<PAGE>
Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 No.)
6 Logue Court, Suite G
Greenville, South Carolina 29615
(Address of principal executive offices) (Zip code)
SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR STEVEN H. OWINGS
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR MICHAEL L. BAUR
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR JEFFERY A. BRYSON
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR PAIGE ROSAMOND
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR BARRY ROBINSON
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR JEFF SHANAHAN
SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR GEORGE R. MCDOUGALD, III
SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR STEVEN R. FISCHER
SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR JAMES G. FOODY
SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR ROBERT S. MCLAIN, JR.
SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR STEVEN H. OWINGS
SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR MICHAEL L. BAUR
SCANSOURCE, INC. 1995 STOCK OPTION PLAN FOR ROBERT S. MCLAIN, JR.
SCANSOURCE, INC. 1995 STOCK OPTION PLAN FOR EDWARD J. SOLOMAN
(Full title of the plans)
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)
(COVER PAGE CONTINUED)
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<PAGE>
(COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value (3) 200,000 $ 20.94 $4,188,000 $1,235.46
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (4) 70,000 16.50 1,155,000 340.73
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (5) 10,000 16.50 165,000 48.67
---------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (6) 5,000 16.50 82,500 24.34
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (7) 1,000 14.00 14,000 4.13
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (8) 10,000 16.625 166,250 49.04
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Common Stock, no par value (9) 10,000 16.625 166,250 49.04
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Common Stock, no par value (10) 23,000 17.00 391,000 115.35
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (11) 5,000 11.25 56,250 16.59
---------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (12) 5,000 11.25 56,250 16.59
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (13) 5,000 14.50 72,500 21.39
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (14) 5,000 10.75 53,750 15.86
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (15) 30,000 14.50 435,000 128.33
---------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (16) 16,000 14.50 232,000 68.44
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (17) 10,000 8.625 86,250 25.44
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (18) 10,000 10.875 108,750 32.08
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL -- -- -- $2,191.48
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</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also registers such indeterminate number of
additional shares as may become issuable under the plans 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)(1) under the Securities Act of 1933, as
amended, based on the exercise prices of outstanding options and, with
respect to shares not subject to outstanding options, 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) Shares issuable under the ScanSource, Inc. 1997 Stock Incentive Plan.
(4) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for
Steven H. Owings.
(5) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for
Michael L. Baur.
(6) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for
Jeffery A. Bryson.
(7) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Paige
Rosamond.
(8) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Barry
Robinson.
(9) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Jeff
Shanahan.
<PAGE>
(10) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for
George R. McDougald, III.
(11) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for
Steven R. Fischer.
(12) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for James
G. Foody.
(13) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for
Robert S. McLain, Jr.
(14) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for
Robert S. McLain, Jr.
(15) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for
Steven H. Owings.
(16) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for
Michael L. Baur.
(17) Shares issuable under the ScanSource, Inc. 1995 Stock Option Plan for
Robert S. McLain, Jr.
(18) Shares issuable under the ScanSource, Inc. 1995 Stock Option Plan for
Edward J. Soloman.
This Registration Statement on Form S-8 relates to the shares of common stock,
no par value per share, of ScanSource, Inc. (the "Company") issuable pursuant to
the terms of the following employee benefit plans:
<TABLE>
<S> <C>
200,000 shares - ScanSource, Inc. 1997 Stock Incentive Plan.
70,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Steven H. Owings,
reflected by the ScanSource, Inc. Stock Option Agreement
dated January 17, 1997 by and between the Company and Steven
H. Owings.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Michael L. Baur,
reflected by the ScanSource, Inc. Stock Option Agreement
dated January 17, 1997 by and between the Company and
Michael L. Baur.
5,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeffery A.
Bryson, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Jeffery A. Bryson.
1,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond,
reflected by the ScanSource, Inc. Stock Option Agreement
dated March 19, 1997 by and between the Company and Paige
Rosamond.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and Barry
Robinson.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanhan,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and Jeff
Shanahan.
23,000 shares - ScanSource, Inc. 1997 Stock Option Plan for George R.
McDougald, III, reflected by the ScanSource, Inc. Stock
Option Agreement dated October 9, 1997 by and between the
Company and George R. McDougald, III.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven R.
Fischer, reflected by the ScanSource, Inc. Stock Option
Agreement dated July 18, 1996 by and between the Company and
Steven R. Fischer.
</TABLE>
<PAGE>
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for James G. Foody,
reflected by the ScanSource, Inc. Stock Option Agreement
dated July 18, 1996 by and between the Company and James G.
Foody.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated December 2, 1996 by and between the Company
and Robert S. McLain, Jr.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated July 26, 1996 by and between the Company and
Robert S. McLain, Jr.
30,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven H. Owings,
reflected by the ScanSource, Inc. Stock Option Agreement
dated December 3, 1996 by and between the Company and Steven
H. Owings.
16,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Michael L. Baur,
reflected by the ScanSource, Inc. Stock Option Agreement
dated December 3, 1996 by and between the Company and
Michael L. Baur.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Robert S. McLain,
Jr. reflected by the ScanSource, Inc. Stock Option Agreement
dated June 5, 1995 by and between the Company and Robert S.
