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, GREENVILLE, SOUTH CAROLINA 29615
(Address of principal executive offices) (Zip code)
SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN
SCANSOURCE, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION 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)
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> <C>
Common Stock, no par value (3) 200,000 $ 35.25 $ 7,050,000 $1,861.20
------------------------------------- ---------------- --------------------- --------------------- -------------------
Common Stock, no par value (4) 10,000 35.375 353,750
90,000 35.25 3,172,500 930.93
------------------------------------- ---------------- --------------------- --------------------- -------------------
Total 300,000 - 10,576,250 2,792.13
===================================== ================ ===================== ===================== ===================
</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 high and low prices reported for the Registrant's Common Stock on the
Nasdaq National Market on May 9, 2000.
(3) Shares issuable under the ScanSource, Inc. 1997 Stock Incentive Plan.
(4) Shares issuable under the ScanSource, Inc. Non-Employee Director Stock
Option Plan.
<PAGE>
This Registration Statement on Form S-8 is being filed with respect to
the ScanSource, Inc. 1997 Stock Incentive Plan pursuant to Instruction E of Form
S-8.
A Form S-8 Registration Statement (Registration No. 333-49879) was
filed with the Securities and Exchange Commission ("SEC") on April 10, 1998 by
the Registrant to register 200,000 shares of common stock, no par value per
share ("Common Stock"), of ScanSource, Inc. (the "Company") issuable upon
exercise of awards granted under the Registrant's 1997 Stock Incentive Plan.
Following an amendment to such plan in December 1998 increasing the number of
shares issuable upon exercise of awards under such plan, a Form S-8 Registration
Statement (Registration No. 333-78281) was filed with the SEC on May 12, 1999 by
the Registrant to register an additional 200,000 shares of Common Stock issuable
upon exercise of awards granted under such plan. This Registration Statement is
being filed to register an additional 200,000 shares of Common Stock which may
be issued upon exercise of awards granted under such plan as a consequence of a
December 1999 amendment to such plan. The contents of the earlier Registration
Statements on Form S-8 (Registration No. 333-49879 and 333-78281) are hereby
incorporated by reference.
This Registration Statement on Form S-8 is also being filed with
respect to the 100,000 shares of Common Stock issuable pursuant to the terms of
the ScanSource, Inc. Non-Employee Director Stock Option Plan.
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.
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<PAGE>
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 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:
(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;
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<PAGE>
(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.
(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.
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<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 May 9,
2000.
SCANSOURCE, INC.
By: /s/ STEVEN H. OWINGS
---------------------------------------
Steven H. Owings, Chairman of the Board
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>
/S/ STEVEN H. OWINGS Chairman of the Board May 9, 2000
- ------------------------
Steven H. Owings
/S/ MICHAEL L. BAUR President, Chief Executive Officer and May 9, 2000
- ------------------------ Director
Michael L. Baur
/S/ JEFFERY A. BRYSON Chief Financial Officer and Treasurer May 9, 2000
- ------------------------ (principal financial and accounting
Jeffery A. Bryson officer)
/S/ STEVEN R. FISCHER Director May 9, 2000
- ------------------------
Steven R. Fischer
/S/ JAMES G. FOODY Director May 9, 2000
- ------------------------
James G. Foody
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.1 - Amendment No. 2 to 1997 Stock Incentive Plan of the Registrant
23.1 - Consent of KPMG 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]
May 9, 2000
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
"Incentive Plan")and 100,000 shares of Common Stock pursuant to and in
accordance with the provisions of the ScanSource, Inc. Non-Employee Stock Option
Plan (the "Director Plan" and collectively with the Incentive Plan, the
"Plans"). 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 Plans
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 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.
May 9, 2000
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
Exhibit 10.1
AMENDMENT NO. 2
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 600,000 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 30, 1999.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
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
KPMG LLP
Greenville, South Carolina
May 9, 2000
