AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CHS ELECTRONICS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0263022
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1994 STOCK INCENTIVE PLAN
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(FULL TITLES OF THE PLANS)
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CRAIG TOLL
CHIEF FINANCIAL OFFICER AND TREASURER
CHS ELECTRONICS, INC.
2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
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(Name and address of agent for service)
(305) 716-8250
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(Telephone number, including area code, of agent for service)
COPY TO:
PAUL BERKOWITZ, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0685
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 150,000
$.001 PAR VALUE................. SHARES $8.75 - $12.63 $1,586,350 $480.71
==============================================================================================================================
</TABLE>
(1) Represents the range of option exercise prices applicable to each of the
150,000 options the underlying shares of which are being registered
hereunder.
(2) Calculated based on the actual exercise price of each applicable option as
follows: 9,500 options at $9.00, 18,000 options at $8.75, 77,500 options at
$10.00 and 45,000 options at $12.63.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM
S-8 (REGISTRATION NO. 33-96160) IS INCORPORATED HEREIN BY REFERENCE WITH THE
EXCEPTION THAT ITEMS 6, 8 AND 9 THERETO ARE AMENDED AND RESTATED IN THEIR
ENTIRETY AS SET FORTH BELOW. THIS REGISTRATION STATEMENT IS BEING FILED TO
REGISTER AN ADDITIONAL 150,000 SHARES OF THE REGISTRANT'S COMMON STOCK THAT MAY
BE ISSUED BY THE REGISTRANT IN CONNECTION WITH A RECENT AMENDMENT TO THE
REGISTRANT'S 1994 STOCK INCENTIVE PLAN AS APPROVED BY THE REGISTRANT'S
SHAREHOLDERS ON JUNE 28, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the
Florida Business Corporation Act to indemnify its directors and officers to the
extent provided in such statute. The Registrant's Articles of Incorporation
provide that the Registrant may indemnify its executive officers and directors
to the fullest extent permitted by law either now or hereafter.
The provisions of the Florida Business Corporation Act that
authorize indemnification do not eliminate the duty of care of a director, and
in appropriate circumstances equitable remedies such as injunctive or other
forms of nonmonetary relief will remain available under Florida law. In
addition, each director will continue to be subject to liability for (a)
violations of criminal laws, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (b) deriving an improper personal benefit from a transaction; (c)
voting for or assenting to an unlawful distribution; and (d) willful misconduct
or a conscious disregard for the best interests of the Registrant in a
proceeding by or in the right of the Registrant to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. The statute does
not affect a director's responsibilities under any other law, such as the
federal securities laws.
At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-4 below.
ITEM 9. UNDERTAKINGS
(a) 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 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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;
(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 (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
II - 1
<PAGE>
(2) That, for the purpose of determining any liability under the 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
II - 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, 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 Miami, State of Florida on January 13, 1997.
CHS ELECTRONICS, INC.
By: /s/ CLAUDIO OSORIO
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Claudio Osorio
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Claudio Osorio and Craig Toll his
true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ CLAUDIO OSORIO President and Director (principal executive January 13, 1997
- -------------------------------- officer)
Claudio Osorio
/s/ ALVIN PERLMAN Executive Vice President and Director January 13, 1997
- --------------------------------
Alvin Perlman
/s/ ANTONIO BOCCALANDRO Secretary and Director January 13, 1997
- --------------------------------
Antonio Boccalandro
/s/ CRAIG TOLL Chief Financial Officer and Treasurer January 13, 1997
- -------------------------------- (principal financial officer and principal
Craig Toll accounting officer)
/s/ OTTO GERLACH Director January 13, 1997
- --------------------------------
Otto Gerlach
/s/ DONALD D WINSTEAD Director January 13, 1997
- --------------------------------
Donald D. Winstead
/s/ ZBYNEK KRAUS Director January 13, 1997
- --------------------------------
Zbynek Kraus
</TABLE>
II - 3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C>
4.1 Registrant's Amended and Restated Articles of
Incorporation (1)
4.2 Registrant's Amended and Restated Bylaws (2)
4.3 Registrant's 1994 Stock Incentive Plan (3)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
</TABLE>
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's Form
8-B transmitted to the Commission on March 23, 1996.
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's Form
8-B transmitted to the Commission on March 23, 1996.
(3) Incorporated by reference to Exhibit A filed with the Registrant's Proxy
Statement on Schedule 14A transmitted to the Commission on June 4, 1996.
EXHIBIT 5.1
January 15, 1997
CHS Electronics, Inc.
2153 N.W. 86th Avenue
Miami, Florida 33122
RE: REGISTRATION STATEMENT ON FORM S-8 FOR CHS
ELECTRONIC'S 1994 STOCK INCENTIVE PLAN, AS AMENDED
Ladies and Gentlemen:
On the date hereof, CHS Electronics, Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
150,000 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), pursuant to stock options ("Options") granted or to be granted
under the Company's 1994 Stock Incentive Plan, as amended (the "1994 Plan"). We
have acted as counsel to the Company in connection with the preparation and
filing of 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 Bylaws of the Company; (ii) records of corporate proceedings of the Company
authorizing the 1994 Plan; (iii) the Registration
<PAGE>
CHS Electronics, Inc.
January 15, 1997
Page 2
Statement and exhibits thereto; and (iv) such other documents and instruments as
we have deemed necessary for the expression of the 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 deemed reasonably appropriate,
upon representations 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 the
Company presently has available at least 150,000 shares of authorized and
unissued Common Stock from which the 150,000 shares of Common Stock proposed to
be sold pursuant to the exercise of Options granted under the 1994 Plan may be
issued. In addition, assuming that the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for issuance to those
persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the 1994 Plan, we are of the opinion that
the shares of Common Stock issued pursuant to the exercise of Options granted
under and in accordance with the terms of the 1994 Plan will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to 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 GRANT THORNTON LLP
The Board of Directors
CHS Electronics, Inc.:
We have issued our report dated February 23, 1996, accompanying the consolidated
financial statements incorporated by reference or included in the Annual Report
of CHS Electronics, Inc. on Form 10-K for the year ended December 31, 1995. We
hereby consent to the incorporation by reference of said report in the
Registration Statement of CHS Electronics, Inc. on Form S-8 and to the use of
our name as it appears under the caption "Experts".
GRANT THORNTON LLP
Miami, Florida
January 14, 1997
