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)
1998 EMPLOYEE STOCK PURCHASE 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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION FEE
PER SHARE OFFERING PRICE (2)
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<S> <C> <C> <C> <C>
COMMON STOCK, 250,000 $16.5313 $4,132,825 $1,219.18
$.001 PAR VALUE...................... SHARES
====================================================================================================================================
</TABLE>
(1) The Common Stock being registered relates to option grants to be
undertaken in the future, with option exercise prices to be determined.
(2) Estimated solely for the purpose of calculating the registration fee. The
aggregate offering price has been computed pursuant to Rule 457(h)
promulgated under the Securities Act of 1933, as amended, on the basis of
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, a date within
five business days prior to the date of filing of this Registration
Statement.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of fiscal year 1997; and
(c) the descriptions of the Registrant's Common Stock and related
matters set forth under the captions "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1
(File No. 333-03864) filed under the Securities Act of 1933,
as amended (the "Act"), including any amendments to such
descriptions in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference 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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Registrant's Amended and Restated Articles of Incorporation
(1)
4.2 Registrant's Amended and Restated Bylaws (2)
4.3 Registrant's 1998 Employee Stock Purchase Plan (3)
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Greenberg Traurig, 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
- ----------------------------
(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 D filed with the Registrant's
Proxy Statement on Schedule 14A transmitted to the Commission on April
30, 1998.
II-1
<PAGE>
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.
(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 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
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<S> <C> <C>
/S/ CLAUDIO OSORIO
- --------------------------------------- Chairman of the Board, President August 20, 1998
Claudio Osorio and Director
/S/ ANTONIO BOCCALANDRO Chief Officer of Mergers and August 20, 1998
- ---------------------------------------
Antonio Boccalandro Acquisitions, Secretary and Director
/S/ CRAIG TOLL
- --------------------------------------- Vice President of Finance,
Craig Toll Chief Financial Officer and Treasurer August 20, 1998
/S/ CARSTEN FRANK
- --------------------------------------- Executive Vice President -- Asian August 20, 1998
Carsten Frank Region and Director
/S/ OTTO GERLACH
- --------------------------------------- Director August 20, 1998
Otto Gerlach
/S/ ZBYNEK KRAUS
- --------------------------------------- General Manager of Czech Republic August 20, 1998
Zbynek Kraus Operations and Director
/S/ PIERINO LARDI
- -------------------------------------- Director August 20, 1998
Pierino Lardi
/S/ DONALD D. WINSTEAD
- --------------------------------------- Director August 20, 1998
Donald D. Winstead
/S/ OFER MAGEN
- --------------------------------------- Executive Vice President - Karma August 20, 1998
Ofer Magen Region and Director
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
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 1998 Employee Stock Purchase Plan (3)
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Greenberg Traurig, 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 D filed with the Registrant's
Proxy Statement on Schedule 14A transmitted to the Commission on April
30, 1998.
II-4
EXHIBIT 5.1
OPINION OF GREENBERG TRAURIG, P.A.
August 20, 1998
CHS Electronics, Inc.
2000 N.W. 84th Avenue
Miami, Florida 33122
RE: REGISTRATION STATEMENT ON FORM S-8 FOR
CHS ELECTRONICS, INC.'S 1998 EMPLOYEE STOCK PURCHASE PLAN
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
250,000 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 1998 Employee Stock Purchase Plan (the "1998 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 1998 Plan; (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 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 250,000 shares of authorized and
unissued Common Stock from which the 250,000 shares of Common Stock proposed to
be sold pursuant to the exercise of Options granted under the 1998 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 1998 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 1998 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 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,
/s/ GREENBERG TRAURIG, P.A.
---------------------------
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
