<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANICOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3885212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6133 RIVER ROAD, SUITE 410, ROSEMONT, ILLINOIS 60018-5171, (847) 518-8700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SCOTT C. ANIXTER
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ANICOM, INC.
6133 RIVER ROAD, SUITE 410, ROSEMONT, ILLINOIS 60018-5171, (847) 518-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO:
JEFFREY R. PATT, ESQ.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET
CHICAGO, ILLINOIS 60661
(312) 902-5200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time 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 only in connection with dividend or
interest reinvestment plans, check the following box: [x]
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: [ ] _____
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,050,085 shares $9.1875 $9,647,655.90 $3,326.78
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Warrants 248,121 shares $9.1875 $2,279,611.60 $786.07
- -----------------------------------------------------------------------------------------------------------------------------------
Total $11,927,267.50 $4,112.85
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 as amended on the basis of
the average of the high and low prices of the Common Stock as reported by
the Nasdaq National Market on October 21, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
[ANICOM LOGO]
1,050,085 SHARES COMMON STOCK
248,121 SHARES COMMON STOCK
ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS
----------
The shares (the "Shares") of Common Stock, $.001 par value (the
"Common Stock") of Anicom, Inc. (the "Company") covered by this Prospectus may
be sold from time to time by stockholders specified in this Prospectus (the
"Selling Stockholders"). See "Selling Stockholders." Of the Shares to which
this Prospectus relates, 248,121 shares (the "Warrant Shares") may in the
future be issued to the Selling Stockholders upon the exercise of certain
outstanding warrants held by Selling Stockholders (the "Warrants"). The
Company will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders, but the Company will receive the proceeds from the
exercise of any Warrants by Selling Stockholders.
The Common Stock is traded on the Nasdaq National Market (the "NNM")
under the symbol "ANIC." On October 21, 1996, the closing price of the Common
Stock as reported on the NNM was $9.25 per share. The Selling Stockholders
may, from time to time, sell the Shares on the NNM, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. See "Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------
The date of this Prospectus is , 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained upon written
request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains an internet Web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission. The Common Stock is traded on the NNM, and reports, proxy
statements and other information concerning the Company can be inspected at the
offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement which may be inspected and copied in the manner and at
the sources described above. Any statements contained herein concerning the
provisions of any document filed as an Exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete and, in each
instance, reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB, for the fiscal
year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-QSB, dated June 30,
1996 and March 31, 1996;
3. The Company's Current Reports on Form 8-K, dated September 25,
1996, September 19, 1996, August 30, 1996, August 14, 1996, and March 12, 1996,
and the Company's Current Report on Form 8-K/A (Amendment No. 2), dated May 23,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any subsequently filed document which is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits thereto, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such copies should be
directed to the Company's principal executive office: Anicom, Inc., 6133 River
Road, Suite 410, Rosemont, Illinois 60018-5171, Attention: Secretary
(telephone: (847) 518-8700).
3
<PAGE> 5
RISK FACTORS
An investment in the Shares offered hereby entails a high degree of
risk. In addition to other information contained in this Prospectus or
incorporated by reference herein, potential purchasers should consider
carefully the following factors in evaluating the Company, its business and the
Shares offered hereby. Statements contained in this Prospectus that are not
historical facts are forward looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
RISKS ASSOCIATED WITH INTEGRATED GROWTH STRATEGY
The Company's integrated growth strategy involves the identification
and pursuit of acquisition opportunities and internal growth. As of September
30, 1996, the Company operated in twenty-nine locations and the success and the
rate of the Company's expansion into new geographical markets will depend on a
number of factors, including general economic and business conditions affecting
the industries of the Company's customers in such markets, competition, the
availability of sufficient capital, the availability of sufficient inventory to
meet customer demand, the identification and acquisition or leasing of suitable
sales offices and/or warehouse facilities on acceptable terms, and the ability
to attract and retain qualified personnel and operate effectively in geographic
areas in which the Company has no prior experience. As a result, there can be
no assurance that the Company will be able to achieve its planned growth on a
timely or profitable basis.
With respect to the Company's identification and pursuit of
acquisition opportunities, viable acquisition candidates may not be available
or available on terms acceptable to the Company. Additionally, if the Company
continues to grow, it may be required to make further investments in personnel
and information technology systems. Failure to successfully hire or retain
such personnel or implement such systems could have a material adverse effect
on the Company's results of operations and financial condition. There can be
no assurance that the Company will be able to manage its expanding operations
effectively or that it will be able to maintain or accelerate its recent growth
or that the Company will be able to operate profitably.
