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As filed with the Securities and Exchange Commission on August 7, 1997.
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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BRIGHTPOINT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<C> <C> <C>
DELAWARE 6402 CORPORATE DRIVE 35-1778566
(State or other jurisdiction of INDIANAPOLIS, IN 46278 (IRS employer identification number)
incorporation or organization) (317) 297-6100
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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J. MARK HOWELL, PRESIDENT
AND CHIEF OPERATING OFFICER
BRIGHTPOINT, INC.
6402 CORPORATE DRIVE
INDIANAPOLIS, INDIANA 46278
(317) 297-6100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
ROBERT J. MITTMAN, ESQ. MICHAEL A. CAMPBELL, ESQ.
TENZER GREENBLATT LLP MAYER, BROWN & PLATT
405 LEXINGTON AVENUE 190 SOUTH LASALLE STREET
NEW YORK, NEW YORK 10174 CHICAGO, ILLINOIS 60603
TELEPHONE NO.: (212) 885-5000 TELEPHONE NO.: (312) 782-0600
FACSIMILE NO.: (212) 885-5001 FACSIMILE NO.: (312) 701-7711
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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] 333-29533
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share(2)................ 500,000 shares $30.00 $15,000,000 $4,545.46
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Includes 100,000 shares of Common Stock offered hereby by certain
stockholders of the Company.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Commission File No. 333-29533) (the "Registration
Statement") filed by Brightpoint, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") on June 19, 1997, as amended by Amendment
No. 1 to the Registration Statement filed by the Company with the Commission on
July 15, 1997, and as further amended by Amendment No. 2 to the Registration
Statement filed by the Company with the Commission on August 6, 1997, which was
declared effective August 6, 1997, are incorporated herein by reference.
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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 of the
requirements of filing on Form S-3 and has duly caused this Rule 462(b)
Registration Statement to be signed on its behalf by the undersigned, in the
City of Indianapolis, State of Indiana, on the 7th day of August 1997.
BRIGHTPOINT, INC.
By: /s/ ROBERT J. LAIKIN
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Robert J. Laikin
Chief Executive Officer
Each person whose signature appears below hereby authorizes each of Robert
J. Laikin and J. Mark Howell or either of them as his true and lawful
attorney-in-fact with full power of substitution to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Rule
462(b) Registration Statement was signed by the following persons in the
capacities and on the dates stated:
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ ROBERT J. LAIKIN Chairman of the Board and Chief August 7, 1997
- - --------------------------------------------- Executive Officer (Principal
Robert J. Laikin Executive Officer)
/s/ J. MARK HOWELL President, Chief Operating Officer August 7, 1997
- - --------------------------------------------- and Director
J. Mark Howell
/s/ T. SCOTT HOUSEFIELD Executive Vice President and August 7, 1997
- - --------------------------------------------- Director
T. Scott Housefield
/s/ PHILLIP A. BOUNSALL Executive Vice President; Chief August 7, 1997
- - --------------------------------------------- Financial Officer (Principal
Phillip A. Bounsall Financial Officer); and Treasurer
/s/ STEVEN E. FIVEL Executive Vice President; General August 7, 1997
- - --------------------------------------------- Counsel; and Secretary
Steven E. Fivel
/s/ JOHN P. DELANEY Vice President; Corporate August 7, 1997
- - --------------------------------------------- Controller; and Assistant Secretary
John P. Delaney (Principal Accounting Officer)
/s/ ROBERT PICOW Vice Chairman of the Board August 7, 1997
- - ---------------------------------------------
Robert Picow
Director August 7, 1997
- - ---------------------------------------------
Joseph Forer
Director August 7, 1997
- - ---------------------------------------------
John W. Adams
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ ROBERT F. WAGNER Director August 7, 1997
- - ---------------------------------------------
Robert F. Wagner
/s/ STEPHEN H. SIMON Director August 7, 1997
- - ---------------------------------------------
Stephen H. Simon
/s/ ROLLIN M. DICK Director August 7, 1997
- - ---------------------------------------------
Rollin M. Dick
Director August 7, 1997
- - ---------------------------------------------
Steven B. Sands
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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5.1 Opinion of Tenzer Greenblatt LLP as to the legality of the
shares to be issued.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Tenzer Greenblatt LLP, included in opinion filed
as Exhibit 5.1
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EXHIBIT 5.1
[TENZER GREENBLATT LLP LETTERHEAD]
August 7, 1997
Brightpoint, Inc.
6402 Corporate Drive
Indianapolis, Indiana 46278
Gentlemen:
You have requested our opinion with respect to the public
offering and sale by Brightpoint, Inc., a Delaware corporation (the "Company"),
of up to 400,000 shares of Common Stock, par value $.01 per share (the
"Company Shares") and the public offering and sale by certain Selling
Stockholders of up to 100,000 shares of Common Stock, par value $.01 per
share (the "Selling Stockholder Shares"), pursuant to a Registration Statement
(the "Registration Statement") filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "Act").
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 appropriate
state and local officials, and upon certificates of executive officers and
responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Company
Shares and Selling Stockholder Shares have been duly and validly authorized and
that the Selling Stockholder Shares are, and the Company Shares, when sold,
paid for and issued as contemplated by the Registration Statement when it
becomes effective under the Act 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, and to the use of our name as counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof.
In giving this consent, we do
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Brightpoint, Inc.
August 7, 1997
Page 2
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,
TENZER GREENBLATT LLP
/s/ TENZER GREENBLATT LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Brightpoint, Inc.
for the registration of 5,100,000 shares of its common stock and to the
inclusion of and incorporation by reference therein of our report dated January
28, 1997, with respect to the financial statements of Brightpoint, Inc. included
therein and incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1996 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Indianapolis, Indiana
August 1, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-3/A of
Brightpoint, Inc. of our report on Allied Communications, Inc. and Affiliates
dated February 23, 1996 on our audits of the financial statements of Allied
Communications, Inc. and Affiliates. We also consent to the reference to our
Firm under the caption "Experts."
COOPERS & LYBRAND LLP
Philadelphia, Pennsylvania
August 1, 1997
