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Registration No. 333 -
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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)
1997 Catalyst 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
<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 25,000 $13.50 $ 337,500 $ 94
50,000 28.94 1,447,000 403
- -------------------------------------------------------------------------------------------------------
TOTAL 75,000 -- $1,784,500 $497
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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 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 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 September 27, 1999.
This Registration Statement on Form S-8 relates to the 75,000 shares of common
stock, no par value per share, of ScanSource, Inc. (the "Company") issuable
pursuant to the terms of the 1997 Catalyst Stock Option Plan set forth in the
Stock Option Agreement dated May 7, 1997 between ScanSource, Inc. and,
collectively, Jerry Cline Ross, James David Campbell, Johnny Dean Enloe,
Douglas Ned Sanders, Jack F. Brumlow, James Franklin Brewer and Gary Bernard
Bradford.
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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, 1999;
(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, 1999; and
(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. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Except as hereinafter set forth, there is no statute, charter provision,
bylaw, contract or other arrangement under which any controlling person,
director or officer of the Registrant is insured or
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indemnified in any manner against liability which such person may incur in such
person's capacity as such.
Section 33-8-500 et seq. of the South Carolina Business Corporation Act of
1988, as amended (the "SC Act"), provides the Registrant with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes and mandates the indemnification of the Registrant's
directors under certain circumstances. As permitted by the SC Act, 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 also provide the Registrant with the power and
authority to the fullest extent legally permissible under the SC Act to
indemnify its directors and officers, persons serving at the request of the
Registrant or for its benefit as directors or officers of another corporation,
and persons serving as the Registrant's representatives or agents in certain
circumstances. The Registrant's Bylaws mandate indemnification of such persons
in certain circumstances and set forth such indemnification provisions as a
contractual right of such persons.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (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.
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:
Page II-2
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(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 exceed 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 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.
Page II-3
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(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
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, State of South Carolina, on September 28,
1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven H. Owings Chairman of the Board and Chief September 28, 1999
- ------------------------------------- Executive Officer
Steven H. Owings
/s/ Michael A. Baur President and Director September 28, 1999
- -------------------------------------
Michael L. Baur
/s/ Jeffery A. Bryson Chief Financial Officer and September 28, 1999
- ------------------------------------- Treasurer (principal financial and
Jeffery A. Bryson accounting officer)
* Director September 28, 1999
- -------------------------------------
Steven R. Fischer
* Director September 28, 1999
- -------------------------------------
James G. Foody
/s/ Steven H. Owings September 28, 1999
- -------------------------------------
*By: Steven H. Owings
(attorney-in-fact for each of
the persons indicated)
</TABLE>
Page II-5
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Nexsen Pruet Jacobs & Pollard, LLP
(included in their opinion filed as Exhibit 5.1).
24.1 Directors' Powers of Attorney.
Page II-6
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EXHIBIT 5.1
[LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP]
September 28, 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 75,000 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 Catalyst Stock Option Plan (the "Plan"). In this
connection, we have familiarized ourselves with the Amended and Restated
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
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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 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 the use of our report, dated August 13, 1999, relating to the
consolidated balance sheets of ScanSource, Inc. and subsidiaries as of June 30,
1998 and 1999, 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, 1999, incorporated by reference in this registration statement on Form S-8
of ScanSource, Inc., which report appears in the June 30, 1999 annual report on
Form 10-K of ScanSource, Inc.
/s/ KPMG LLP
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KPMG LLP
Greenville, South Carolina
September 29, 1999
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Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, ScanSource, Inc., a South Carolina corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8, and any and all amendments thereto, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, together with any and all exhibits and other documents
relating to said Registration Statement, all in connection with the Company's
registration under the Act of the 1997 Catalyst Stock Option Plan (the "Plan"),
including up to 75,000 shares of common stock, no par value per share, of the
Company (the "Common Stock") to be issued pursuant thereto and all other
interests offered or sold under the Plan; and all upon the terms and in the
manner to be set forth in said Registration Statement, referred to above;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company and member of the committee which administers the Plan, does hereby
appoint each of Steven H. Owings and Jeffery A. Bryson the undersigned's true
and lawful attorney-in-fact with power to act with or without the undersigned,
and with full power of substitution and resubstitution, to execute in the name,
place and stead of the undersigned, and in the undersigned's capacity as a
director of the Company, said Registration Statement and any and all amendments
and post-effective amendments thereto, and all instruments as said attorney-in-
fact shall deem necessary or incidental in connection therewith and to deliver
and file the same with the Commission, for and on the undersigned's behalf, and
in the undersigned's name and in the undersigned's capacity or capacities as
aforesaid. Said attorney-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned in any and all capacities
every act whatsoever necessary or desirable to be done in the premises as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney-in-
fact.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
28th day of September, 1999.
/s/ STEVEN R. FISCHER
----------------------
Steven R. Fischer
Director
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POWER OF ATTORNEY
WHEREAS, ScanSource, Inc., a South Carolina corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8, and any and all amendments thereto, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, together with any and all exhibits and other documents
relating to said Registration Statement, all in connection with the Company's
registration under the Act of the 1997 Catalyst Stock Option Plan (the "Plan"),
including up to 75,000 shares of common stock, no par value per share, of the
Company (the "Common Stock") to be issued pursuant thereto and all other
interests offered or sold under the Plan; and all upon the terms and in the
manner to be set forth in said Registration Statement, referred to above;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company and member of the committee which administers the Plan, does hereby
appoint each of Steven H. Owings and Jeffery A. Bryson the undersigned's true
and lawful attorney-in-fact with power to act with or without the undersigned,
and with full power of substitution and resubstitution, to execute in the name,
place and stead of the undersigned, and in the undersigned's capacity as a
director of the Company, said Registration Statement and any and all amendments
and post-effective amendments thereto, and all instruments as said attorney-in-
fact shall deem necessary or incidental in connection therewith and to deliver
and file the same with the Commission, for and on the undersigned's behalf, and
in the undersigned's name and in the undersigned's capacity or capacities as
aforesaid. Said attorney-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned in any and all capacities
every act whatsoever necessary or desirable to be done in the premises as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney-in-
fact.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
28th day of September, 1999.
/s/ JAMES G. FOODY
----------------------
James G. Foody
Director
