As filed with the Securities and Exchange Commission on December 1, 1997
Registration No. 333-41225
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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 1000, 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
Chairman and Chief Executive Officer
Anicom, Inc.
6133 River Road, Suite 1000, 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>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Offering Price Offering Price(1) Registration Fee
Per Share(1)
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 3,773,580 shares $16.5625 $62,499,919 $18,940 (2)
</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 sales prices of the Common Stock as reported on the
Nasdaq National Market on November 19, 1997.
(2) Previously paid.
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>
Subject to completion, dated December 1, 1997
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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PROSPECTUS
- --------------------------------------------------------------------------------
LOGO
Anicom, Inc.
[GRAPHIC OMITTED] Multimedia Wiring Systems
3,773,580 Shares of Common Stock
This Prospectus relates to the offer and sale by certain persons listed herein
under "Selling Stockholders", their pledgees, donees, transferees or
distributees, or their respective successors-in-interest (collectively, the
"Selling Stockholders") of 3,773,580 shares (collectively, the "Shares") of
common stock, $.001 par value ("Common Stock"), of Anicom, Inc. (the "Company").
The Company will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders.
The Common Stock is traded on the Nasdaq National Market (the "NNM") under the
symbol "ANIC." On November 21, 1997, the closing price of the Common Stock as
reported on the NNM was $17.00 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 COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1997
<PAGE>
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, 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.
<PAGE>
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, 1996;
2.The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997;
3.The Company's Current Reports on Form 8-K/A dated May 23, 1996, November 5,
1996 and September 25, 1997 and the Company's Current Reports on Form 8-K, dated
March 3, 1997, May 22, 1997, May 30, 1997, June 5, 1997 and July 25, 1997; and
4.The description of the Common Stock, contained in the Company's registration
statement on Form 8-A filed pursuant to Section 12 of the Exchange Act and all
amendments thereto and reports filed for the purpose of updating such
description.
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 1000, Rosemont, Illinois
60018-5171, Attention: Donald C. Welchko (telephone: 847-518-8700).
<PAGE>
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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. A number of important
factors could cause the Company's actual results for 1997 and beyond to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. These factors include, without limitation, those listed
below.
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 November 21, 1997, the
Company operated in over 50 locations. 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 the Company's stockholders may
result.
Shares Eligible for Future Sale
All of the Shares being registered in the Registration Statement, of which this
Prospectus is a part, 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 Amended and Restated 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. The possible issuance of additional
shares of Preferred Stock may be considered a deterrence to a change of control.
The Company has a registration statement on Form S-3 in effect covering the
shares of Common Stock issued upon the mandatory conversion of all of the
outstanding Series A Cumulative Convertible Preferred Stock and the payment of
dividends thereon. See "Recent Developments Conversion of Series A Preferred
Stock."
<PAGE>
As of November 21, 1997, the Company had outstanding options to purchase
2,264,291 shares of Common Stock at a weighted average exercise price of
approximately $8.45 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 81,364 shares of the
Company's Common Stock at a weighted average exercise price of $4.45 per share.
The Company has registration statements on Form S-8 in effect covering an
aggregate of 3,300,000 of the shares issuable under the stock incentive plans.
The Company may issue additional capital stock or other forms of convertible or
exchangeable securities 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 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 and Carl E. Putnam. 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 a number
of executive officers, including Scott C. Anixter, Donald C. Welchko, Carl
E. Putnam and Robert L. Swanson. 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.
<PAGE>
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, from time to time, has experienced extreme price and volume
fluctuations which 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.
<PAGE>
RECENT DEVELOPMENTS
Acquisitions
The Company has entered into an Agreement and Plan of Reorganization dated
November 24, 1997 ("Merger Agreement"), pursuant to which it has agreed to
acquire TW Communication Corporation ("TWC"), a company engaged in the sale and
distribution of multimedia wiring products, for consideration consisting of
$3,000,000 in cash and 873,580 shares of Common Stock. The shares of Common
Stock included in the consideration are being issued in reliance upon the
exemption from the registration requirements under Section 4(2) of the
Securities Act. This transaction is scheduled to close upon the effectiveness of
the registration statement of which this prospectus is a part.