CAPITAL NEEDS FOR EXPANSION
If the Company continues to grow, it may require further capital
through public or private equity offerings or financings. No assurance can be
given that additional capital will be available to the Company or that, if
available, it would be on terms acceptable to the Company. If additional funds
are raised by issuing equity securities, further dilution to investors
participating in this offering may result.
SHARES ELIGIBLE FOR FUTURE SALE
In connection with the Registration Statement of which this Prospectus
is a part, 1,298,206 Shares are being registered by the Selling Stockholders
for resale. The increase in the number of outstanding shares of Common Stock
that are available for sale without restriction due to the registration of the
Shares and the perception that a substantial number of the Shares may be sold
by Selling Stockholders, or the actual sale of a substantial number of the
Shares by Selling Stockholders, could adversely affect the market price of the
Common Stock.
Pursuant to its Certificate of Incorporation, the Company has the
authority to issue additional shares of Common Stock and shares of one or more
series of preferred stock (the "Preferred Stock"). Such shares may be issued
by the Company on the authority of the Board of Directors without stockholder
action. The issuance of any such additional Common Stock or Preferred Stock
could result in the dilution of the voting power and rights of the outstanding
shares of Common Stock. At present, no series of Preferred Stock have been
authorized or issued by the Company. Additionally, the possible issuance of
shares of Preferred Stock may be considered a deterrence to a change of
control.
4
<PAGE> 6
As of October 10, 1996, the Company had outstanding options to
purchase 1,346,792 shares of Common Stock at a weighted average exercise price
of approximately $6.70 per share (the majority of which have not yet vested)
issued to employees, former employees, directors and consultants pursuant to
the Company's stock incentive plans and Warrants to purchase 276,364 shares of
the Company's Common Stock at a weighted average exercise price of $3.85 per
share. The Company has a registration statement on Form S-8 in effect covering
1,300,000 of the shares issuable under the stock incentive plans.
The Company may issue additional capital stock, warrants and/or
options to raise capital in the future. In order to attract and retain key
personnel, the Company may also issue additional securities, including stock
options, in connection with its employee benefit plans. During the terms of
such options and warrants, the holders thereof are given the opportunity to
benefit from a rise in the market price of the Common Stock. The exercise of
such options and warrants may have an adverse effect on the market value of
the Common Stock. Also, the existence of such options and warrants may
adversely affect the terms on which the Company can obtain additional equity
financing.
COMPETITION
The market for the distribution of multimedia wiring products is
highly competitive and fragmented. To compete successfully, management
believes that the Company will need to continue to offer a broad range of
technologically advanced products, provide competitive pricing while
maintaining its margins, provide prompt delivery of products, deliver
responsive customer service, establish and maintain strong relationships with
suppliers and customers, and attract and retain highly qualified personnel.
The Company faces substantial competition from several national and regional
distributors that have greater financial, technical and marketing resources and
distribution capabilities than the Company and from manufacturers who sell
directly to end-users for certain large-scale projects. To maintain or
increase market share in light of competitive pressures from current or future
competitors, the Company may be required to lower its prices. Such measures
could adversely affect the Company's financial condition and results of
operations.
INVENTORY
The Company is dependent upon identifying the right product mix and
maintaining sufficient inventory on hand to meet customer orders. There can be
no assurance that the Company will be able to identify and offer products
necessary to remain competitive or not suffer losses related to product
obsolescence. Further, there is no assurance that the Company will achieve and
maintain sufficient inventory levels to meet its customers' needs or that the
Company will not have to take inventory write-offs in the future.
DEPENDENCE ON MANAGEMENT AND KEY PERSONNEL
The Company is highly dependent upon the services of certain members
of senior management, including Alan B. Anixter, Scott C. Anixter, Carl E.
Putnam, Robert H. Brzustewicz and Glen M. Nast. Loss of the services of any of
these individuals could have a material adverse impact on the Company. The
Company has entered into employment agreements with Scott C. Anixter, Donald C.
Welchko, Carl E. Putnam, Robert L. Swanson, Robert H. Brzustewicz and Glen M.
