<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
BARNETT INC.
(Exact name of issuer as specified in its charter)
Delaware 59-1380437
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3333 Lenox Avenue
Jacksonville, Florida 32254
(Address of principal executive offices) (Zip Code)
------------------------
EMPLOYEE STOCK PURCHASE PLAN OF BARNETT INC.
1996 OMNIBUS INCENTIVE PLAN OF BARNETT INC.
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full titles of the Plans)
------------------------
William R. Pray
President and Chief Executive Officer
3333 Lenox Avenue
Jacksonville, Florida 32254
(904) 384-6530
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Scott M. Zimmerman, Esq.
Shereff, Friedman, Hoffman
& Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount Offering Price Aggregate Amount of
Registered to be Registered(1) Per Share Offering Price Registration Fee
------------------------- ------------------- ---------------- ----------------- ----------------
<C> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 496,500 shares $14.00 $6,951,000 $2,106
Common Stock, par value
$0.01 per share 3,000 shares $20.75 $62,250 $19
Common Stock, par value
$0.01 per share 18,500 shares $24.25 $448,625 $136
Common Stock, par value
$0.01 per share 10,500 shares $23.63 $248,115 $75
Common Stock, par value
$0.01 per share 3,000 shares $27.25 $81,750 $25
Common Stock, par value
$0.01 per share 5,000 shares $25.00 $125,000 $38
Common Stock, par value
$0.01 per share 3,000 shares $24.75 $74,250 $23
Common Stock, par value
$0.01 per share 1,500 shares $23.00 $34,500 $10
Common Stock, par value
$0.01 per share 250,000 shares $21.00 $5,250,000 $1,591
Common Stock, par value
$0.01 per share 1,109,000 shares $20.63(2) $22,878,670 $6,933
---------------- ====== =========== -------
Total 1,900,000 shares -- $36,154,160 $10,956
- ------------------------------------------------ --------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), on the basis of the average of the high
and low prices of the Registrant's Common Stock as quoted on The Nasdaq
National Market on March 10, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which have been filed by Barnett Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996.
(c) The Registrant's Proxy Statement for Annual Meeting of
Stockholders held on December 4, 1996.
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1996.
(e) The Registrant's Current Report on Form 8-K dated February 27,
1997.
(f) The description of the Registrant's Common Stock, par value $0.01
per share, which is contained in Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of this Prospectus
from the date of filing hereof.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") and the Amended and Restated
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Certificate of Incorporation of the Registrant. Among other things, the DGCL
permits indemnification of a director, officer, employee or agent in civil,
criminal, administrative or investigative actions, suits or proceedings (other
than an action by or in the right of the corporation) to which such person is a
party or is threatened to be made a party by reason of the fact of such
relationship with the corporation or the fact that such person is or was serving
in a similar capacity with another entity at the request of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he had no reasonable cause to
believe his conduct was unlawful. No indemnification may be made in any such
suit to any person adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability but in view
of all circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper. Under the
DGCL, to the extent that a director, officer, employee or agent is successful,
on the merits or otherwise, in the defense of any action, suit or proceeding or
any claim, issue or matter therein (whether or not the suit is brought by or in
the right of the corporation), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. In all cases in which indemnification is permitted (unless
ordered by a court), it may be made by the corporation only as authorized in the
specific case upon a determination that the applicable standard of conduct has
been met by the party to be indemnified. The determination must be made by a
majority of the directors who were not parties to the action, suit or
proceeding, even though less than a quorum, or if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or by the stockholders. The statute authorizes the corporation to pay
expenses (including attorneys' fees) incurred by an officer or director in
advance of a final disposition of a proceeding upon receipt of an undertaking by
or on behalf of the person to whom the advance will be made, to repay the
advances if it shall ultimately be determined that he was not entitled to
indemnification. Such expenses (including attorneys' fees) incurred by other
employees and agents may be paid upon such terms and conditions, if any, as the
Board may determine. The DGCL provides that indemnification and advances of
expenses permitted thereunder are not to be exclusive of any rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The DGCL also authorizes the corporation to purchase and maintain
liability insurance on behalf of its directors, officers, employees and agents
regardless of whether the corporation would have the statutory power to
indemnify such persons against the liabilities insured.
The Certificate of Incorporation of the Registrant (the "Certificate")
provides that directors, officers and others shall be indemnified to the fullest
extent authorized by the DGCL, as in effect (or, to the extent indemnification
is broadened, as it may be amended), against any and all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties paid or to be paid in settlement) reasonably incurred by such person
in connection with such proceeding. The Certificate further provides that, to
the extent permitted by law, expenses so incurred by any such person in
defending any such proceeding shall, at his request, be paid by the Registrant
in advance of the final disposition of such action or proceeding.
The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right
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which any person may have or acquire under any law, statute, provision of the
Certificate, By-laws, agreement, vote of stockholders or disinterested directors
or otherwise.
The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as such
and (ii) provides for payment on behalf of the Registrant against such loss but
only when the Registrant shall be required or permitted to indemnify directors
or officers for such loss pursuant to statutory or common law or pursuant to
duly effective certificate of incorporation or by-law provisions.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits
--------
The following exhibits are filed as part of this registration
statement:
4.1 Employee Stock Purchase Plan of Barnett Inc. (Exhibit 10.9
to Barnett Inc.'s Registration on Form S-1, Registration
Number 333-829, incorporated by reference herein).
4.2 1996 Omnibus Incentive Plan of Barnett Inc. (Exhibit 10.8 to
Barnett Inc.'s Registration on Form S-1, Registration Number
333-829, incorporated by reference herein).