Private Placement of Common Stock
Pursuant to a Stock Purchase Agreement dated November 24, 1997 ("Stock
Purchase Agreement") the Company agreed to issue and sell 2,900,000 shares of
Common Stock at a purchase price of $13.00 per share in a private placement
exempt from the registration requirements under Section 4(2) of the Securities
Act. The Company plans to use the net proceeds of this private placement of
approximately $36,400,000 to repay outstanding indebtedness on its unsecured
revolving credit facility (which equaled approximately $18,845,000 at November
24, 1997) and to repay in full TWC's current line of credit (which equaled
approximately $14,500,000 at November 24, 1997). Anicoms' facility provides
various interest rate options, determined from time to time, based upon the
Company's leverage ratio, at either the lender's domestic rate less .50% to .25%
or LIBOR plus .50% to 1.00%. TWC's credit facility provides for interest at an
annual rate equal to the lender's Prime Rate plus .50% or, at TWC's option, the
lender's Adjusted LIBOR rate plus 2%. The remaining proceeds will be used for
working capital and general corporate purposes. Pending such uses, the proceeds
will be invested in short-term, interest-bearing, investment grade securities.
This transaction is scheduled to close upon the effectiveness of the
registration statement of which this prospectus is a part.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the outstanding shares of Common Stock by each Selling Stockholder
both before the offering and as adjusted to reflect the sale of the Shares. The
information set forth below gives effect to the issuance of the shares of Common
Stock that will be issued upon the effectiveness of the registration statement
of which this prospectus is a part pursuant to the Stock Purchase Agreement and
the Merger Agreement. See "Recent Developments." The Shares offered hereby may
be offered from time to time in whole or in part by the Selling Stockholders,
their pledgees, donees, transferees or distributees, or their respective
successors-in-interest. 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>
Beneficial Ownership Beneficial Ownership
Before Offering Number of After Offering
Shares
Being
Offered (1)
-------------------------- ---------------------
Number of Percent Number of Percent
Shares Shares
<S> <C> <C> <C> <C> <C>
FIDELITY SELECT PORTFOLIOS:
Developing Communications Portfolio 1,500,000(2) 6.4% 1,500,000 -- --
Edward Goodstein (3) 857,500(4) 3.7% 857,200 300 *
The Peter H. Huizenga Testamentary Trust. 550,537(5) 2.4% 200,320 350,217 1.5%
The Lincoln Fund, L.P. 369,903(6) 1.6% 300,000 69,903 *
RDV Capital Management, L.P. 150,000(2) * 150,000 -- --
Peter H. Huizenga(7). 154,160(8) * 24,424 129,736 *
Heidi A. Huizenga 138,494(9) * 80,128 58,366 *
The Gordon Fund, L.P. 92,508(10) * 75,000 17,508 *
Prince Family Limited Partnership 72,000(2) * 72,000 -- --
Elsa A. Prince Living Trust 72,000(2) * 72,000 -- --
Peter C. Cook Trust 45,000(2) * 45,000 -- --
Robert Haveman 36,000(2) * 36,000 -- --
Providence Energy, Inc. 36,000(2) * 36,000 -- --
The Lincoln Fund Tax Advantage, L.P. 36,671(11) * 25,000 11,671 *
The Betsy Huizenga Trust 34,622(12) * 20,032 14,590 *
The Greta Huizenga Trust 34,622(12) * 20,032 14,590 *
The Peter H. Huizenga, Jr. Trust 34,622(12) * 20,032 14,590 *
The Timothy Dean Huizenga Trust 34,622(12) * 20,032 14,590 *
Beeken Petty O'Keefe Kneen & Moerschel, L.L.C. 30,000(2) * 30,000 -- --
RDV Corp. Supplemental Executive Retirement Plan
FBO Jerry Tubergen 30,000(2) * 30,000 -- --
Matlins Financial Consulting, Inc. Pension Plan 25,000(2) * 25,000 -- --
Carl G. Palazzolo (13) 16,530(14) * 16,380 150 *
Terry L. Van Der Aa 20,000(2) * 20,000 -- --
Jack L. DeWitt 18,000(2) * 18,000 -- --
Merle DeWitt 18,000(2) * 18,000 -- --
Inquest, L.L.C. 18,000(2) * 18,000 -- --
Ronald G. Kenny 15,000(2) * 15,000 -- --
John Rose 15,000(2) * 15,000 -- --
IRA FBO John Eggemeyer 10,000(2) * 10,000 -- --
William J. Ruh & Lisa A. Ruh, Joint Tenants 5,000(2) * 5,000 -- --
</TABLE>
<PAGE>
__________________
* Less than 1%
(1) Assumes all of the shares being registered will be sold by the Selling
Stockholders.