Nast. The Company maintains key man life insurance with respect to Carl E.
Putnam. The Company's success is also dependent upon its ability to attract
and retain highly qualified management, marketing and sales personnel.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results, changes
in earnings, estimates by analysts, general conditions in the industries in
which the Company's customers compete and other events or factors. In
addition, the stock market, form time to time, has experienced extreme price
and volume fluctuations which
5
<PAGE> 7
particularly have affected the market price for companies which have completed
recent initial public offerings, and which often have been unrelated to the
operating performance of such companies. These broad fluctuations may
adversely affect the market price of the Common Stock.
6
<PAGE> 8
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders. If and when any of the Warrants are exercised and
Warrant Shares are issued to the Selling Stockholders, the Company will receive
the proceeds from the sale of such Warrant Shares to the Selling Stockholders.
If all of the Warrants are exercised, the Company will receive $1,064,002.
Such amount is intended to be used by the Company for working capital and other
general corporate purposes.
7
<PAGE> 9
SELLING STOCKHOLDERS
The following table sets forth, as of October 8, 1996, certain
information regarding the beneficial ownership of the outstanding Common Stock
by each Selling Stockholder, including the Warrant shares which such Selling
Stockholders may acquire upon exercise of Warrants, both before the offering of
the Shares and as adjusted to reflect the sale of the Shares. Except where
otherwise noted, each person named in the following table has, to the knowledge
of the Company, sole voting and investment power with respect to the shares
beneficially owned.
<TABLE>
<CAPTION>
Beneficially Owned Beneficial Ownership
Prior to Offering Number After Offering(3)
---------------------- of Shares -----------------------
Common Being Number of
Stock Warrants(1) Offered(2) Shares Percent
-------- ---------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
Wayne A. Biederman Trust (4) 68,724 18,652 50,072 *
John Borer 44,000 44,000 -- --
Robert H. Brzustewicz Trust (5) 170,692 46,328 124,364 *
Kenneth J. Burgess Jr. (6) 73,148 12,121 14,546 70,723 *
BOSTON SAFE DEPOSIT & TRUST CO. 38,462 38,462 -- --
f/b/o Fairfax County Public Schools
Jeffrey Wells Horine 30,000 30,000 -- --
IAI Investment Funds IV, Inc. 307,692 307,692 -- --
(IAI Regional Fund)
Ira J. Kaufman (7) 40,000(8) 28,000 28,000 40,000 *
John R. Kaufman Revocable Trust (9) 20,000 20,000 -- --
William J. Koslo, Jr. 8,000 8,000 -- --
Scott H. Lang 24,000 24,000 -- --
David Allen McElwain (10) 12,402 2,480 9,922 *
John P. McGowan 7,000(11) 8,000 8,000 7,000 *
Steve Mongillo 8,000 8,000 -- --
Glen M. Nast Trust (12) 68,766 18,660 50,106 *
Nicholas Limited Edition, Inc. (13) 307,692 307,692 -- --
Okabena Partnership K 192,308 192,308 -- --
CATAMARAN & CO. 38,462 38,462 -- --
f/b/o Pension Reserve Investment Management
Board
Rodman & Renshaw, Inc. (14) 5,548 56,000 56,000 --(14) *
Daniel M. Rood 10,000 10,000 -- --
Summer Hill Partners, L.P. 119,924 76,924 43,000 *
- ------------------
</TABLE>
* Less than 1%
(1) Represents the Shares issuable upon exercise of Warrants presently
exercisable.
(2) Represents the maximum number of Shares that may be sold by each of the
Selling Stockholders pursuant to this Prospectus.
(3) Assumes the Selling Stockholders sell all of their Shares pursuant to this
Prospectus. The Selling Stockholders may sell all or part of their Shares.
(4) Wayne A. Biederman serves as the sole trustee for the Wayne A. Biederman
Trust. In addition, Mr. Biederman has been a consultant to the Company
since March of 1996.
8
(footnotes continued on next page)
<PAGE> 10
(footnotes continued from previous page)
(5) Robert Brzustewicz serves as the sole trustee for the Robert H. Brzustewicz
Trust. In addition, Mr. Brzustewicz has been a Senior Executive Vice
President and a Director of the Company since March of 1996.
(6) Mr. Burgess has served as Vice President of Data Communication Products for
the Company since October of 1995.
