AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHS ELECTRONICS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
FLORIDA 5045 65-0263022
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
(305) 716-8273
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CLAUDIO OSORIO
PRESIDENT
CHS ELECTRONICS, INC.
2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
(305) 716-8273
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY OF COMMUNICATIONS TO:
BERNARD JACOBSON, ESQ.
PAUL BERKOWITZ, ESQ. ROBERT J. GRAMMIG, ESQ.
DANIEL REED, ESQ. HOLLAND & KNIGHT
GREENBERG, TRAURIG, HOFFMAN, 701 BRICKELL AVENUE
LIPOFF, ROSEN & QUENTEL, P.A. SUITE 3000
1221 BRICKELL AVENUE MIAMI, FLORIDA 33131
MIAMI, FLORIDA 33131 (305) 374-8500
(305) 579-0500 (FACSIMILE) (305) 789-7799
(FACSIMILE) (305) 579-0717
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Approximate Date of Commencement of Proposed Sale to the Public: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-03864.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ] _______________
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CALCULATION OF REGISTRATION FEE
============================================================================================================================
TITLE OF EACH CLASS OF SECURITIES TO PROPOSED MAXIMUM AGGREGATE
BE REGISTERED OFFERING PRICE AMOUNT OF REGISTRATION FEE
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value............................... $12,627,000(1)(2) $4,355
============================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) Includes 137,250 additional shares of Common Stock issuable upon exercise of
the Underwriters' over-allotment option.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-1 (File No. 333-03864) of CHS
Electronics, Inc., which was declared effective by the Securities and Exchange
Commission on June 6, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Act"), the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Miami, State of Florida, on June 6, 1996.
CHS ELECTRONICS, INC.
By: /s/ CLAUDIO OSORIO
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Claudio Osorio
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ CLAUDIO OSORIO President and Director June 6, 1996
Claudio Osorio (principal executive officer)
/s/ ALVIN PERLMAN* Executive Vice President June 6, 1996
Alvin Perlman and Director
/s/ ANTONIO BOCCALANDRO* Secretary and June 6, 1996
Antonio Boccalandro Director
/s/ CRAIG TOLL Chief Financial Officer and Treasurer June 6, 1996
Craig Toll (principal financial officer and
principal accounting officer)
/s/ OTTO GERLACH* Director June 6, 1996
Otto Gerlach
/s/ DONALD D. WINSTEAD* Director June 6, 1996
Donald D. Winstead
/s/ ZBYNEK KRAUS* Director June 6, 1996
Zbynek Kraus
*By:/s/CRAIG TOLL June 6, 1996
Craig Toll, Attorney-In-Fact
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<PAGE>
EXHIBIT TO INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel as to the validity of the Common Stock being
registered
23.1 Consent of Grant Thornton LLP
23.2 Consent of BDO Binder A.G.
23.3 Consent of Arthur Andersen & Co. Kft.
23.4 Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (incorporated by reference from
Registration Statement No. 333-03864)
EXHIBIT 5.1
OPINION OF COUNSEL
June 6, 1996
CHS Electronics, Inc.
2153 NW 86th Avenue
Miami, Florida 33122
Ladies and Gentlemen:
On June 6, 1996, CHS Electronics, Inc., a Florida corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates to the sale
by the Company and certain selling shareholders (the "Selling Shareholders") of
up to 765,000, and 150,000 shares, respectively, of the Company's Common Stock,
par value $.001 per share (the "Shares"). We have acted as special counsel to
the Company in connection with the preparation and filing of the Registration
Statement. Defined terms used herein shall have the meanings attributed thereto
in the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company; (ii) actions of the Board of Directors of the
Company authorizing the offering and the issuance of the Shares and related
matters; (iii) the Registration Statement and exhibits thereto; and (iv) such
other documents and instruments as we have deemed necessary for the expression
of opinions herein contained. In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independently checking or verifying the accuracy
of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i)
the Shares to be sold by the Company pursuant to the Registration Statement have
been duly and validly authorized and, when issued and delivered in accordance
with the Underwriting Agreement filed as Exhibit 1.1 to the Registration
Statement (No. 333-03864) will be validly issued, fully paid and nonassessable,
and (ii) the Shares to be sold by the Selling Shareholders pursuant to the
Registration Statement have been duly and validly authorized and issued and are
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 23, 1996, accompanying the financial
statements of CHS Electronics, Inc. contained in the Registration Statement and
Prospectus filed on Form S-1. We consent to the use of the aforementioned report
in the Registration Statement and Prospectus, and the use of our name as it
appears under the captions "Experts" and "Selected Consolidated Financial Data."
Grant Thornton LLP
Miami, Florida
June 6, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
CHS Electronics, Inc.
Miami, Florida
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated January 26, 1996, except for the statement of cash
flows and the notes to which the date is March 8, 1996, relating to the
financial statements of Wyrsch Trading Ltd., Littau, which are incorporated by
reference in this Registration Statement.
We also consent to the incorporation by reference in this Registration Statement
to us under the caption "Experts."
BDO BINDER AG
Lucerne, Switzerland
June 6, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 1, 1996, and to the reference to our Firm included under the caption
"Experts" included in or made a part of this registration statement.
ARTHUR ANDERSEN & CO. Kft.
Budapest, Hungary,
June 6, 1996
EXHIBIT 23.4
CONSENT OF COUNSEL
We hereby consent to the incorporation by reference of our opinion (including
the use of our name under the caption "Legal Matters") included in or made a
part of this registration statement.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
June 6, 1996