McLain, Jr.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Edward J. Soloman
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 1, 1995 by and between the Company and
Edward J. Soloman.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997;
(b) All other reports filed by the Registrant with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
Registrant's fiscal year ended June 30, 1997; and
<PAGE>
(c) The description of the common stock, no par value, of the Registrant
contained in the Registrant's Registration Statement on Form SB-2 (File
no. 33-75026-A), including any amendment or report filed for the purpose
of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As permitted by the South Carolina Business Corporations Act of 1988, as
amended, the Registrant's Amended and Restated Articles of Incorporation provide
that a director of the Registrant shall not be personally liable to the
Registrant or any of its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) for acts
or omissions not in good faith or which involve gross negligence, intentional
misconduct or a knowing violation of law, (iii) for any unlawful distribution as
set forth in the Code of Laws of South Carolina or (iv) for any transaction from
which the director derived an improper personal benefit. These provisions may
have the effect in certain circumstances of reducing the likelihood of
derivative litigation against directors. While these provisions eliminate the
right to recover monetary damages from directors except in limited
circumstances, rights to seek injunctive or other non-monetary relief is not
eliminated.
The Registrant's Bylaws set forth certain indemnification provisions as a
contractual right of the Registrant's directors, officers and agents.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the arrangements described above, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Page II - 2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index to this Registration Statement are
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offerings. 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;
(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 the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not excced that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee@ table in the effective
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 (i) and (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
Page II - 3
<PAGE>
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) Incorporation of Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
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) Indemnification of Management and Control Persons. Insofar as
indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in such 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.
Page II - 4
<PAGE>
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 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
-----------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ STEVEN H. OWINGS Chairman of the Board and Chief April 7, 1998
Steven H. Owings Executive Officer
- -----------------------------------
/s/ MICHAEL L. BAUR President and Director April 7, 1998
- -----------------------------------
Michael L. Baur
/s/ JEFFERY A. BRYSON Chief Financial Officer and April 7, 1998
Jeffery A. Bryson Treasurer (principal financial and
- ----------------------------------- accounting officer)
/s/ STEVEN R. FISCHER Director
- ----------------------------------- April 7, 1998
Steven R. Fischer
/s/ JAMES G. FOODY Director
- ----------------------------------- April 7, 1998
James G. Foody
</TABLE>
Page II - 5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
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)
Page II - 6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP]
April 7, 1998
Reply to Columbia
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 a Registration Statement on Form S-8
(the "Registration Statement") relating to the issuance of common stock, no par
value per share (the "Common Stock"), of ScanSource, Inc. (the "Company")
pursuant to and in accordance with the provisions of the ScanSource, Inc. 1997
Stock Incentive Plan ("the Plan") and the other stock options identified on
Exhibit A attached hereto ("the Option"). 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
<PAGE>
Scansource, Inc
April 7, 1998
page 2
___________________________________
pursuant to the provisions of the Plans and the Options have been duly
authorized, and when (a) 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 Plans and
the Options 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the Plans and the Options. 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
<PAGE>
EXHIBIT A
The attached opinion relates to the Registration Statement on Form S-8
covering the shares of common stock, no par value per share, of ScanSource, Inc.
(the "Company") issuable pursuant to the terms of the following employee benefit
plans:
200,000 shares - ScanSource, Inc. 1997 Stock Incentive Plan.
70,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Steven H.
Owings, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Steven H. Owings .
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Michael L.
Baur, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Michael L. Baur.
5,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeffery A.
Bryson, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Jeffery A. Bryson.
1,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond,
reflected by the ScanSource, Inc. Stock Option Agreement
dated March 19, 1997 by and between the Company and Paige
Rosamond.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and
Barry Robinson.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanhan,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and Jeff
Shanahan.
23,000 shares - ScanSource, Inc. 1997 Stock Option Plan for George R.
McDougald, III, reflected by the ScanSource, Inc. Stock
Option Agreement dated October 9, 1997 by and between the
Company and George R. McDougald, III.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven R.
Fischer, reflected by the ScanSource, Inc. Stock Option
Agreement dated July 18, 1996 by and between the Company
and Steven R. Fischer.
<PAGE>
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for James G. Foody,
reflected by the ScanSource, Inc. Stock Option Agreement
dated July 18, 1996 by and between the Company and James G.
Foody.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated December 2, 1996 by and between the Company
and Robert S. McLain, Jr.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated July 26, 1996 by and between the Company
and Robert S. McLain, Jr.
30,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven H.
Owings, reflected by the ScanSource, Inc. Stock Option
Agreement dated December 3, 1996 by and between the Company
and Steven H. Owings .
16,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Michael L.
Baur, reflected by the ScanSource, Inc. Stock Option
Agreement dated December 3, 1996 by and between the Company
and Michael L. Baur.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated June 5, 1995 by and between the Company and
Robert S. McLain, Jr.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Edward J.
Soloman reflected by the ScanSource, Inc. Stock Option
Agreement dated September 1, 1995 by and between the
Company and Edward J. Soloman.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
ScanSource, Inc.:
We consent to incorporation by reference in this registration statement 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