(7) Mr. Ira Kaufman has been a Director of the Company since February of 1995.
(8) Includes 20,000 Shares issuable upon exercise of Options presently
exercisable.
(9) Mr. John Kaufman is the sole trustee of the John R. Kaufman Revocable
Trust.
(10) Mr. McElwain has been the Denver Branch Manager for the Company since
September of 1996.
(11) Includes 3,000 Shares owned by the John P. McGowan IRA Account.
Includes 4,000 Shares held in custodial accounts for the benefit of
John P. McGowan's children of which his wife, Debra C. McGowan, has
sole voting and investment power as custodian.
(12) Glen M. Nast serves as the sole trustee for the Glen M. Nast Trust.
In addition, Mr. Nast has been a Senior Executive Vice President of the
Company since March of 1996.
(13) Nicholas Limited Edition, Inc. ("Nicholas Limited") and Nicholas Company
are parties to an investment advisory contract where Nicholas Company has
all dispositive power while Nicholas Limited maintains all voting power.
(14) Rodman & Renshaw, Inc. served as the lead underwriter for the Company in
its initial public offering of common stock in February of 1995 and acts as
a market maker for its common stock; the shares listed reflect a trading
account position which existed at October 8, 1996 and may no longer be held
by Rodman & Renshaw, Inc.
9
<PAGE> 11
PLAN OF DISTRIBUTION
Pursuant to the Stock Purchase Agreements dated September 16, 1996 between
the Company and certain Selling Stockholders (the "Private Placement
Investors") who participated in a private placement of, in the aggregate,
1,211,540 shares of Common Stock (the "Private Placement") (the "Stock Purchase
Agreements"), the Company agreed to file with the Commission and use its best
efforts to cause to become effective a Registration Statement covering the
Shares. Pursuant to various registration rights agreements the ("Registration
Rights Agreements") entered into between the Company and certain companies
acquired by the Company and/or principals of such acquired companies, the
Company agreed to allow certain of such shareholders to participate in future
registrations including the registration which represents the subject of this
Prospectus. In addition, certain Selling Stockholders are registering their
Shares under this Registration Statement pursuant to registration rights
granted to them in a Representative's Warrant Agreement, dated as of March 2,
1995 by and between the Company and certain individuals. The Selling
Stockholders may sell all or a portion of the Shares held by them from time to
time while the Registration Statement of which this Prospectus is a part
remains effective. The Company has agreed that it will use all reasonable
efforts to keep the Registration Statement effective for a period of two years
commencing on the effective date of the Registration Statement (or a shorter
period if all of the Shares registered for the Private Placement Investors have
been sold or disposed of prior to the expiration of the two year period). The
aggregate proceeds to the Selling Stockholders from the sale of Shares offered
by the Selling Stockholders hereby will be equal to the sum of the prices at
which such securities are sold, less any commissions. There is no assurance
that the Selling Stockholders will sell any or all of the Shares offered
hereby.
The Selling Stockholders may sell all or a portion of the Shares, including
the Warrant Shares, on the NNM, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated
prices. A Selling Stockholder may elect to engage a broker or dealer to effect
sales in one or more of the following transactions: (a) block trades in which
the broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction, (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus, and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers and dealers engaged by Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers may receive commissions or discounts from Selling Stockholders (or,
if any such broker-dealer acts as agent for the purchaser of such shares, from
such purchaser) in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may
agree with the Selling Stockholders to sell a specified number of such Shares
at a stipulated price per share, and, to the extent such broker-dealer is
unable to do so acting as agent for a Selling Stockholder, to purchase as
principal any unsold Shares at the price required to fulfill the broker-dealer
commitment to such Selling Stockholder. Broker-dealers who acquire Shares as
principal may thereafter resell such Shares from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in sales of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
10
<PAGE> 12
The Company is required to pay all of the expenses incident to the offering
and sale of the Shares, other than (i) commissions, discounts and fees of
underwriters, dealers or agents and (ii) fees and expenses incurred by certain
of the Selling Stockholders who participated in the Private Placement to retain
attorneys or counsel. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares will be
passed upon for the Company by Katten Muchin & Zavis, a partnership including
professional corporations, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 and
the financial statements of Northern Wire & Cable, Inc. appearing in the
Company's Current Report on Form 8-K/A (Amendment No. 2), dated May 23, 1996,
have been audited by Coopers & Lybrand L.L.P. independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
11
<PAGE> 13
==========================================================
No dealer, salesperson or other person has been
authorized to give any information or to make any
representations other than those contained in
this Prospectus, and if given or made, such
information and representations must not be
relied upon as having been authorized by the
Company or the Selling Shareholders. This
Prospectus does not constitute an offer, or a
solicitation of an offer to buy the shares by
anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the
person making the offer or solicitation is not
qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation.