(2) Represents shares of Common Stock to be issued pursuant to the Stock
Purchase Agreement.
(3) Mr. Goodstein will become a Vice President of the Company upon consummation
of the transactions contemplated by the Merger Agreement.
(4) Includes 857,200 shares of Common Stock to be issued pursuant to the Merger
Agreement.
(5) Includes 200,320 shares of Common Stock to be issued pursuant to the Stock
Purchase Agreement.
(6) Includes 300,000 shares of Common Stock to be issued pursuant to the Stock
Purchase Agreement.
(7) Peter H. Huizenga has been a Director of the Company since June 5, 1997.
(8) Includes (a) 24,424 shares of Common Stock to be issued pursuant to the
Stock Purchase Agreement and (b) 13,000 shares issuable upon exercise of options
granted pursuant to the Anicom, Inc. Directors Stock Option Plan. Excludes
550,537 shares held by the Peter H. Huizenga Testamentary Trust and 34,622
shares held by each of the Betsy Huizenga Trust, the Greta Huizenga Trust, and
the Peter Huizenga Jr. Trust, for which trusts Mr. Huizenga serves as the sole
trustee. Excludes 138,493 shares held by Heidi A. Huizenga with respect to which
Mr. Huizenga shares voting and investment power.
(9) Includes 80,128 shares of Common Stock to be issued pursuant to the Stock
Purchase Agreement. Excludes 154,160 shares beneficially owned by Peter H.
Huizenga with respect to which Heidi A. Huizenga shares voting and investment
power. Excludes 34,622 shares held by the Timothy Dean Huizenga Trust, for which
Heidi A. Huizenga serves as co-trustee.
(10) Includes 75,000 shares to be issued pursuant to the Stock Purchase
Agreement.
(11) Includes 25,000 shares to be issued pursuant to the Stock Purchase
Agreement.
(12) Includes 20,032 shares to be issued pursuant to the Stock Purchase
Agreement.
(13) Mr. Palazzolo will become a Vice President of the Company upon consummation
of the transactions contemplated by the Merger Agreement.
(14) Includes 16,380 shares to be issued pursuant to the Stock Purchase
Agreement.
<PAGE>
PLAN OF DISTRIBUTION
Any or all of the Shares covered by this Prospectus may be sold from time to
time by the Selling Stockholders, their pledgees, donees, transferees or
distributees, or their respective successors-in-interest. The Selling
Stockholders may sell all or a portion of the Shares, 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.
The Company is required to pay all of the expenses incident to the offering and
sale of the Shares, other than fees and expenses to the extent the Company is
prohibited by applicable Blue Sky laws from paying for or on behalf of
Purchasers. The Company has agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 60,000,000 shares of
Common Stock, par value $.001 per share, and 1,000,000 shares of preferred
stock, par value $.01 per share ("Preferred Stock").
