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Registration No. 33 - 94640
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANSOURCE, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0965380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
605 Haywood Road
Greenville, South Carolina 29615
(Address of principal executive offices) (Zip code)
SCANSOURCE, INC.
1993 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JEFFERY A. BRYSON
CHIEF FINANCIAL OFFICER
6 LOGUE COURT, SUITE G
GREENVILLE, SOUTH CAROLINA 29615
(803) 288-2432
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE(3)
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2)
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<S> <C> <C> <C> <C>
Common Stock, no
par value per share......... 280,000 $20.94 $5,863,200 $495
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(1) Pursuant to Rule 416(a), this registration statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends, and similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, based on the average of the bid and asked quotations for the
Registrant's Common Stock on the Nasdaq National Market on April 3, 1998.
(3) The Registrant has previously registered an aggregate of 200,000 shares
under the Plan and has previously paid a registration fee of $638.00.
Pursuant to Instruction E to From S-8, an additional $495 registration fee
is paid with respect to the additional 80,000 shares registered hereby.
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POST EFFECTIVE AMENDMENT NO. 1
This Post Effective Amendment No. 1 is being filed pursuant to Instruction
E of Form S-8 and amends the Form S-8 Registration Statement previously filed
with the Securities and Exchange Commission on July 17, 1995 by the Registrant
with respect to the Registrant's 1993 Incentive Stock Option Plan (Registration
No. 33-94640). The contents of such earlier Registration Statement are hereby
incorporated by reference.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index to this Registration Statement are
filed as part of this Registration Statement or are otherwise incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenville, State of South Carolina,
on April 7, 1998.
SCANSOURCE, INC.
By: /s/ STEVEN H. OWINGS
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Steven H. Owings, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEVEN H. OWINGS Chairman of the Board and Chief April 7, 1998
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Steven H. Owings Executive Officer
/s/ JEFFERY A. BRYSON Chief Financial Officer and April 7, 1998
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Jeffery A. Bryson Treasurer (principal financial and
accounting officer)
/s/ MICHAEL L. BAUR President and Director April 7, 1998
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Michael L. Baur
/s/ STEVEN R. FISCHER Director April 7, 1998
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Steven R. Fischer
/s/ JAMES G. FOODY Director April 7, 1998
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James G. Foody
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.10 1993 Incentive Stock Option Plan (as amended) of the
Registrant and Form of Stock Option Agreement
(Incorporated by reference to Exhibit 10.10 to the
Registrant=s Registration Statement on Form S-1 filed with
the Commission on January 23, 1998, Registration No. 333-
20231).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Nexsen Pruet Jacobs & Pollard, LLP (included
in their opinion filed as Exhibit 5.1).
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Exhibit 5.1
[LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP]
April 7, 1998
ScanSource, Inc.
6 Logue Court, Suite G
Greenville, South Carolina 29615
RE: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished to you in connection with your filing with
the Securities and Exchange Commission of an amendment to a Registration
Statement on Form S-8 (the ARegistration Statement@) relating to the ScanSource,
Inc. 1993 Incentive Stock Option Plan (the APlan@) and the sale of common stock,
no par value per share (the ACommon Stock@), of ScanSource, Inc. (the ACompany@)
pursuant to the exercise of options granted under the Plan and exercised in
accordance with the provisions of the Plan. In this connection, we have
familiarized ourselves with the Articles of Incorporation and the Bylaws of the
Company, and have examined the originals, or copies certified or otherwise
identified to our satisfaction, of corporate records, including minute books, of
the Company. We have also examined the Registration Statement, together with
the exhibits thereto, and such other certificates of officers, documents, and
records as we have deemed necessary for the purpose of expressing the opinion
contained herein.
On the basis of, and in reliance upon, the foregoing, and subject to the
assumptions and qualifications set forth herein, we are of the opinion that the
shares of Common Stock to be issued pursuant to the provisions of the Plan have
been duly authorized, and when (a) the amendment to the Registration Statement
has become effective under the Securities Act of 1933, as amended, and the
pertinent provisions of any state securities laws, as may be applicable, have
been complied with and (b) the shares of Common Stock are issued in accordance
with the terms of the Plan as set forth in the Registration Statement, the
shares of Common Stock so issued will be validly issued, fully paid, and
nonassessable.
The opinion expressed herein is based upon applicable laws, statutes,
ordinances, rules and regulations as existed on this date and we express no
opinion as to the effect which any future amendments, changes, additions or
modifications thereof may have on the opinion expressed herein. We assume no
obligation to update or supplement our opinion to reflect any facts or
circumstances which may hereafter come to our attention, or changes in law which
may hereafter occur. This opinion is provided to you as a legal opinion only,
and not as a guaranty or warranty of the matters discussed herein or of any
transaction or obligation. We are furnishing this opinion for the sole and
exclusive benefit of the addressee.
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ScanSource, Inc.
April 7, 1998
Page 2
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with respect the Plan. By giving such consent, we do not
admit that we are 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 issued thereunder.
Very truly yours,
NEXSEN PRUET JACOBS & POLLARD, LLP
By: /s/ William S. McMaster
----------------------------
William S. McMaster
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
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The Board of Directors
ScanSource, Inc.:
We consent to incorporation by reference in the registration statement (No. 33-
94640) on Form S-8 of ScanSource, Inc. of our report, dated August 1, 1997,
relating to the balance sheets of ScanSource, Inc. as of June 30, 1996 and 1997,
and the related statements of income, shareholders= equity and cash flows for
each of the years in the three-year period ended June 30, 1997, which report
appears in the June 30, 1997 annual report on Form 10-K of ScanSource, Inc.
KPMG Peat Marwick LLP
Greenville, South Carolina
April 7, 1998