Under no circumstances shall the delivery of this
Prospectus or any sale made pursuant to this
Prospectus, create any implication that the
information contained in this Prospectus is
correct as of any time subsequent to the date of
this Prospectus.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . 11
</TABLE>
==========================================================
[ANICOM LOGO]
1,050,085 Shares Common Stock
248,121 Shares Common Stock
Issuable Upon Exercise of
Common Stock Warrants
---------------
PROSPECTUS
---------------
, 1996
==========================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the approximate amount of fees and
expenses (other than underwriting commissions and discounts) payable by the
Company in connection with the issuance and distribution of the Common Stock
pursuant to the Prospectus contained in this Registration Statement. The
Company will pay all of these expenses.
<TABLE>
<CAPTION>
Approximate
Amount
-----------
<S> <C>
Securities and Exchange Commission registration fee . . . . . $ 4,113
Accountants fees and expenses . . . . . . . . . . . . . . . . 5,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . 3,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 20,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 2,887
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 12 of the Company's Certificate of Incorporation provides that
the Company shall indemnify its directors to the full extent permitted by the
General Corporation Law of the State of Delaware and may indemnify its officers
and employees to such extent, except that the Company shall not be obligated to
indemnify any such person (i) with respect to proceedings, claims or actions
initiated or brought voluntarily by any such person and not by way of defense,
or (ii) for any amounts paid in settlement of an action indemnified against by
the Company without the prior written consent of the Company. The Company has
entered into indemnity agreements with each of its directors. These agreements
may require the Company, among other things, to indemnify such directors against
certain liabilities that may arise by reason of their status or service as
directors, to advance expenses to them as they are incurred, provided that they
undertake to repay the amount advanced if it is ultimately determined by a court
that they are not entitled to indemnification and to obtain directors' liability
insurance if available on reasonable terms.
In addition, Article 12 of the Company's Certificate of Incorporation
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of his or her
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent conduct in paying dividends or
repurchasing stock out of other than lawfully available funds or (iv) for any
transaction from which the director derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Company has obtained a directors' and officers' liability insurance
policy which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers.
Under the Registration Rights Agreements, the Representative's Warrant
Agreement, and the Stock Purchase Agreements, the Company has agreed to
indemnify the Selling Stockholders and the Selling Stockholders have agreed to
indemnify the Company and its directors, its officers, and certain
II-1
<PAGE> 15
control persons against certain liabilities and expenses incurred in connection
with the Registration Statement, including with respect to their respective
obligations under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3.1* Restated Certificate of Incorporation of the Company.
3.2* Restated Bylaws of the Company.
3.3 Certificate of Amendment of Restated Certificate of
Incorporation of the Company.
4.1* Specimen Stock Certificate representing Common Stock.
5. Opinion of Katten Muchin & Zavis as to the legality of the
securities being registered (including consent).
23.1 Consent of Coopers & Lybrand L.L.P. (included on page II-5
of this Registration Statement).
23.2 Consent of Katten Muchin & Zavis (contained in its opinion
filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page of this
Registration Statement).
- ------------------
* Incorporated by reference to the same Exhibit number of the Company's
Registration Statement on Form SB-2, as amended (Registration Statement
No. 33-87736C).
ITEM 17. 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 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.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment that
contains a form of prospectus 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 hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offer 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
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Company in thee
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
II-2
<PAGE> 16
with the securities being registered, the Company 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 Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, and State of Illinois on the 23rd day of
October, 1996.
ANICOM, INC.