Common Stock
Of the 60,000,000 shares of Common Stock authorized, 19,483,485 shares were
outstanding as of November 20, 1997. Subject to the rights of holders of
Preferred Stock, the holders of outstanding shares of Common Stock are entitled
to share ratably in dividends declared out of assets legally available therefor
at such time and in such amount as the Board of Directors may from time to time
lawfully determine. Each holder of Common Stock is entitled to one vote for each
share held, and the holders of Common Stock are not entitled to cumulative
voting rights. Subject to the rights of holders of any outstanding Preferred
Stock, upon liquidation, dissolution or winding up of the Company, any assets
legally available for distribution to shareholders as such are to be distributed
ratably among the holders of the then outstanding Common Stock. All shares of
Common Stock currently outstanding are and all shares of Common Stock offered
hereby, when duly issued and paid for will be, fully paid and nonassessable, not
subject to redemption and assessment and without conversion, preemptive or other
rights to subscribe for or purchase any proportionate part of any new or
additional issues of any class or series of securities convertible into stock of
any class or series. The Common Stock is listed on the Nasdaq National Market.
Preferred Stock
The Company's Amended and Restated Certificate of Incorporation provides for an
authorized class of undesignated Preferred Stock consisting of 1,000,000 shares.
This Preferred Stock may be issued at the direction of the Board of Directors,
without shareholder approval, in series from time to time with such
designations, relative rights, priorities, preferences, qualifications,
limitations and restrictions thereon, to the extent that such are not fixed in
the Company's Amended and Restated Certificate of Incorporation, as the Board of
Directors determines. The rights, preferences, limitations and restrictions of
different series of Preferred Stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and other matters. The Board of Directors
may authorize the issuance of Preferred Stock which ranks senior to the Common
Stock with respect to the payment of dividends and the distribution of assets on
liquidation. In addition, the Board of Directors is authorized to fix the
limitations and restrictions, if any, upon the payment of dividends on Common
Stock to be effective while any shares of Preferred Stock are outstanding. The
Board of Directors, without shareholder approval, can issue Preferred Stock with
voting and conversion rights which could adversely affect the voting power of
the holders of Common Stock. The issuance of Preferred Stock to certain holders
under certain circumstances may have the effect of delaying, deferring or
preventing a change in control of the Company. Of the 1,000,000 shares of
Preferred Stock authorized for issuance by the Company, 27,000 shares have been
designated as Series A Cumulative Convertible Preferred Stock, none of which are
issued and outstanding.
Delaware Law and Certain Corporate Provisions
The Company is subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, this statute prohibits a publicly held Delaware
corporation from engaging, under certain circumstances, in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person becomes an interested
stockholder, unless either (i) prior to the date at which the stockholder became
an interested stockholder the Board of Directors approved either the business
combination or the transaction in which the person becomes an interested
stockholder, (ii) the stockholder acquires more than 85% of the outstanding
voting stock of the corporation (excluding shares held by directors who are
officers or held in certain employee stock plans) upon consummation of the
transaction in which the stockholder becomes an interested stockholder or
(iii) the business combination is approved by the Board of Directors and by
two-thirds of the outstanding voting stock of the corporation (excluding shares
held by the interested stockholder) at a meeting of the stockholders (and not by
written consent) held on or subsequent to the date of the business combination.
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 15% or
more of the corporation's voting stock. Section 203 defines a "business
combination" to include, without limitation, mergers, consolidations, stock
sales and asset based transactions and other transactions resulting in a
financial benefit to the interested stockholder.
<PAGE>
The Company's Amended and Restated Certificate of Incorporation and Bylaws
contain a number of provisions relating to corporate governance and to the
rights of stockholders. Certain of these provisions may be deemed to have a
potential "anti-takeover" effect in that such provisions may delay, defer or
prevent a change of control of the Company. These provisions include (a) the
classification of the Board of Directors into three classes, each class serving
for staggered three year terms; (b) elimination of stockholder action by written
consent; (c) the authority of the Board to issue series of Preferred Stock with
such voting rights and other powers as the Board of Directors may determine;
(d) the requirement that the Bylaws may only be amended (other than by the Board
of Directors) by the vote of greater than 66 2/3% of the votes entitled to be
cast generally by the outstanding Common Stock; (e) the requirement that the
provision in the Amended and Restated Certificate of Incorporation creating the
classified board may only be amended by the vote of at least 66 2/3% of the
votes entitled to be cast generally in the election of directors; and (f) notice
requirements in the Bylaws relating to nominations to the Board of Directors and
to the raising of business matters at stockholder meetings.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank, located in Chicago, Illinois.
