<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BRIGHTPOINT, INC.
-----------------
(Exact name of registrant as specified in its charter)
DELAWARE 35-1778566
--------------------- -----------------------------------
(State or other jurisdiction I.R.S. Employer Identification No.)
of incorporation or organization)
6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
- --------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
1994 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
ROBERT J. LAIKIN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
BRIGHTPOINT, INC.
6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(317) 297-6100
--------------
(Telephone number, including area code, of agent for service)
Copy to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
The contents of earlier Registration Statements on Form S-8 (File Nos.
33-90926 and 33-90988) are incorporated herein by reference.
-1-
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Amount to be Aggregate Price Aggregate Offering Registration
Title of Securities to be Registered Registered Per Share (1) Price(2) Fee
------------------------------------ ----------- --------- -------- -------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,990,625 shares $41.12 $81,854,500 $24,804.39
share (2)
</TABLE>
______________________
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices for the
Common Stock as quoted on the Nasdaq National Market on September 24,
1997.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate number of
shares of the registrant's common stock that may be issued pursuant to
the anti-dilution provisions of the registrant's 1994 Stock Option
Plan.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996;
(2) Amendment No. 1 to the registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996;
(3) The registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(4) The registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
(5) The registrant's Current Report on Form 8-K dated August
6, 1997.
(6) The description of the registrant's common stock, par
value $.01 per share, contained in the registrant's Registration Statement on
Form 8-A declared effective April 7, 1994 and any amendments thereto; and
(7) All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment 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 hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement.
Item 5. Interests of Named Experts and Counsel
A partner of Tenzer Greenblatt LLP holds options to purchase 9,375
shares of the registrant's common stock at an exercise price of $19.40 per
share.
-3-
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its stockholders
for monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may
affect a director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not made in good faith or which involve
intentional misconduct of knowing violations of law; (iii) liability for
dividends paid or stock repurchased or redeemed in violation of the Delaware
General Corporation Law; or (iv) any transaction from which the director
derived an improper personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to obtain
injunctive relief, specific performance or other equitable relief against
directors.
Article TENTH of the registrant's Certificate of Incorporation
provides that no director shall be personally liable to the registrant or any of
its stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such elimination or limitation is prohibited by the
Delaware General Corporation Law. In addition, Article NINTH of the registrant's
Certificate of Incorporation and Article XX of the By-Laws of the registrant
provide in substance that, to the fullest extent permitted by Delaware law, each
director and officer shall be indemnified by the registrant against reasonable
costs and expenses, including attorneys fees, and any liabilities which may be
incurred in connection with any action to which he may be made a party by reason
of having been a director or officer of the registrant. The indemnification
provided by the registrant's By-Laws is not deemed exclusive of or in any way
to limit any other rights which any person seeking indemnification may be
entitled.
-4-
<PAGE> 5
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Common Stock Certificate (1)
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Tenzer Greenblatt LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on
Page 8 of this Registration Statement)
</TABLE>
(1) Filed as an exhibit to the registrant's registration statement on Form S-1
(33-75148) and incorporated by reference thereto.
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:
(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 the prospectus (or the most
recent post-effective amendments thereto) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
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 (the "Commission") pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and prices
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the
-5-
<PAGE> 6
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 information required to be filed with a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 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
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 Section
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 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
-6-
<PAGE> 7
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
-7-
<PAGE> 8
SIGNATURES AND POWER OF ATTORNEY
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 of 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 Indianapolis, State of Indiana, on the 30th
day of September, 1997.
BRIGHTPOINT, INC.
By: /s/ Robert J. Laikin,
----------------------------
Robert J. Laikin,
Chairman of the Board
and Chief Executive
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Laikin and J. Mark Howell,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all 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, hereby ratifying and confirming all that each said attorney-in-fact
or agent or substitute lawfully does or causes to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert J. Laikin Director, Chairman September 30, 1997
- -------------------- of the Board and Chief
Robert J. Laikin Executive Officer
(Principal Executive
Officer)
/s/ J. Mark Howell Director, President and September 30, 1997
- -------------------- Chief Operating Officer
J. Mark Howell
/s/ Phillip A. Bounsall Executive Vice President, September 30, 1997
- ----------------------- Chief Financial Officer
Phillip A. Bounsall (Principal Financial
Officer)
/s/ T. Scott Housefield Director, Executive Vice September 30, 1997
- ----------------------- President
T. Scott Housefield
/s/ John P. Delaney Vice President, Corporate September 30, 1997
- -------------------- Controller (Principal
John P. Delaney Accounting Officer)
</TABLE>
-8-
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John W. Adams Director September 30, 1997
- --------------------
John W. Adams
/s/ Robert F. Wagner Director September 30, 1997
- --------------------
Robert F. Wagner
/s/ Stephen H. Simon Director September 30, 1997
- --------------------
Stephen H. Simon
Director September , 1997
- --------------------
Rollin M. Dick
Director September , 1997
- --------------------
Steven B. Sands
</TABLE>
-9-
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Common Stock Certificate (1)
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page 8 of this
Registration Statement)
</TABLE>
___________________
(1) Filed as an exhibit to the registrant's registration
statement on Form S-1 (33-75148) and incorporated by reference
thereto.
<PAGE> 1
EXHIBIT 5
<PAGE> 2
September 30, 1997
Brightpoint, Inc.
6402 Corporate Drive
Indianapolis, Indiana 46278
Gentlemen:
You have requested our opinion with respect to the offer and
sale by you, Brightpoint, Inc., a Delaware corporation (the "Company"),
pursuant to a Registration Statement (the "Registration Statement") on Form S-8
under the Securities Act of 1933, as amended (the "Act"), of up to 1,990,625
shares (the "Shares") of Common Stock, par value $.01 per share, of the
Company, issuable upon exercise of stock options (the "Plan Options") granted
and eligible for future grant under the Company's 1994 Stock Option Plan.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized and when sold, paid for and issued as
contemplated by the Registration Statement and the Plan Options, will be duly
and validly issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, we do not thereby concede
that we come within the categories of persons whose consent is required by the
Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/TENZER GREENBLATT LLP
------------------------
TENZER GREENBLATT LLP
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference into this Registration Statement
(Form S-8) for the registration of 1,990,625 shares of common stock issuable
upon exercise of stock options granted under the 1994 Stock Option Plan of
Brightpoint, Inc. of our report dated January 28, 1997, with respect to the
consolidated financial statements of Brightpoint, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996
and the related schedule included therein, filed with the Securities and
Exchange Commission.
Indianapolis, Indiana
September 24, 1997
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this Registration Statement
on Form S-8 for the 1994 Stock Option Plan of Brightpoint Inc., of our report
dated February 23, 1996, relating to the combined balance sheets of Allied
Communications, Inc. and its affiliates for the year ended December 31, 1995
and the related combined statements of income, stockholders' equity and cash
flows for the years ended December 31, 1994 and 1995 incorporated by reference
into the Annual Report on Form 10-K of Brightpoint, Inc. for the year ended
December 31, 1996.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
September 24, 1997