By: /s/ SCOTT C. ANIXTER
----------------------------------
Scott C. Anixter
Co-Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Scott C. Anixter, Donald C. Welchko and Jeffrey R. Patt each of them
his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-3 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ --------------------------------------- --------------------
<S> <C> <C>
/s/ SCOTT C. ANIXTER Co-Chairman and Chief Executive Officer
---------------------------- (Principal Executive Officer) October 23, 1996
Scott C. Anixter
/s/ ALAN B. ANIXTER Chairman of the Board October 23, 1996
----------------------------
Alan B. Anixter
/s/ CARL E. PUTNAM President and Chief Operating Officer and October 23, 1996
---------------------------- a Director
Carl E. Putnam
/s/ DONALD C. WELCHKO Chief Financial Officer and a Director October 23, 1996
---------------------------- (Principal Financial and Accounting
Donald C. Welchko Officer)
/s/ ROBERT H. BRZUSTEWICZ Senior Executive Vice President and a October 23, 1996
----------------------------- Director
Robert H. Brzustewicz
</TABLE>
II-4
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion by reference in this registration
statement on Form S-3 (Registration No. 333-_________) of our report dated
February 6, 1996, on our audit of the financial statements of Anicom, Inc. and
our report dated April 25, 1996, on our audit of the financial statements of
Northern Wire & Cable, Inc. We also consent to the reference to our firm under
the caption "Experts".
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 23, 1996
II-5
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE NUMBER
- -------------- ---------------
<S> <C> <C>
3.1* Restated Certificate of Incorporation of the Company.
3.2* Restated Bylaws of the Company.
3.3 Certificate of Amendment of Restated Certificate of Incorporation of the
Company.
4.1* Specimen Stock Certificate representing Common Stock.
5. Opinion of Katten Muchin & Zavis as to the legality of the securities being
registered (including consent).
23.1 Consent of Coopers & Lybrand L.L.P. (included on page II-5 of this Registration
Statement).
23.2 Consent of Katten Muchin & Zavis (contained in its opinion filed as Exhibit 5
hereto).
24 Power of Attorney (included on the signature page of this Registration
Statement).
- ------------------
</TABLE>
* Incorporated by reference to the same Exhibit number of the Company's
Registration Statement on Form SB-2, as amended (Registration Statement
No. 33-87736C)
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
ANICOM, INC.
-------------------------------
ANICOM, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Act"), DOES
HEREBY CERTIFY THAT:
1. In accordance with the provisions of Section 242 of the Act,
an amendment to the Certificate of Incorporation of this
Corporation has been duly adopted by the Board of Directors of
this Corporation and by the stockholders of this Corporation
at a Special Meeting of Stockholders.
2. Said amendment amends subparagraph A of Article 4 of the
Certificate of Incorporation so that, as amended, subparagraph
A of Article 4 shall read in its entirety as follows:
"A. The corporation shall have the authority to issue the
following classes of stock, in the number of shares and at the par
value as indicated opposite the name of the class:
No. Shares Par Value
Class Authorized Per Share
Common Stock 30,000,000 $.001
Preferred Stock 1,000,000 $.01"
IN WITNESS WHEREOF, the undersigned has caused this certificate to be
duly executed this 25th day of September, 1996.
By Carl Putnam
----------------------------
Carl Putnam, President and
Chief Operating Officer
<PAGE> 1
EXHIBIT 5
[KATTEN MUCHIN & ZAVIS LETTERHEAD]
October 23, 1996
Anicom, Inc.
6133 River Road
Suite 410
Rosemont, Illinois 60018-51711
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for Anicom, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to 1,298,206 shares of the Company's Common
Stock, $.001 par value per share, of which 1,050,085 shares are currently
issued (the "Shares") and 248,121 shares may in the future be issued upon the
exercise of certain outstanding warrants (the "Warrant Shares").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including
(a) the Registration Statement, (b) the Restated Certificate of Incorporation
of the Company, as amended, (c) the Restated By-Laws of the Company, (d)
resolutions adopted by the Board of Directors of the Company and (e) the
warrants related to the Warrant Shares.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the transactions
<PAGE> 2
KATTEN MUCHIN & ZAVIS
Anicom, Inc.
October 23, 1996
Page 2
contemplated by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.
Based upon and subject to the foregoing, it is our opinion that:
(1) The 1,050,085 Shares are validly issued, fully paid and
non-assessable; and
(2) The 248,121 Warrant Shares when issued by the Company upon the
exercise of certain outstanding warrants in accordance with their terms will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement and to use of
this opinion for filing as Exhibit 5 to the Registration Statement.
Very truly yours,
Katten Muchin & Zavis
KATTEN MUCHIN & ZAVIS