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, located in 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, 1996, 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, the financial
statements of Norfolk Wire & Cable, Inc. appearing in the Company's Current
Report on Form 8-K/A (Amendment No. 2), dated November 5, 1996, and the
financial statements of Energy Electric Cable, a division of Connectivity
Products Incorporated, appearing in the Company's Current Report on Form 8-K/A
(Amendment No. 1), dated September 25, 1997 have been audited by Coopers &
Lybrand L.L.P., independent accountants, as set forth in their reports 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.
<PAGE>
=========================================== =============================
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 Stockholders. This Prospectus LOGO
does not constitute an offer to sell, or a [GRAPHIC Anicom, Inc.
solicitation of an offer to buy the shares EXCLUDED] Multimedia Wiring
by anyone in any jurisdiction in which such Systems
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 3,773,580 Shares
of Common Stock
Page
AVAILABLE INFORMATION............. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.......... 3
RISK FACTORS...................... 4
RECENT DEVELOPMENTS............... 7
USE OF PROCEEDS................... 7 ________________________
SELLING STOCKHOLDERS.............. 8 PROSPECTUS
PLAN OF DISTRIBUTION.............. 10 ________________________
DESCRIPTION OF CAPITAL STOCK...... 10
LEGAL MATTERS..................... 12 December ___, 1997
EXPERTS........................... 12
=========================================== =============================
<PAGE>
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.
Approximate
Amount
-----------------
Securities and Exchange Commission registration fee $18,940
Nasdaq Stock Market, Inc. listing fee 17,500
Accountants fees and expenses 5,000
Blue Sky fees and expenses 5,000
Legal fees and expenses 10,000
Miscellaneous expenses 3,560
-----------------
Total $ 60,000
=================
Item 15. Indemnification of Directors and Officers
Article 12 of the Company's Amended and Restated 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 Amended and Restated 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.
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 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.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
2.1@ Agreement and Plan of Merger dated as of November 24, 1997 between
Anicom, Inc., TWC Acquisition Corporation, TW Communications
Corporation, Edward Goodstein and Carl G. Palazzolo.
2.2@ Stock Purchase Agreement dated as of November 24, 1997 between Anicom,
Inc. and the Purchasers named therein.
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 dated September 25, 1996.
3.4*** Certificate of Amendment of Restated Certificate of Incorporation of the
Company dated June 2, 1997.
4.1* Specimen Common Stock Certificate.
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.
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).
** Incorporated by reference to the same Exhibit number of the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1996.
*** Incorporated by reference to the same Exhibit number of the Company's
Registration Statement on Form S-3 (Registration Statement No.
333-30791).
@ Previously filed.
<PAGE>
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 1st day of
December 1997.
ANICOM, INC.
By: /s/ SCOTT C. ANIXTER
Scott C. Anixter
Chairman and Chief Executive Officer
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 Chairman and Chief Executive Officer December 1, 1997
(Principal Executive Officer)
- -----------------------------------------------
Scott C. Anixter
* Chairman of the Board December 1, 1997
- -----------------------------------------------
Alan B. Anixter
* President, Chief Operating Officer and a
Director December 1, 1997
- -----------------------------------------------
Carl E. Putnam
* Vice President, Chief Financial Officer December 1, 1997
and a Director (Principal Financial and
Accounting Officer)
- -----------------------------------------------
Donald C. Welchko
* Senior Executive Vice President and a December 1, 1997
Director
- -----------------------------------------------
Robert Brzustewicz, Sr.
* Director
December 1, 1997
- -----------------------------------------------
William R. Anixter
* Director December 1, 1997
- -----------------------------------------------
Peter Huizenga
* Director
December 1, 1997
- -----------------------------------------------
Ira J. Kaufman
* Director December 1, 1997
- -----------------------------------------------
Thomas J. Reiman
* Director
December 1, 1997
- -----------------------------------------------
Michael Segal
* Director December 1, 1997
- -----------------------------------------------
Lee B. Stern
</TABLE>
* /s/ Scott C. Anixter
Scott C. Anixter
As Attorney-in-fact
