SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) JANUARY 16, 1998
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CHS ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-24244 65-0263022
(Commission File Number) (IRS Employer Identification No.)
2000 N.W. 84TH AVENUE
MIAMI, FLORIDA 33122
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (305) 716-8273
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 21, 1998, CHS Electronics, Inc. ("Registrant") issued a
press release announcing the decision of its Board of Directors to adopt a
Preferred Stock Purchase Rights Agreement.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Common Stock Purchase Rights Agreement, dated as of January
16, 1998, between the Company and Interwest Transfer Company.(1)
99 Press release, dated January 21, 1998, announcing the Registrant's
adoption of a Common Stock Purchase Rights Agreement.(2)
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(1) Incorporated by reference to the same exhibit number filed as part of
the Registrant's Registration Statement on Form 8-A, filed on January
21, 1998.
(2) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHS ELECTRONICS, INC.
Dated: January 20, 1998 By: /S/ CRAIG TOLL
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Craig Toll, Vice President-Finance,
Treasurer and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99 Press release, dated January 21, 1998, announcing the
Registrant's adoption of a Preferred Stock Purchase
Rights Plan
4
CHS ELECTRONICS, INC. DECLARES DIVIDEND
DISTRIBUTION OF PREFERRED STOCK PURCHASE RIGHTS
Miami, Florida, January 21, 1998 - CHS Electronics, Inc. (Nasdaq:
CHSE), a leading international distributor of microcomputer products, announced
today that its Board of Directors has adopted a preferred stock purchase rights
plan and declared a dividend distribution of one preferred stock purchase right
for each outstanding share of the company's common stock.
"The plan is similar to plans adopted by many other public companies,"
said Claudio Osorio, Chairman, President, and Chief Executive Officer of CHS.
"The Rights are designed to assure that all CHS shareholders receive fair and
equal treatment in the event of any proposed takeover of the Company. It is also
designed to guard against partial tender offers, squeeze-outs, open market
accumulations and other coercive or unfair tactics which might provide
inadequate value to shareholders. The plan is a precaution taken to protect the
rights of our shareholders."
The rights are intended to enable all shareholders to realize the
long-term value of their investment in the company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the company to
negotiate with the Board of Directors prior to attempting a takeover.
Each Right has an initial exercise price of $100 for one-one thousandth
of a share of the company's series A junior participating preferred stock. The
rights will be exercisable only if a person or group acquires 15% or more of the
Company's common stock (or 10% of such stock under certain circumstances) or
announces a tender offer the consummation of which would result in ownership by
a person or group of 15% or more of the common stock (or 10% of such stock under
certain circumstances). Upon such occurrence, each right (other than rights
owned by such person or group) will entitle the holder to purchase from the
Company the number of shares of the Company's common stock having a market value
equal to twice the exercise price of the right.
If CHS Electronics is acquired in a merger or other business
combination transaction, or sells more than 50% of its assets or earning power,
after a person or group has acquired 15% or more of the Company's outstanding
common stock (or 10% of such stock under certain circumstances), each right
(other than rights owned by such person or group) will entitle its holder to
purchase, at the right's then-current exercise price, a number of the acquiring
company's common shares having a market value of twice such price.
Following the acquisition by a person or group of 15% or more of the
Company's common stock (or 10% of such stock under certain circumstances) and
prior to an acquisition of 50% or more of the common stock, the Board of
Directors may exchange the rights (other than rights owned by such person or
group) at an exchange ratio of one share of common stock per right.
Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's common stock (or 10% of such stock under certain
circumstances), the rights are redeemable for $.000001 per right at the option
of the Board of Directors.
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The dividend distribution will be made on January 30, 1998, payable to
shareholders of record on that date. The rights will expire on January 15, 2008.
The rights distribution is not taxable to shareholders.
Miami-based CHS Electronics is a leading international, full-service
distributor of microcomputers, peripherals and software products to more than
98,000 resellers in more than 38 countries in Europe, Latin America, Asia and
Africa. Unlike other computer wholesalers, CHS Electronics distributes a limited
product line for a limited number of leading computer manufacturers and does so
only outside the United States. The Company believes that its "focused
distribution" enables it to respond more quickly to customers, provide better
service, and reduce inventory and working capital requirements. CHS believes it
is the largest microcomputer distributor in Latin America and in Europe, number
one in Germany and France and number two in the United Kingdom and Switzerland.
To receive additional information on CHS Electronics, Inc. via fax at
no charge, dial 1-800-PRO-INFO and enter code CHSE.
THE ABOVE STATEMENTS MADE BY CHS ELECTRONICS, WHICH ARE BASED ON
CURRENT EXPECTATIONS, MAY DIFFER MATERIALLY FROM ACTUAL RESULTS. AMONG FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE CHANGES IN BUSINESS
CONDITIONS, GROWTH IN THE PERSONAL COMPUTER INDUSTRY AND THE GENERAL ECONOMY;
COMPETITION; CHANGES IN PRODUCT MIX; AND THE RISK FACTORS LISTED BY CHS
ELECTRONICS' REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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