AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
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
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CHS ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 87-0435376
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2000 N.W. 84TH AVENUE
MIAMI, FLORIDA 33122
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(Address of Principal Executive Offices)
1994 STOCK INCENTIVE PLAN
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(Full title of the Plan)
---------------------
CRAIG TOLL
VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER
CHS ELECTRONICS, INC.
2000 N.W. 84TH AVENUE
MIAMI, FLORIDA 33122
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(Name and address of agent for service)
(305) 908-7200
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(Telephone number, including area code, of agent for service)
COPY TO:
Paul Berkowitz, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0685
Telecopy (305) 579-0717
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C> <C> <C>
Common Stock, $.001 par value 2,000,000 shares $16.5313 - $21.69 $36,451,865.90 $10,753.30
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(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of (i) the actual
price of options granted under the Registrant's 1994 Stock Incentive Plan
and (ii) an assumed price of $16.5313 per share (based on the average of
the high and low prices of the Registrant's Common Stock as reported on
the New York Stock Exchange on August 13, 1998) for each of the remaining
options to be granted under the 1994 Stock Incentive Plan.
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</TABLE>
<PAGE>
This Registration Statement is being filed to register additional
securities to be offered pursuant to the Registrant's 1994 Stock Incentive Plan,
as amended, with respect to which Registration Statements on Form S-8
(Registration No. 33-96160, 333-19853 and 333-40547) have previously been filed.
Pursuant to Instruction E of Form S-8, the contents of the Registrant's
Registration Statements No. 33-96160 and 333-40547 are incorporated by reference
herein, except that Items 6-9 are incorporated from Registration Statement
333-40547 only.
<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 August 20, 1998.
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 Chairman of the Board, President August 20, 1998
- -------------------------- and Director
Claudio Osorio
/S/ ANTONIO BOCCALANDRO Chief Officer of Mergers and August 20, 1998
- ----------------------------- Acquisitions, Secretary and Director
Antonio Boccalandro
/S/ CRAIG TOLL Vice President of Finance,
- ------------------------ Chief Financial Officer and Treasurer August 20, 1998
Craig Toll
/S/ CARSTEN FRANK Executive Vice President -- Asian August 20, 1998
- ---------------------- Region and Director
Carsten Frank
/S/ OTTO GERLACH Director August 20, 1998
- ---------------------
Otto Gerlach
/S/ DONALD D. WINSTEAD Director August 20, 1998
- ----------------------------
Donald D. Winstead
/S/ ZBYNEK KRAUS General Manager of Czech Republic August 20, 1998
- --------------------- Operations and Director
Zbynek Kraus
/S/ PIERINO LARDI Director August 20, 1998
- ----------------------
Pierino Lardi
/S/ OFER MAGEN Executive Vice President - Karma August 20, 1998
- ------------------- Region and Director
Ofer Magen
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------------- ---------------------------------------------------------------
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Grant Thornton, LLP
23.3 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
EXHIBIT 5.1
August 20, 1998
CHS Electronics, Inc.
2000 N.W. 84th Avenue
Miami, Florida 33122
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
On the date hereof, CHS Electronics, Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange 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 2,000,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), pursuant
to stock options ("Options") granted or to be granted under the Company's 1994
Stock Incentive Plan (the "Plan"). We have acted as special 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 Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan, any amendments thereto, and the
preparation of the Registration Statement 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 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 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 the
Company presently has available at least 2,000,000 authorized and unissued
shares of Common Stock from which the 2,000,000 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under the Plan may be
issued, and, assuming that the Company maintains an adequate number of
authorized and unissued shares of Common Stock available for issuance to those
persons who exercise Options granted under the Plan and the consideration for
shares of Common Stock issued pursuant to such Options is actually received by
the Company as provided in the Plan, the shares of Common Stock issued pursuant
to the exercise of Options granted under and in accordance with the terms of the
Plan will be duly and validly issued, fully paid and nonassessable.
<PAGE>
CHS Electronics, Inc.
August 20, 1998
Page 2
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that we
come 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 promulgated thereunder.
Sincerely,
/s/ Greenberg Traurig, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated March 12, 1998, accompanying the
consolidated financial statements included in the Annual Report of CHS
Electronics, Inc. on Form 10-K for the year ended December 31, 1997. We hereby
consent to the incorporation by reference of said report in the Registration
Statements of CHS Electronics, Inc. on Forms S-8 (1997 Chief Executive Officer
Stock Option Plan -- File No. 333-40537, effective November 19, 1997; Directors
and Officers 1997 Stock Option Plan -- File No. 333-40545, effective November
19, 1997; 1994 Stock Incentive Plan, as amended -- File No. 333-40547, effective
November 19, 1997; 1998 Employee Stock Purchase Plan to be filed on or about
August 20, 1998).
GRANT THORNTON, LLP
Miami, Florida
August 20, 1998
