<PAGE>
Registration No. 333-
================================================================================
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
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
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 200,000 $21.00 $4,200,000 $1,168
==========================================================================================================
</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) 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 May 7, 1999.
================================================================================
<PAGE>
This Registration Statement on Form S-8 is being filed pursuant to
Instruction E of Form S-8. A Form S-8 Registration Statement was previously
filed with the Securities and Exchange Commission on April 10, 1998 by the
Registrant with respect to the Registrant's 1997 Stock Incentive Plan
(Registration No. 333-49879). This Registration Statement is being filed to
register an additional 200,000 shares of common stock, no par value per share,
of ScanSource, Inc. (the "Company") which may be issued upon exercise of awards
granted under such plan. The contents of the earlier Registration Statement on
Form S-8 (Registration No. 333-49879) are hereby incorporated by reference.
<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 30,
1999.
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 30, 1999
- -----------------------------------
Steven H. Owings Executive Officer
/S/ MICHAEL L. BAUR President and Director April 30, 1999
- -----------------------------------
Michael L. Baur
/S/ JEFFERY A. BRYSON Chief Financial Officer and April 30, 1999
- ----------------------------------- Treasurer (principal financial and
Jeffery A. Bryson accounting officer)
/S/ STEVEN R. FISCHER Director April 30, 1999
- -----------------------------------
Steven R. Fischer
/S/ JAMES G. FOODY Director April 30, 1999
- -----------------------------------
James G. Foody
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.1 - Amendment No. 1 to 1997 Stock Incentive Plan of the Registrant
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>
EXHIBIT 5.1
[LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP]
April 30, 1999
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 up to 200,000 shares
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, as amended (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 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.
<PAGE>
ScanSource, Inc.
April 30, 1999
Page 2
- -------------------------------------
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 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
<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 1
TO
SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN
1. Section 5.1 of the ScanSource, Inc. 1997 Stock Incentive Plan is
hereby amended to read in its entirety as follows:
"5.1. The securities subject to the Awards shall be 400,000 Shares. Such
numbers shall be adjusted as appropriate in order to give effect to changes
made in the number of outstanding shares as a result of a merger,
consolidation, recapitalization, reclassification, combination, stock
dividend, stock split, or other relevant change."
2. Section 15 of the ScanSource, Inc. 1997 Stock Incentive Plan as in
effect immediately prior to this Amendment is hereby deleted in its entirety and
Section 16 of the Plan as in effect immediately prior to this Amendment is
hereby renumbered to become Section 15 of the Plan.
3. No other term or provision of the ScanSource, Inc. 1997 Stock
Incentive Plan shall be affected by this Amendment.
This Amendment was approved by the ScanSource, Inc. Board of Directors to
be effective September 15, 1998.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
ScanSource, Inc.:
We consent to the use of our report, dated August 7, 1998, relating to the
consolidated balance sheets of ScanSource, Inc. and subsidiaries as of June 30,
1997 and 1998, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the years in the three-year period ended June
30, 1998, incorporated by reference in this registration statement on Form S-8
of ScanSource, Inc., which report appears in the June 30, 1998 annual report on
Form 10-K of ScanSource, Inc.
/s/KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Greenville, South Carolina
April 30, 1999
