or by-laws of a New
York corporation to divide its directors into as many as four classes with
staggered terms of office. However, Avnet's certificate and by-laws do not so
provide for a classified board of directors. Therefore, all of its directors are
elected annually for one-year terms.
Under New York law, shareholders may remove any or all directors for cause.
New York law also allows directors to be removed without cause if provided in
the certificate of incorporation. The Avnet certificate of incorporation
authorizes any or all of the directors to be removed with or without cause at
any time by the vote of the holders of a majority of the shares of Avnet and
provides that the terms of the removed directors shall forthwith terminate.
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New York law provides that newly created directorships resulting from an
increase in the number of directors and vacancies arising for any reason may be
filled by vote of the board of directors, whether or not constituting a quorum,
except that:
o vacancies resulting from the removal of directors without cause may be
filled only by a vote of the shareholders, unless the certificate of
incorporation or a specific provision of a by-law adopted by the
shareholders provides that such a vacancy may be filled by a vote of
the board of directors; and
o the certificate of incorporation or by-laws may provide that all newly
created directorships and vacancies may be filled only by a vote of
the shareholders.
The Avnet by-laws provide that any vacancy created by the removal of a
director by the shareholders with or without cause may be filled only by a vote
of the shareholders, and that any vacancy created for any other reason may be
filled by a vote of the board of directors or the shareholders.
Power to Call Special Shareholders' Meetings
Under New York law, a special meeting of shareholders may be called by the
board of directors and by such person or persons as may be authorized to do so
in the certificate of incorporation or by-laws. In addition, if an annual
shareholders' meeting has not been held for a certain period of time and a
sufficient number of directors were not elected to conduct the business of the
corporation, the board must call a special meeting for the election of
directors. If the board fails to do so, or sufficient directors are not elected
within a certain period of time, holders of 10% of the votes of the shares
entitled to vote in an election of directors may call a special meeting for such
an election.
Actions by Written Consent of Shareholders
New York law provides that any action which may be taken by shareholders by
vote may be taken without a meeting by written consent, signed by holders of all
outstanding shares entitled to vote, or if authorized by the certificate of
incorporation, by holders of the minimum number of shares necessary to authorize
the action at a meeting of shareholders at which all shares entitled to vote are
present and voted. The Avnet certificate of incorporation does not authorize
shareholders to act by less than unanimous written consent.
Dividends and Repurchases of Shares
Under New York law, dividends may be declared or paid and other
distributions may be made out of surplus only, so that the net assets of the
corporation remaining after a dividend or distribution must at least equal the
amount of the corporation's stated capital. A corporation may
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declare and pay dividends or make other distributions except when the
corporation is currently insolvent or would thereby be made insolvent or when
the declaration, payment or distribution would be contrary to any restrictions
contained in its certificate of incorporation.
Approval of Certain Business Combinations and Reorganizations
Under New York law, two-thirds of the votes of all outstanding shares
entitled to vote thereon are required to approve mergers, consolidations, share
exchanges or sales, leases or other dispositions of all or substantially all the
assets of a corporation if not made in the usual or regular course of business.
New York law was amended in 1998 to permit a New York corporation then in
existence to reduce the required vote to a majority of the outstanding shares,
but Avnet has not done so.
Business Combination Following a Change in Control
New York law prohibits any business combination (defined to include a
variety of transactions, including mergers, consolidations, sales or
dispositions of assets, issuances of stock, liquidations, reclassifications and
the receipt of certain benefits from the corporation, including loans or
guarantees) with, involving or proposed by any interested shareholder (defined
generally as any person that beneficially owns, directly or indirectly, 20% or
more of the outstanding voting stock of a New York corporation or any person
that is an affiliate or associate of a New York corporation and at any time
within the past five years was a beneficial owner of 20% or more of the
outstanding voting stock) for a period of five years after the date on which the
interested shareholder first became an interested shareholder, unless the
transaction is approved by the board of directors prior to the date on which the
interested shareholder became an interested shareholder. After this five-year
period, a business combination between a New York corporation and the interested
shareholder is prohibited unless either certain "fair price" provisions are
complied with or the business combination is approved by a majority of the
outstanding voting stock not beneficially owned by the interested shareholder.
Under New York law, corporations may elect not to be governed by the statute
described above, but Avnet's certificate of incorporation does not contain such
an election.
Dissenters' Appraisal Rights
Under New York law, any shareholder of a corporation has the right to
obtain payment for the fair value of the shareholder's shares in the event of
o certain amendments or changes to the certificate of incorporation adversely
affecting the rights of the shareholder,
o certain mergers or consolidation of the corporation if the shareholder is
entitled to vote thereon,
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<PAGE>
o a merger or consolidation where the shareholder is not entitled to vote or
if the shareholder's shares will be canceled or exchanged for cash or other
consideration other than shares of the surviving or consolidated
corporation or another corporation,
o certain sales, leases, exchanges or other dispositions of all or
substantially all of the assets of the corporation which require
shareholder approval other than a transaction solely for cash, and
o certain share exchanges.
However, no appraisal rights will be available in a merger to a shareholder of
the surviving corporation whose rights are not adversely affected or whose
shares were, at the record date to vote on the plan of merger, either listed on
a national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association of
Securities Dealers, Inc.
LEGAL MATTERS
The validity of the shares offered hereby was passed upon for Avnet by
David R. Birk, its Senior Vice President and General Counsel. Mr. Birk
beneficially owns 43,284 shares of Avnet's common stock, which includes 40,625
shares issuable upon exercise of employee stock options.
