As filed with the Securities and Exchange Commission on July 25, 1997
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHS ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 87-0435376
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
CLAUDIO OSORIO
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
CHS ELECTRONICS, INC.
2153 N.W. 86TH AVENUE 2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122 MIAMI, FLORIDA 33122
(305) 716-8273 (305) 716-8273
(ADDRESS, INCLUDING ZIP CODE, (NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL CODE, OF AGENT FOR SERVICE)
EXECUTIVE OFFICES)
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COPIES OF COMMUNICATIONS TO:
PAUL BERKOWITZ, ESQ. BRUCE N. HAWTHORNE, ESQ.
DANIEL REED, ESQ. KING & SPALDING
GREENBERG, TRAURIG, HOFFMAN, 191 PEACHTREE STREET
LIPOFF, ROSEN & QUENTEL, P.A. ATLANTA, GEORGIA 30303-1763
1221 BRICKELL AVENUE (404) 572-4600
MIAMI, FLORIDA 33131 (FACSIMILE) (404) 572-5100
(305) 579-0500
(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 the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered in connection with dividend reinvestment
plans, 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] 333-29779
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value..... 1,150,000 $31.75 $36,512,500 $11,064.40
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</TABLE>
(1) Includes 150,000 shares of Common Stock issuable upon exercise of the U.S.
Underwriters' and the International Managers' over-allotment options.
<PAGE>
EXPLANATORY NOTE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) AND
GENERAL INSTRUCTION IV OF FORM S-3 TO REGISTER AN ADDITIONAL 1,150,000 SHARES OF
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF CHS ELECTRONICS, INC. (THE
"REGISTRANT"), IN CONNECTION WITH THE OFFERING CONTEMPLATED BY THAT CERTAIN
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-29779) (THE "INITIAL
REGISTRATION STATEMENT") OF THE REGISTRANT, WHICH WAS DECLARED EFFECTIVE BY THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997. THE REGISTRANT HEREBY
INCORPORATES BY REFERENCE THE INITIAL REGISTRATION STATEMENT HEREIN IN ITS
ENTIRETY.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Act"), the registrant has duly this 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 July 24, 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 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 Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------- --------------------------------------- --------------
<S> <C> <C>
/s/ CLAUDIO OSORIO Chairman of the Board, Chief July 24, 1997
- ----------------------------- Executive Officer and President
Claudio Osorio (principal executive officer)
/s/ * Executive Vice President July 24, 1997
- ----------------------------- and Director
Alvin Perlman
/s/ * Executive Vice President July 24, 1997
- ------------------------------ and Director
Carsten Frank
/s/ * Secretary and Director July 24, 1997
- ------------------------------
Antonio Boccalandro
/s/ CRAIG TOLL Chief Financial Officer and Treasurer July 24, 1997
- ------------------------------ (principal financial officer and
Craig Toll principal accounting officer)
/s/ * Director July 24, 1997
- ------------------------------
Otto Gerlach
/s/ * Director July 24, 1997
- ------------------------------
Zbynek Kraus
/s/ * Director July 24, 1997
- ------------------------------
Pierino Lardi
/s/ * Director July 24, 1997
- ------------------------------
Donald D. Winstead
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* By: /s/ CRAIG TOLL
- ------------------------------
Craig Toll
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
as to the validity of the Common Stock being registered
23.2 Consent of Grant Thornton LLP
23.3 Consent of Moore Stevens, P.C.
23.4 Consent of Deloitte Touche LLP
23.5 Consent of KPMG Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S.
July 25, 1997
CHS Electronics, Inc.
2153 N.W. 86th Avenue
Miami, Florida 33122
Gentlemen:
On July 25, 1997, CHS Electronics, Inc., a Florida corporation (the
"Company"), and its subsidiaries (together with the Company, the "Companies"),
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3 (the "Registration Statement") in accordance with Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the sale by the Company of an additional 1,150,000 shares of Common
Stock (the "Common Stock"), par value $.01 per share, of the Company. This
Registration Statement was filed for the purpose of increasing the amount of
Common Stock registered in connection with the offering by the Company pursuant
to an initial Registration Statement (File No. 333-29779)(the "Initial
Registration Statement") of 13,800,000 shares of Common Stock. We have acted as
counsel to the Companies in connection with the preparation and filing of the
Registration Statement.