4.3 1996 Stock Option Plan for Non-Employee Directors of Barnett
Inc. (Exhibit 10.11 to Barnett Inc.'s Registration Statement
on Form S-1, Registration Number 333-22453, incorporated
herein by reference).
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
(included in Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
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:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(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) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Securities and Exchange Commission
pursuant to Rule 424(b) promulgated
under the Securities Act of 1933 in the
aggregate, the changes in volume and
price represent no more than a 20%
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered 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 the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
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Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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
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 Jacksonville, State of Florida, on this 17th day of
March, 1997.
BARNETT INC.
By: /s/ William R. Pray
------------------------------------------
William R. Pray
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints William R. Pray and Andrea M.
Luiga and each of them (with full power of each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any all capacities to execute and sign any and all amendments or post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof and the Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William R. Pray President, Chief Executive Officer and
- ------------------------ Director (Principal Executive Officer) March 17, 1997
William R. Pray
/s/ Melvin Waxman Chairman of the Board of Directors and
- ------------------------ Director March 17, 1997
Melvin Waxman
/s/ Armond Waxman Vice-Chairman of the Board of
- ------------------------ Directors and Director March 17, 1997
Armond Waxman
/s/ Andrea M. Luiga Vice President-Finance and Chief
- ------------------------ Financial Officer (Principal Financial March 17, 1997
Andrea M. Luiga and Accounting Officer)
/s/ Sheldon Adelman Director
- ------------------------ March 17, 1997
Sheldon Adelman
/s/ Morry Weiss Director
- ------------------------ March 17, 1997
Morry Weiss
</TABLE>
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<TABLE>
<CAPTION>
BARNETT INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
-------------
SEQUENTIALLY
NUMBERED
EXHIBIT PAGE
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<S> <C>
4.1 Employee Stock Purchase Plan of Barnett Inc. (Exhibit 10.9 to Barnett
Inc.'s Registration on Form S-1, Registration Number 333-829,
incorporated by reference herein).
4.2 1996 Omnibus Incentive Plan of Barnett Inc. (Exhibit 10.8 to Barnett
Inc.'s Registration on Form S-1, Registration Number 333-829,
incorporated by reference herein).
4.3 1996 Stock Option Plan for Non-Employee Directors of Barnett Inc.
(Exhibit 10.11 to Barnett Inc.'s Registration Statement on Form S-1,
Registration Number 333-22453, incorporated herein by reference).
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
March 17, 1997
Barnett Inc.
3333 Lenox Road
Jacksonville, Florida
Ladies and Gentlemen:
On the date hereof, Barnett Inc., a Delaware corporation (the
"Company"), intends to transmit for filing with the Securities and Exchange
Commission, a Registration Statement on Form S-8 (the "Registration Statement"),
relating to an aggregate of 1,900,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of the Company which may be offered
from time to time pursuant to the plans listed on Annex A hereto (collectively,
the "Plans"). This opinion is an exhibit to the Registration Statement.
We have at times acted as counsel to the Company with respect
to certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on behalf
of the Company in connection with the proposed offer and sale of the Shares as
contemplated by the Registration Statement. We have examined copies (in each
case signed, certified or otherwise proven to our satisfaction to be genuine) of
the Company's Certificate of Incorporation as presently in effect, its By-Laws
as presently in effect, minutes and other instruments evidencing actions taken
by its directors and stockholders, the Plans and such other documents and
instruments relating to the Company and the proposed offering as we have deemed
necessary under the circumstances. Insofar as this opinion relates to securities
to be issued in the future, we have assumed that all applicable laws, rules and
regulations in effect at the time of such issuance are the same as such laws,
rules and regulations in effect as of the date hereof.
We note that we are members of the Bar of the State of New
York and that we are not admitted to the Bar in the State of Delaware. To the
extent that the opinions expressed herein involve the law of the State of
Delaware, such opinions are based solely upon our reading of the Delaware
General Corporation Law as reported by CSC Networks Prentice-Hall Legal and
Financial Services.
Based on and subject to the foregoing, and subject to and in
reliance on the accuracy and completeness of the information relevant thereto
provided to us, it is our opinion that the Shares to be issued pursuant to the
Plans (including upon the proper exercise of options granted pursuant to the
Plans) have been duly authorized and, subject to the effectiveness of the
Registration
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<PAGE> 2
Barnett Inc.
March 17, 1997
Page 2
Statement and compliance with applicable state securities laws, when issued in
accordance with the terms set forth in the Plans and options issued under the
Plans, will be legally and validly issued, fully paid and nonassessable.
It should be understood that nothing in this opinion is
intended to apply to any disposition of the Shares which any participant in the
Plans might propose to make in the future.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in the
preceding paragraph, without our express written consent, and no party other
than you is entitled to rely on it. This opinion is rendered to you as of the
date hereof and we undertake no obligation to advise you of any change, whether
legal or factual, after the date hereof.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
----------------------------------------------
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G, LLP:SMZ:GA:KLL
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ANNEX A
NAME OF PLAN
- ------------
Employee Stock Purchase Plan
1996 Omnibus Incentive Plan
1996 Stock Option Plan for Non-Employee Directors
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<PAGE> 1
[ARTHUR ANDERSEN LOGO]
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 August 2, 1996
included in Barnett Inc.'s Form 10-K for the year ended June 30, 1996 and to all
references to our Firm included in this Registration Statement.
/S/ Arthur Anderson LLP
Cleveland, Ohio,
March 13, 1997