EXPERTS
The consolidated financial statements and schedule of Avnet incorporated by
reference in this prospectus from Avnet's Annual Report on Form 10-K as of July
2, 1999 and June 26, 1998 and for the three years in the period 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 report.
The consolidated financial statements of Marshall Industries incorporated
by reference in this prospectus from Avnet's Current Report on Form 8-K bearing
cover date of October 20, 1999, for the fiscal years ended May 31, 1999, 1998
and 1997 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 report.
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a post-effective amendment on Form S-3 to a
registration statement on Form S-4 (Registration No. 333-36970) filed by Avnet
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. Reference is hereby made to the registration statement, as so amended,
and the exhibits thereto for further information with respect to Avnet and the
shares offered hereby.
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 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
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, December 31, 1999, and March 31, 2000,
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, February 8,
2000, April 25, 2000 and July 11, 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 has filed or will file with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the
reports listed above and before the termination of this offering of Avnet's
securities 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.
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<PAGE>
We shall provide you without charge, upon your written or oral request, a
copy of the Savior Incentive and Non-Incentive Stock Option Plan, the Savoir
1994 Stock Option Plan, and any warrant agreement or other agreement relating to
the shares of Avnet common stock offered in this prospectus, and 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 85034
(Telephone 480-643-2000).
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the issuance and distribution of the securities which are
the subject of the prospectus in this Post-Effective Amendment are estimated as
follows:
Registration fee................................. $ 5,354*
Legal fees and expenses.......................... 12,000
Accountants' fees and expenses................... 5,000
Miscellaneous.................................... 2,646
------
Total............................................ $ 25,000
======
----------
* Consists only of that portion of the registration fee attributable to the
388,186 shares of the Registrant's Common Stock covered by the prospectus
in this Post-Effective Amendment.
Item 15. Indemnification of Directors and Officers.
Section 54 of the registrant's By-laws provides as follows:
"Indemnification"
"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 or 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
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<PAGE>
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 or necessarily incurred as a result of such actions
or proceedings, or any appeal therein, provided the director or officer acted,
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation (or in the case of service to another corporation
or other enterprise at the request of such corporation, not opposed to the best
interests of such corporation) and, in criminal cases, that he also had no
reasonable cause to believe that his conduct was unlawful (B.C.L. Section
722(a)). Any indemnification under Section 722 may be made only if authorized in
the specific case by disinterested directors, or by the board of directors upon
the opinion in writing of independent legal counsel that indemnification is
proper, or by the shareholders (B.C.L. Section 723(b)), but even without such
authorization, a court may order indemnification in certain circumstances
(B.C.L. Section 724). Further, any director or officer who is "successful, on
the merits or otherwise," in the
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<PAGE>
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 limitations 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 is subject to
renewal in August 2000 and 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 (the
"Securities Act").
Item 16. Exhibits
The index to exhibits appears immediately following the signature pages of
this Amendment.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(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;
(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 this Registration Statement (Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the change in
volume represents no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement); and
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<PAGE>
(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 this Registration
Statement;
provided, however, that paragraphs (i) and (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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) For the purpose of determining any liability under the Securities 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.
(4) For purposes of determining any liability under the Securities Act,
each filing of the Company'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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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<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 be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Phoenix, State of Arizona, on the 18th day of July, 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
has been signed on July 18, 2000, by the following persons in the capacities
indicated:
Signature Title
--------- -----
* Chairman of the Board, Chief
----------------------------- Executive Officer and Director
Roy Vallee
*
----------------------------- Director
Eleanor Baum
*
----------------------------- Director
J. Veronica Biggins
*
----------------------------- Director
Joseph F. Caligiuri
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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
*
----------------------------- Controller and
John F. Cole Chief Accounting Officer
----------------------
* By: /s/Raymond Sadowski
--------------------
Raymond Sadowski
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No.
----------
4(a) Form of Units Purchase Agreement dated as of September 19, 1997
between the Unit Purchasers and Savoir Technology Group, Inc. (then
known as Western Micro Technology, Inc.), filed as exhibit 4.12 to
Savoir's current report on Form 8-K dated October 10, 1997, and
incorporated herein by this reference.
4(b) Common Stock Purchase Warrant of Savoir dated December 21, 1999.
4(c) Amended and Restated Warrant Agreement dated as of July 3, 2000 among
Avnet, Savoir and IBM Credit Corporation.
4(d) Amended and Restated Incentive and Non-Incentive Stock Option Plan of
Savoir (then known as Western Micro Technology, Inc.), filed as
exhibit 10.1 to Savoir's annual report on Form 10-K for the period
ended December 31, 1990 and incorporated herein by this reference.
4(e) 1994 Stock Option Plan of Savoir (then known as Western Micro
Technology, Inc.), as amended and restated on May 18, 1997, filed as
exhibit A to Savoir's definitive proxy statement filed on June 27,
1997 and incorporated herein by this reference.
5* Opinion of David R. Birk, Senior Vice President and General Counsel of
Avnet.
8 Opinion of Carter, Ledyard & Milburn re tax matters.
23(a) Consent of Carter, Ledyard & Milburn (included in Exhibit 8).
23(b) Consent of Arthur Andersen LLP.
24* Powers of Attorney.
* Previously filed as an exhibit to this Registration Statement.
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