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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DAISYTEK INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2421746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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500 NORTH CENTRAL EXPRESSWAY
PLANO, TEXAS 75074
(972) 881-4700
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
MARK C. LAYTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DAISYTEK INTERNATIONAL CORPORATION
500 NORTH CENTRAL EXPRESSWAY
PLANO, TEXAS 75074
(972) 881-4700
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copies to:
MORRIS BIENENFELD, ESQ. MARK A. LOEFFLER, ESQ.
WOLFF & SAMSON, P.A. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
5 BECKER FARM ROAD 191 PEACHTREE STREET, N.E.
ROSELAND, NEW JERSEY 07068 ATLANTA, GEORGIA 30303
(973) 533-6532 (404) 572-6784
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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. [ ]
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. [X] File No. 333-46927
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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of each class Amount Proposed maximum Proposed maximum
of securities to be to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value 345,000 $ 24.50 $ 8,452,500 $ 2,493
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(1) Includes 45,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Based upon the actual offering price before underwriting discounts and
commissions.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-46927, declared
effective by the Commission on March 25, 1998, including any prospectuses filed
pursuant thereto, are hereby incorporated herein by reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration fee
for the securities registered hereunder within twenty-four (24) hours of the
filing of this Registration Statement. It will give irrevocable wiring
instructions to its bank at the opening of business on Thursday, March 26, 1998
to wire the registration fee to the commission immediately.
Registrant has sufficient funds in its account to cover the amount of the filing
fee.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Plano,
State of Texas on March 26, 1998.
DAISYTEK INTERNATIONAL
CORPORATION
By: /s/ Thomas J. Madden
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Thomas J. Madden
Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the March 26, 1998.
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<CAPTION>
SIGNATURE TITLE
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<S> <C> <C>
By: /s/ David A. Heap Chairman of the Board
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David A. Heap
By:/s/ Mark C. Layton President, Chief Executive Officer, Chief Operating
--------------------------- Officer and Director (Principal Executive Officer)
Mark C. Layton
By:/s/ Thomas J. Madden Vice President-Finance, Chief Financial Officer
--------------------------- (Principal Financial Officer and Principal
Thomas J. Madden Accounting Officer)
By:/s/ Chris Yates Senior Vice President-Business Development and
--------------------------- Director
Chris Yates
By:/s/ James R. Powell Senior Vice President-Sales and Marketing and
--------------------------- Director
James R. Powell
By: Director
---------------------------
Edgar D. Jannotta, Jr.
By: Director
---------------------------
Timothy M. Murray
By: Director
---------------------------
Peter P.J. Vikanis
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EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Wolff & Samson, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wolff & Samson, P.A. (included in
Exhibit 5.1)
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Exhibit 5.1
[Letterhead of Wolff & Samson, P.A.]
March 26, 1998
Daisytek International Corporation
500 North Central Expressway
Plano, Texas 75074
Gentlemen:
We have acted as counsel to Daisytek International Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-3 (Registration No. 333- )
(the "Registration Statement") relating to the public offering by a selling
stockholder (the "Selling Stockholder") of up to 345,000 shares of Common Stock,
$.01 par value of the Company (including 45,000 shares subject to the
Underwriters' over-allotment option).
As such counsel, we have examined copies of the Amended and Restated
Certificate of Incorporation and By-laws of the Company, the Registration
Statement and such other corporate records and documents as we deemed necessary
to form the basis for the opinion hereinafter expressed. In our examination of
such documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinion, we have relied upon statements and certificates
of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares are duly and
validly issued, fully paid, nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, to the reference to us in the Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Common
Stock under the securities or blue sky laws of any state or jurisdiction. In
giving such permission, we do not admit hereby that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Wolff & Samson
Wolff & Samson, P.A.
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EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 25, 1997
included in Daisytek International Corporation's Form S-3 registration
statement (No. 333-46927) and to the incorporation by reference therein of our
reports dated April 25, 1997 included in Daisytek International Corporation's
Form 10-K for the year ended March 31, 1997 and to all references to our Firm
made a part of this registration statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Dallas, Texas
March 25, 1998