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Articles of Incorporation and Bylaws; (ii)
resolutions of the Company's Board of Directors authorizing the offering and the
issuance of the Common Stock to be sold by the Company and related matters;
(iii) the Registration Statement and exhibits thereto; and (iv) such other
documents and instruments that we have deemed necessary for the expression of
the opinions herein contained. In making the foregoing examinations, we have
assumed without investigation the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
authentic original documents of all documents submitted to us as copies, and the
veracity of the Documents. As to various questions of fact material to the
opinion expressed below, we have relied, to the extent we deemed reasonably
appropriate, upon the representations or certificates of officers and/or
directors of the Companies (or their corporate general partners, as appropriate)
and upon documents, records and instruments furnished to us by the Companies,
without independently verifying the accuracy of such certificates, documents,
records or instruments.
Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that the Common Stock has been duly and
validly authorized, and when issued and delivered in accordance with the terms
of the Underwriting Agreement and Subscription Agreement filed as Exhibits 1.1
and 1.2, respectively, to the Initial Registration Statement, will be validly
issued, fully paid and non-assessable, and binding obligations of the Company.
Although we have acted as counsel to the Company in connection the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there exist matters of a legal nature involving the Company in
<PAGE>
CHS Electronics, Inc.
July 25, 1997
Page 2
which we have not been consulted and have not represented the Company. This
opinion letter is limited to the matters stated herein and no opinions may be
implied or inferred beyond the matters expressly stated herein. The opinions
expressed herein are given as of this date, and we assume no obligation to
update or supplement our opinions to reflect any facts or circumstances that may
come to our attention or any change in law that may occur or become effective at
a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
CONSENT OF GRANT THORNTON LLP
We have issued our report dated March 7, 1997, accompanying the
financial statements of CHS Electronics, Inc. contained in the Registration
Statement and Prospectus on Form S-3. 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
July 25, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement of CHS Electronics, Inc. on Form S-3 dated July 25, 1997 of our report
dated February 25, 1997, except as to Notes 17 and 18 for which the date is
March 20, 1997, on our audit of the consolidated financial statements and
financial statement schedules of Frank and Walter Computer GmbH, as of December
31, 1996, and for the year then ended, which report is included on Form 8-K/A
filed by CHS Electronics, Inc. on May 14, 1997.
Moore Stephens, P.C. Societete-Treuhand GmbH
New York, New York Hannover, Germany
July 25, 1997 July 25, 1997
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CHS Electronics, Inc. (the Company) on form S-3 dated July 25 1997,
of our report dated December 6, 1996 (relating to the financial statements of
Merisel, Inc.'s European, Latin American and Mexican Subsidiaries not presented
separately herein) appearing in the Company's Report on 8-K dated October 4,
1996 as amended on December 17, 1996 and May 12, 1997 incorporated by reference
in the prospectus, which is part of this registration statement.
Deloitte & Touche LLP
Los Angeles, California
July 25, 1997
EXHIBIT 23.5
The Board of Directors
CHS Electronics, Inc.
We consent to the inclusion of our report dated April 16, 1997, with
respect to the consolidated balance sheets of Karma International S.A. and its
subsidiaries as of December 31, 1995 and 1996, and the related statements of
income, shareholders' equity, and cash flows for each of the years then ended,
which report appears in the Form S-3 of CHS Electronics, Inc. dated July 25,
1997 and to the reference to our Firm under the heading Experts in the
prospectus.
KPMG Cevdet Suner Denetim ve
Yeminli Mali Musavirlik A.S.
Istanbul, Turkey
July 25, 1997
